Consent of Lender. Lender hereby consents to this Assumption provided, that, on or before the closing of the purchase and sale of the Property, as contemplated in the Contribution Agreement, the following terms have been met: (a) Assignee has duly executed and delivered to Lender an Environmental Indemnity Agreement, an Authorization Agreement for Preauthorized Payments, a California UCC-2 Amendment to Financing Statement, or a new Financing Statement, if necessary, a Form W-9, and a Certification of Non-Foreign Status, all in a form acceptable to Lender; (b) Lender has been provided by Assignee at Assignee's expense such endorsements to the ALTA Lender's Policy of Title Insurance issued to Lender on October 19, 1994 by Stewxxx Title Guaranty Company (Policy No. CL-1530-206138/Order No. 36761) as may be requested by Lender (including, without limitation, a modified form of CLTA Endorsement No. 111.4), or a new policy if such endorsements are not available, to assure the continued priority of the lien of the Deed of Trust and to reflect the new owner of the Property; (c) Assignee has procured the insurance policies required to be maintained by Trustor pursuant to the Deed of Trust, which insurance shall be approved by Lender in its sole discretion as to amount, form, deductibles and insurer; (d) Assignee and Assignor have delivered to Lender such other documents and items as Lender may request in Lender's sole discretion to assure Assignor's continuing liability under the Loan Documents and the Indemnity Agreement, Assignee's assumption of the obligations of Assignor under the Loan Documents and the Indemnity Agreement, and Lender's continued priority of its security interest granted pursuant to the Loan Documents; (e) The delivery to Lender of (i) a copy of the resolution or resolutions of the members of Assignee, satisfactory to Lender in its sole and absolute discretion and certified by the members of Assignee as being in full force and effect, authorizing the borrowing provided for herein and the execution, delivery and performance of this Assumption and any other instrument or agreement required hereunder and attaching certified copies of Assignee's Operating Agreement; (ii) a certificate, signed by the members of Assignee, as to the incumbency, and containing the specimen signature or signatures, of the person or persons authorized to execute and deliver this Assumption and any other instrument or agreement required hereunder on behalf of Assignee; and (iii) a copy of Assignee's Certificate of Good Standing issued by the State of California; and (f) The representations and warranties set forth herein and in the Loan Documents shall be true, correct and complete.
Appears in 1 contract
Consent of Lender. 6.2.1 This Agreement is subject to and conditioned on the receipt by Seller of the consent of Lender hereby consents to this Assumption providedthe sale of the Property by Seller to Buyer, thatthe TIC Agreement and the Net Lease (the “Consent”), on or before the closing date (the “Consent Date”) which is 90 days following the date of this Agreement. Seller may extend the Consent Date to the date which is 180 days following the date of this Agreement by giving notice of the purchase extension to Buyer on or before the date which is 15 days prior to the original Consent Date.
6.2.2 Promptly following the execution and sale delivery of this Agreement Seller shall request the Property, as contemplated in the Contribution Agreement, the following terms have been met:
Consent. Seller and Buyer shall (a) Assignee has duly executed furnish the information, documents and delivered to Lender an Environmental Indemnity Agreementother items required by the Loan Documents or Lender, an Authorization Agreement for Preauthorized Paymentsincluding financial statements, a California UCC-2 Amendment to Financing Statement, or a new Financing Statement, if necessary, a Form W-9, and a Certification of Non-Foreign Status, all in a form acceptable to Lender;
(b) execute and deliver an agreement reasonably acceptable to Seller, Buyer and Lender has been provided by Assignee at Assignee's expense such endorsements to the ALTA Lender's Policy under which Buyer assumes all of Title Insurance issued to Lender on October 19, 1994 by Stewxxx Title Guaranty Company (Policy No. CL-1530-206138/Order No. 36761) as may be requested by Lender (including, without limitation, a modified form of CLTA Endorsement No. 111.4), or a new policy if such endorsements are not available, to assure the continued priority of the lien of the Deed of Trust Seller’s obligations and to reflect the new owner of the Property;
(c) Assignee has procured the insurance policies required to be maintained by Trustor pursuant to the Deed of Trust, which insurance shall be approved by Lender in its sole discretion as to amount, form, deductibles and insurer;
(d) Assignee and Assignor have delivered to Lender such other documents and items as Lender may request in Lender's sole discretion to assure Assignor's continuing liability liabilities under the Loan Documents and the Indemnity Agreement, Assignee's assumption of the Seller is released from all obligations of Assignor and liabilities under the Loan Documents and (c) otherwise cooperate in good faith with Lender to obtain the Indemnity AgreementConsent. Buyer shall pay all fees, charges and Lender's continued priority expenses of its security interest granted pursuant to the Loan Documents;
(e) The delivery to Lender of (i) a copy of the resolution or resolutions of the members of Assignee, satisfactory to Lender in its sole and absolute discretion and certified as required by the members of Assignee as being in full force and effect, authorizing the borrowing provided for herein and the execution, delivery and performance of this Assumption and any other instrument or agreement required hereunder and attaching certified copies of Assignee's Operating Agreement; (ii) a certificate, signed by the members of Assignee, as to the incumbency, and containing the specimen signature or signatures, of the person or persons authorized to execute and deliver this Assumption and any other instrument or agreement required hereunder on behalf of Assignee; and (iii) a copy of Assignee's Certificate of Good Standing issued by the State of California; and
(f) The representations and warranties set forth herein and in the Loan Documents in connection with the Consent.
6.2.3 If Seller shall not receive the Consent on or before the Consent Date (as the same may be trueextended pursuant to this Section), correct this Agreement shall automatically terminate, Escrow Agent shall pay the Deposit to Buyer, and completeneither party shall have any further obligations or liabilities under this Agreement, except those that are expressly stated to survive the termination of this Agreement, unless Seller, at Seller’s expense, by notice to Buyer on or before the date which is 15 days following Lender’s denial of the Consent, elects to prepay or defease the Loan Documents (in which event Buyer shall pay a portion of any prepayment fee or expense of defeasance up to the amount of the consent fee which otherwise would have been payable had Lender given the Consent). If Seller shall not elect to prepay or defease, Buyer may elect to do so, at Buyer’s expense, by notice to Seller on or before the 15th day following the end of Seller’s 10-day election period.
Appears in 1 contract
Samples: Purchase Agreement (Coach Inc)
Consent of Lender. Lender hereby consents Purchaser’s obligations under this Agreement shall be contingent upon Lender's consent to this Assumption the transfer of the Purchased Interest from Seller to Purchaser upon such terms and conditions that are acceptable to Purchaser and Seller in their reasonable discretion and the assumption of Seller's rights, duties and obligations under the Loan Documents as applicable (the "Loan Consent and Approval"); provided, that, on or before the closing of the purchase (x) any such Loan Consent and sale of the PropertyApproval, as contemplated in the Contribution Agreement, the following terms have been met:
(a) Assignee has duly executed and delivered to Lender an Environmental Indemnity Agreement, an Authorization Agreement for Preauthorized Payments, a California UCC-2 Amendment to Financing Statement, or a new Financing Statement, if necessary, a Form W-9, and a Certification of Non-Foreign Status, all in a form acceptable to Lender;
(b) Lender has been provided by Assignee at Assignee's expense such endorsements to the ALTA Lender's Policy of Title Insurance issued to Lender on October 19, 1994 by Stewxxx Title Guaranty Company (Policy No. CL-1530-206138/Order No. 36761) as may be requested by Lender (including, without limitation, a modified form of CLTA Endorsement No. 111.4), or a new policy if such endorsements are not available, to assure the continued priority of the lien of the Deed of Trust and to reflect the new owner of the Property;
(c) Assignee has procured the insurance policies required order to be maintained by Trustor pursuant acceptable hereunder, shall release Seller and its Affiliates, including but not limited to the Deed of TrustBluerock Real Estate, which insurance shall be approved by Lender in its sole discretion as to amountL.L.C., form, deductibles and insurer;
(d) Assignee and Assignor have delivered to Lender such other documents and items as Lender may request in Lender's sole discretion to assure Assignor's continuing from any liability under the Loan Documents and the Indemnity Agreementarising from acts or omissions that occur after Closing, Assignee's assumption of the obligations of Assignor including any liability with respect to any carve out guaranty provisions or other guaranties or indemnities provided under the Loan Documents, Seller acknowledging that the Lender will not release any environmental indemnity obligations with respect to matters existing as of Closing, (y) any such Loan Consent and Approval shall either provide for the release of the Seller’s prorated fifty percent (50%) share of any reserves or impounds held by the Lender or Purchaser shall reimburse Seller for its share of such reserves or impounds at Closing and (z) Purchaser shall not be entitled to renegotiate any of the terms or conditions of the existing Loan Documents in connection with its request for the Loan Consent and Approval. Purchaser shall promptly following the Indemnity Agreementexecution of this Agreement submit to Lender the request for the Loan Consent and Approval and shall thereafter diligently pursue, and Lender's continued priority of its security interest granted pursuant respond to any requested customary fees and information requested by Lender in connection with, the Loan Documents;
Consent and Approval. If Purchaser is unable to obtain the Loan Consent and Approval on or prior to Outside Closing Date, then this Agreement shall be deemed cancelled one (e1) The delivery Business Day after the expiration of such period, and neither party shall have any further rights or obligations under this Agreement except those which expressly survive termination, which surviving rights and obligations expressly includes Purchaser’s obligation to reimburse and/or pay Lender for any costs or fees incurred by Lender in connection therewith. It is understood and agreed that in the event that Purchaser's request for Loan Consent and Approval is rejected by Lender, this Agreement shall be terminated as of the date Seller receives notice from Purchaser or Lender of (isuch rejection(s) on or before the Outside Closing Date and, in such event, the parties shall have no further rights, liabilities, or obligations under this Agreement except those that expressly survive termination. In no event shall the failure to obtain the Loan Consent and Approval be deemed a copy default by Seller. Purchaser shall be responsible for the payment of the resolution or resolutions of the members of Assigneeall fees, satisfactory to Lender in its sole and absolute discretion and certified by the members of Assignee as being in full force and effectincluding without limitation application fees, authorizing the borrowing provided for herein and the executionassumption fees, delivery and performance of this Assumption recording fees, filing fees, stamps, taxes, third-party fees and any other instrument costs or agreement required hereunder expenses, due and attaching certified copies of Assignee's Operating Agreement; (ii) a certificate, signed by the members of Assignee, as to the incumbency, and containing the specimen signature or signatures, of the person or persons authorized to execute and deliver this Assumption and any other instrument or agreement required hereunder on behalf of Assignee; and (iii) a copy of Assignee's Certificate of Good Standing issued by the State of California; and
(f) The representations and warranties set forth herein and payable in connection with Purchaser obtaining the Loan Documents shall be trueConsent and Approval, correct whether or not the Loan Consent and completeApproval is ultimately obtained.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Bluerock Multifamily Growth REIT, Inc.)
Consent of Lender. Lender hereby consents to this Assumption provided, that, on or before the closing of the purchase and sale of the Property, as contemplated in the Contribution Agreement, the following terms have been met:
(a) Assignee has duly executed and delivered Subject to Lender an Environmental Indemnity the terms of this Assumption Agreement, Lender consents to the Requested Actions. Further, Lender agrees that: (i) New Borrower may be an Authorization Agreement for Preauthorized PaymentsAffiliate of New Indemnitor and may assume the Original Borrower’s interest in the Leases, a California UCC-2 Amendment to Financing Statementincluding without limitation any Leases in which New Indemnitor is the tenant thereunder (collectively, or a new Financing Statement, if necessary, a Form W-9the "Lease Assumption"), and a Certification of Non-Foreign Status, all in a form acceptable to Lender;
(b) Lender has been provided by Assignee at Assignee's expense such endorsements to the ALTA Lender's Policy of Title Insurance issued to Lender on October 19, 1994 by Stewxxx Title Guaranty Company (Policy No. CL-1530-206138/Order No. 36761) as may be requested by Lender (including, without limitation, a modified form of CLTA Endorsement No. 111.4), or a new policy if such endorsements are Lease Assumption shall not available, to assure the continued priority breach Section 5.9.1 of the lien Loan Agreement, nor constitute a Default or Event of the Deed of Trust and to reflect the new owner of the Property;
(c) Assignee has procured the insurance policies required to be maintained by Trustor pursuant to the Deed of Trust, which insurance shall be approved by Lender in its sole discretion as to amount, form, deductibles and insurer;
(d) Assignee and Assignor have delivered to Lender such other documents and items as Lender may request in Lender's sole discretion to assure Assignor's continuing liability Default under the Loan Documents and the Indemnity Agreement, Assignee's assumption of the obligations of Assignor under the Loan Documents and the Indemnity Agreement, and Lender's continued priority of its security interest granted pursuant to the Loan Documents;
(e) The delivery to Lender of (i) a copy of the resolution or resolutions of the members of Assignee, satisfactory to Lender in its sole and absolute discretion and certified by the members of Assignee as being in full force and effect, authorizing the borrowing provided for herein and the execution, delivery and performance of this Assumption and any other instrument or agreement required hereunder and attaching certified copies of Assignee's Operating Agreement; (ii) a certificate, signed by New Borrower’s entry into the members of Assignee, as to the incumbency, New Management Agreement with Property Manager satisfies Sections 5.11 and containing the specimen signature or signatures, 5.16(k) of the person Loan Agreement; (iii) the failure of the Original Borrower to complete the Required Repairs and Required Remediation as provided in Sections 3.2 and 3.14 of the Loan Agreement is not a Default or persons authorized to execute Event of Default from and deliver this Assumption after the Effective Date, but shall instead be governed by Sections 3 and any other instrument 4 of Schedule 3.1 attached hereto; (iv) none of the Lease Amendments constitutes a Major Tenant Trigger Event or agreement required hereunder on behalf of Assigneea Major Tenant Trigger Renewal Event; and (iiiv) any breach by Original Borrower of Section 1.1 of this Assumption Agreement does not and shall not constitute a copy Default or Event of Assignee's Certificate of Good Standing issued by Default from and after the State of California; andEffective Date.
(fb) The representations and warranties set forth herein and in New Borrower agrees that neither this Assumption Agreement nor Lender’s consent to the Requested Actions shall be deemed Lender’s consent or a waiver of Lender’s right to consent to any other action requiring Lender consent under the Loan Documents that may be contained in any of the documents or items delivered to Lender in connection with the Requested Actions, whether or not such documents or items were reviewed and/or accepted by Lender, including but not limited to any action permitted under the New Borrower Operating Agreement. Moreover, neither this Assumption Agreement nor Lender’s consent to the Requested Actions shall be trueconstitute a modification of any of the terms or conditions of the Loan Documents, correct and completeexcept as expressly provided for in this Assumption Agreement.
Appears in 1 contract
Samples: Note and Mortgage Assumption Agreement (World Wrestling Entertainmentinc)
