Defeasance and Assumption Sample Clauses

Defeasance and Assumption. Section 2.1. Defeasance 32 Section 2.2. Assumption 34 Section 2.3. Transfers of Equity Interests in Borrower 35
Sample 1
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Defeasance and Assumption. 2.1. Defeasance....................................................................................29 2.2. Assumption....................................................................................31 ARTICLE III ACCOUNTS 3.2. Distributions from Cash Management Account....................................................34 3.3. Low DSCR Reserve Account......................................................................35 3.4. Tax, Insurance and Ground Rents Escrow Account................................................36 3.5. TI/LC Reserve Account.........................................................................37 3.6. Replacement Reserve Account...................................................................39 3.7. [Intentionally Omitted].......................................................................40 3.8. Loss Proceeds Account.........................................................................40 3.9. Unfunded Obligations Account..................................................................40 3.10. D&P Debt Service Reserve Account..............................................................42 3.11. Account Collateral............................................................................43
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Defeasance and Assumption. Defeasance.............................................................................. 32 2.2 Assumption.............................................................................. 35 ARTICLE III
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Defeasance and Assumption. 36 Section 2.1. Defeasance 36 Section 2.2. Property Releases 39 Section 2.3. Assumption 40 Section 2.4. Transfers of Equity Interests in Borrower 42 ARTICLE III ACCOUNTS 44 Section 3.1. Cash Management Account 44 Section 3.2. Distributions from Cash Management Account 45 Section 3.3. Loss Proceeds Account 46 Section 3.4. Basic Carrying Costs Escrow Account 46 Section 3.5. TI/LC Reserve Account 48 Section 3.6. Capital Expenditure Reserve Account 49 Section 3.7. Deferred Maintenance and Environmental Escrow Account 50 Section 3.8. Unfunded Obligations Account 51 Section 3.9. Excess Cash Flow Reserve Account 52 Section 3.10. Account Collateral 53 Section 3.11. Bankruptcy 53 ARTICLE IV REPRESENTATIONS 54 Section 4.1. Organization 54 Section 4.2. Authorization 54 Section 4.3. No Conflicts 54 Section 4.4. Consents 55 Section 4.5. Enforceable Obligations 55 Section 4.6. No Default 55 -i- TABLE OF CONTENTS (continued) Page Section 4.7. Payment of Taxes 55 Section 4.8. Compliance with Law 55 Section 4.9. ERISA 55 Section 4.10. Investment Company Act 56 Section 4.11. No Bankruptcy Filing 56 Section 4.12. Other Debt 56 Section 4.13. Litigation 56 Section 4.14. Leases; Material Agreements 56 Section 4.15. Full and Accurate Disclosure 58 Section 4.16. Financial Condition 58 Section 4.17. Single-Purpose Requirements 58 Section 4.18. Use of Loan Proceeds 58 Section 4.19. Not Foreign Person 59 Section 4.20. Labor Matters 59 Section 4.21. Title 59 Section 4.22. No Encroachments 59 Section 4.23. Physical Condition 59 Section 4.24. Fraudulent Conveyance 60 Section 4.25. Management 60 Section 4.26. Condemnation 60 Section 4.27. Utilities and Public Access 60 Section 4.28. Environmental Matters 60 Section 4.29. Assessments 61 Section 4.30. No Joint Assessment 61 Section 4.31. Separate Lots 61 Section 4.32. Permits; Certificate of Occupancy 61 Section 4.33. Flood Xxxx 00 Xxxxxxx 4.34. Security Deposits 62 Section 4.35. Acquisition Documents 62 -ii- TABLE OF CONTENTS (continued) Page Section 4.36. Insurance 62 Section 4.37. No Dealings 62 Section 4.38. Estoppel Certificates 62 Section 4.39. Federal Trade Embargos 62 Section 4.40. Intellectual Property/Websites 62 Section 4.41. No Subleases 63 Section 4.42. No Dark Tenants 63 Section 4.43. Central Plant 63 ARTICLE V AFFIRMATIVE COVENANTS 63 Section 5.1. Existence; Licenses 63 Section 5.2. Maintenance of Properties 64 Section 5.3. Compliance with Legal Requirements 64 Section 5.4. Impositions and Other Claims 64 Section 5.5. Acces...
Sample 1
Defeasance and Assumption 
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Related to Defeasance and Assumption

  • Defeasance and Assumption Costs The related Mortgage Loan documents provide that the related borrower is responsible for the payment of all reasonable costs and expenses of the lender incurred in connection with the defeasance of such Mortgage Loan and the release of the related Mortgaged Property, and the borrower is required to pay all reasonable costs and expenses of the lender associated with the approval of an assumption of such Mortgage Loan.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • FORM OF ASSIGNMENT AND ASSUMPTION This Assignment and Assumption (the “Assignment and Assumption”) is dated as of the Effective Date set forth below and is entered into by and between [Insert name of Assignor] (the “Assignor”) and [Insert name of Assignee] (the “Assignee”). Capitalized terms used but not defined herein shall have the meanings given to them in the Credit Agreement identified below (as amended, the “Credit Agreement”), receipt of a copy of which is hereby acknowledged by the Assignee. The Standard Terms and Conditions set forth in Annex 1 attached hereto are hereby agreed to and incorporated herein by reference and made a part of this Assignment and Assumption as if set forth herein in full. For an agreed consideration, the Assignor hereby irrevocably sells and assigns to the Assignee, and the Assignee hereby irrevocably purchases and assumes from the Assignor, subject to and in accordance with the Standard Terms and Conditions and the Credit Agreement, as of the Effective Date inserted by the Administrative Agent as contemplated below (i) all of the Assignor’s rights and obligations in its capacity as a Lender under the Credit Agreement and any other documents or instruments delivered pursuant thereto to the extent related to the amount and percentage interest identified below of all of such outstanding rights and obligations of the Assignor under the respective facilities identified below (including any letters of credit and guarantees included in such facilities) and (ii) to the extent permitted to be assigned under applicable law, all claims, suits, causes of action and any other right of the Assignor (in its capacity as a Lender) against any Person, whether known or unknown, arising under or in connection with the Credit Agreement, any other documents or instruments delivered pursuant thereto or the loan transactions governed thereby or in any way based on or related to any of the foregoing, including contract claims, tort claims, malpractice claims, statutory claims and all other claims at law or in equity related to the rights and obligations sold and assigned pursuant to clause (i) above (the rights and obligations sold and assigned pursuant to clauses (i) and (ii) above being referred to herein collectively as the “Assigned Interest”). Such sale and assignment is without recourse to the Assignor and, except as expressly provided in this Assignment and Assumption, without representation or warranty by the Assignor.

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

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