Loan Assumption Approval; Purchaser Termination Right Sample Clauses

Loan Assumption Approval; Purchaser Termination Right. If Lender has not approved the Loan Assumption Request within one hundred eighty days after the Date of Execution, then Purchaser shall elect to pay the Loan Balance at Closing from the Purchase Price otherwise payable to the Sellers pursuant to this Section 1.4, and the Facility shall be conveyed to Purchaser free and clear of any mortgage debt. Purchaser shall be responsible for the payment of any fees, costs or expenses related to the Loan Assumption and any prepayment premium or similar penalty or fee related to the payment of the Loan Balance at the Closing, without deducting the same from the amount due to the Seller.
Sample 1
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Loan Assumption Approval; Purchaser Termination Right. If Lender has not approved the Loan Assumption Request within one hundred eighty (180) days after the Date of Execution (the “Loan Assumption Approval Period”), then Purchaser shall have the unilateral and unconditional right to extend the Loan Assumption Approval Period by up to an additional ninety (90) days by delivering to Seller written notice of such election before the expiration of said original 180-day Loan Assumption Approval Period. If Lender has not approved the Loan Assumption Request as of the expiration of the Loan Assumption Approval Period (as the same may be extended by the terms of this Section), then Purchaser shall elect one of the following: (1) to terminate the Purchase Agreement by delivering to Seller written notice of termination within five (5) Business Days after the expiration of the Loan Assumption Approval Period (as the same may be extended by the terms of this Section), and upon such termination Escrow Agent shall refund $250,000 of the Deposit to Seller and the balance of the Deposit to Purchaser, whereupon neither party shall have any liability or obligation to the other party than those of the Purchase Agreement which expressly survive a termination hereof; or (2) proceed with Closing, whereupon (A) the Loan Balance as of Closing will be paid from the Purchase Price otherwise payable to the Sellers pursuant to this Section 1.4, and the Facility shall be conveyed to Purchaser free and clear of any mortgage debt, and (B) any prepayment premium or similar penalty or fee related to the payment of the Loan Balance will be paid by Purchaser without deducting the same from the amount due to the Seller. If Purchaser elects to extend the Loan Assumption Approval Period as provided in this Section and thereafter Purchaser fails to receive Lender’s approval of the Loan Assumption Request, and if such failure is the result of Purchaser having not exercised commercially reasonable efforts to obtain such approval, then Purchaser shall not have the right to terminate the Purchase Agreement pursuant to subclause (1) of the preceding sentence and instead shall be required to proceed pursuant to subclause (2) of the preceding sentence. Purchaser shall be responsible for the payment of any fees, costs or expenses related to the Loan Assumption without deducting the same from the amount due to the Seller.
Sample 1

Related to Loan Assumption Approval; Purchaser Termination Right

  • Term SOFR Transition Event Notwithstanding anything to the contrary herein or in any other Loan Document and subject to the proviso below in this paragraph, if a Term SOFR Transition Event and its related Benchmark Replacement Date have occurred prior to the Reference Time in respect of any setting of the then-current Benchmark, then (1) the applicable Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Loan Document in respect of such Benchmark setting (the “Secondary Term SOFR Conversion Date”) and subsequent Benchmark settings, without any amendment to, or further action or consent of any other party to, this Agreement or any other Loan Document; and (2) Loans outstanding on the Secondary Term SOFR Conversion Date bearing interest based on the then-current Benchmark shall be deemed to have been converted to Loans bearing interest at the Benchmark Replacement with a tenor approximately the same length as the interest payment period of the then-current Benchmark; provided that, this paragraph (vii) shall not be effective unless the Administrative Agent has delivered to the Lenders and the Borrower a Term SOFR Notice. For the avoidance of doubt, the Administrative Agent shall not be required to deliver a Term SOFR Notice after a Term SOFR Transition Event and may do so in its sole discretion.

  • Additional Closing Deliveries At each Closing, the Company shall deliver or cause to be delivered to the Investor the following (the“Company Deliverables”):

  • Conditions Precedent to the Right of the Company to Deliver an Advance Notice The right of the Company to deliver an Advance Notice and the obligations of the Investor hereunder with respect to an Advance are subject to the satisfaction or waiver, on each Advance Notice Date (a “Condition Satisfaction Date”), of each of the following conditions:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Conditions to Closing Date This Agreement shall become effective upon, and the obligation of each Lender to make the initial Extensions of Credit on the Closing Date is subject to, the satisfaction of the following conditions precedent:

  • CONDITIONS PRECEDENT TO PURCHASER'S OBLIGATION TO CLOSE The Purchaser's obligation to pay the Consideration and to take the other actions required to be taken by the Purchaser at the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by the Purchaser, in whole or in part):

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • CONDITIONS TO THE PURCHASER’S OBLIGATION TO CLOSE The obligation of the Purchaser to acquire the Property shall be subject to the satisfaction of the following conditions precedent on and as of the Closing Date:

  • Conditions to Purchaser’s Obligation to Close The obligation of Purchaser to Close under this Agreement is subject to each of the following conditions (any one of which may, at the option of Purchaser, be waived in writing by Purchaser) existing on the date of this Agreement, or such earlier date as the context may require.

  • The Optional Securities; Option Closing Date In addition, on the basis of the representations, warranties and agreements herein contained, and upon the terms but subject to the conditions herein set forth, the Company hereby grants an option to the several Underwriters to purchase, severally and not jointly, up to an aggregate of 3,000,000 Units from the Company at the purchase price per Unit to be paid by the Underwriters for the Firm Securities. The option granted hereunder may be exercised at any time and from time to time in whole or in part upon notice by the Representative to the Company, which notice may be given at any time within 45 days from the date of this Agreement. Such notice shall set forth (i) the aggregate number of Optional Securities as to which the Underwriters are exercising the option and (ii) the time, date and place at which the Optional Securities will be delivered (which time and date may be simultaneous with, but not earlier than, the First Closing Date; and in the event that such time and date are simultaneous with the First Closing Date, the term “First Closing Date” shall refer to the time and date of delivery of the Firm Securities and such Optional Securities). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” and shall be determined by the Representative and shall not be earlier than two or later than five full business days after delivery of such notice of exercise. If any Optional Securities are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Securities (subject to such adjustments to eliminate fractional shares as the Representative may determine) that bears the same proportion to the total number of Optional Securities to be purchased as the number of Firm Securities set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Securities. The Representative may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

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