LENDER APPROVAL AND ASSUMPTION AND RELEASE Sample Clauses

LENDER APPROVAL AND ASSUMPTION AND RELEASE. The parties acknowledge that neither party shall have any obligation to pay or prepay any Outstanding Indebtedness prior to, at or in connection with the Closing; provided, however, that if and to the extent any Outstanding Indebtedness is not paid (at the latest) in connection with the Closing, then in connection with or prior to the Closing (i) Purchaser shall have secured Lender Approval; and (ii) all collateral posted by TRCLP and/or any Affiliate of TRCLP (other than the Partnership) which secures any Outstanding Indebtedness or any Outstanding Indebtedness Liability shall be released to the party that posted such collateral (collectively, the "Collateral Release") and substitute collateral therefor shall be posted by Purchaser or an Affiliate thereof. If Purchaser elects to pay or prepay any Outstanding Indebtedness prior to, at or in connection with the Closing, then all collateral posted by TRCLP and/or any Affiliate of TRCLP (other than the Partnership) which secures any Outstanding Indebtedness or any Outstanding Indebtedness Liability shall be released to the party that posted such collateral. Purchaser may elect to provide the Partnership with the necessary funds to pay or prepay any Outstanding Indebtedness (including, without limitation, any loan(s) made by M&T) in connection with the Closing only through a partner loan to the Partnership and/or with funds of a third-party lender to the Partnership. If Purchaser shall fail to secure Lender Approval and each respective Lender's written commitment to the Collateral Release on or before the Termination Notice Date, then Purchaser shall be deemed to have irrevocably agreed to prepay in full all Outstanding Indebtedness in connection with the Closing. At the Closing (i)(x) Purchaser shall pay any and all transfer fees and debt assumption fees in connection with the First Loan, including Lender's costs related to the assignment and assumption and related fees (however denominated) in connection with the Lender Approval thereto and (y) Sellers shall pay all prepayment fees, if any, in connection with any prepayment of the First Loan at or in connection with the Closing; and (ii) Sellers, on the one hand, and Purchaser, on the other, shall split equally any and all initial or upfront fees, prepayment fees (if prepayment is made at or in connection with the Closing), transfer fees and debt assumption fees in connection with the Second Loan payable as a result of the Closing, including Lender's costs r...
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Related to LENDER APPROVAL AND ASSUMPTION AND RELEASE

  • 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 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.

  • TO ASSIGNMENT AND ASSUMPTION STANDARD TERMS AND CONDITIONS FOR ASSIGNMENT AND ASSUMPTION

  • Assignment and Assumption Agreements Purchaser shall have executed and tendered to Seller the Assignment and Assumption Agreement and the Real Estate Assignment Documents to which it is party.

  • 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 Lease The Assignment and Assumption ---------------------------------- of Lease;

  • Transfer, Amendment and Assignment No transfer, amendment, waiver, supplement, assignment or other modification of this Transaction shall be permitted by either party unless each of Standard & Poor's Ratings Service, a division of The XxXxxx-Xxxx Companies, Inc ("S&P") and Xxxxx'x Investors Service, Inc. ("MOODY'S"), has been provided notice of the same and confirms in writing (including by facsimile transmission) that it will not downgrade, qualify, withdraw or otherwise modify its then-current ratings on the Certificates issued under the Pooling and Servicing Agreement (the "CERTIFICATES").

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

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Seller.

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