Debt Assumption Sample Clauses

Debt Assumption. The Sellers who own the Encumbered Hotel Assets each shall, at Purchaser’s sole cost and expense, cooperate with Purchaser with respect to the consummation of the Debt Assumption. Purchaser shall reimburse Sellers for any costs for which Purchaser is explicitly responsible pursuant to Section 4.5, but for which Sellers have expended any amounts; provided, however, that Purchaser shall not be responsible for any of Sellers’ costs in connection with the Debt Assumption. In furtherance of the foregoing, without the prior written consent of Purchaser, Sellers shall not amend or modify any Loan Documents in any material respect, except for any amendments or modifications that are expressly required pursuant to the terms thereof (including, without limitation, in connection with the securitization of the Assumed Debt) or required in order to obtain the release of the Lien of the Assumed Debt for any Excluded Hotel Asset listed on Schedule 8 after January 22, 2015 (or any Hotel Asset substituted for an Excluded Hotel Asset in accordance with Section 2.6), unless Purchaser has previously irrevocably notified Sellers in writing that (without limiting Purchaser’s obligations hereunder) Purchaser does not intend to consummate the Debt Assumption and the loan related thereto will be repaid by Sellers on or prior to the Closing. For the avoidance of doubt, no Seller shall be obligated to incur any liability, obligation or unreimbursed expense in connection with its obligations under this Section 12.4, except for costs required in order to obtain the release of the Lien of the Assumed Debt from any Excluded Hotel Asset, unless Purchaser has previously irrevocably notified Sellers in writing that (without limiting Purchaser’s obligations hereunder) Purchaser does not intend to consummate the Debt Assumption and the loan related thereto will be repaid by Sellers on or prior to the Closing.

Debt Assumption. Notwithstanding anything herein or in the Loan Documents to the contrary: (i) On the Closing Date, immediately after the consummation of the Merger and upon the effectiveness of this Agreement, the Initial Borrower shall be the sole Borrower hereunder and under the Loan Documents. (ii) On the Closing Date, immediately after the payment of any Transaction Expenses payable on the Closing Date, the Company will become a party hereto and to the Loan Documents and will be the Parent Borrower and all rights, title, interests, liabilities, duties and obligations (including the Indebtedness and Obligations of the Initial Borrower) in, to and under this Agreement, the other Loan Documents and any other documents in connection therewith shall be, and shall be deemed to be, assumed by the Company and the Company agrees to pay, perform and discharge all of the Initial Borrower’s obligations and covenants as “Parent Borrower” and a “Loan Party” thereunder in accordance with the terms of this Agreement and the other Loan Documents and otherwise be liable for such Indebtedness and to perform and discharge all of the Obligations and any and all obligations under this Agreement, the other Loan Documents and any other documents in connection therewith (the transactions described in this Section 2.01(c)(ii), collectively, the “Debt Assumption”). Immediately after the Debt Assumption, the Closing Date Refinancing shall be consummated

Debt Assumption. The Esenjay Assets shall be subject to liabilities, other than liabilities for Post Effective Date Costs, in the amount of $1,000,000 and Frontier agrees to assume and discharge such debt.

Debt Assumption. The parties acknowledge that the Xxxxxx County and Powder River County real estate that will be transferred into the Company is subject to a loan. The parties agree that the Company will assume the loan when the real estate is transferred to the Company.

Debt Assumption. In consideration of the ROFO/ROFR Rights, TRCLP Affordable has agreed to incur five million dollars ($5,000,000) of Centerline’s senior secured debt that will remain outstanding following the Restructuring pursuant to a loan agreement substantially in the form attached hereto as Exhibit H (the “Related Loan Agreement”).

Debt Assumption. The Purchaser shall have entered into a loan transaction with International Bank of Commerce, or the current holders of the Sellers’ Debt (the “Debt Assumption Agreements”), pursuant to which $31,500,000 of the Sellers’ Debt will be paid by a new loan from International Bank of Commerce to Purchaser and Purchaser will have raised the Cash Consideration due at Closing (collectively, the “Debt Assumption”). The terms of the Debt Assumption and Debt Assumption Agreements shall be acceptable to Purchaser, the guarantors of the subject debt, any other party primarily or secondarily liable on such debt, and any grantors of liens securing such debt, in their reasonable discretion. Without limiting the meaning of “reasonable discretion”, for avoidance of doubt, it shall be within the reasonable discretion of the guarantors of the subject debt, any other party primarily or secondarily liable on such debt, and any grantors of liens securing such debt: (1) to require that the Debt Assumption Agreements contain a provision allowing such Persons to purchase the loan described above in the event of default of such loan; and (2) to require that the collateral for the new loan not include any assets of RAD2 Mineral that may be encumbered by liens held by others than International Bank of Commerce.

Debt Assumption. Imperium Capital Inc., as a break up fee, will assume the Can $250,000 debt obligation that Xxxxxxx has to Xxxxx Resources Ltd., and the Can $250,000 debt obligation that Xxxxxxx has to Bank Xxx Xxxxxxxxx Xx & Cie (Schweiz) AG.

Debt Assumption. The Debt Assumption and all related documentation shall have been approved by a duly authorized representative of the holders of the Junior Subordinated Debentures on terms satisfactory to Purchaser Parties in their sole discretion.

Debt Assumption. The Parties shall use commercially reasonable efforts to complete the Debt Assumption. All agreements related to the Debt Assumption shall be subject to the approval of Purchaser Parties and, unless otherwise agreed by Purchaser Parties, contain an unconditional release of SL Bancorp from any liability respecting the Junior Subordinated Debentures.

Debt Assumption. 17 9.3 Amendment..................................................................................... 17 9.4