Mortgage Debt. The Lender shall have consented to the transfer of the Property subject to the Transferred Debt as contemplated by Section 2.3, or Heritage LP shall have agreed to refinance or pay off such Mortgage Debt.
Mortgage Debt. The REIT, Heritage LP and Transferor acknowledge and agree that the Property is subject to the Mortgage Debt from the lender (the "Lender") as described on Schedule II attached hereto. The Property shall be acquired by Heritage LP subject to the Mortgage Debt, provided that the Lender of such Mortgage Debt shall execute a consent, estoppel letter, transfer agreement, and modification with respect to such Mortgage Debt as shall be acceptable to Heritage LP, acting reasonably; provided, however, the Lender will not be required to amend any of the material legal or business terms of the Mortgage Debt.
Mortgage Debt. Prior to the Closing, the Partnership will keep all debt service payments and other payments owed in connection with its Mortgage Debt current on the Property and will not permit or suffer to exist any default under any Mortgage Instrument. On or before the Closing, if required, the Partnership shall obtain the written consent from the holder of the Mortgage Debt to any deemed assumption of such Mortgage Debt by the Partnership due to a change in its general partner upon the Closing. All costs, fees and charges required to be paid to the holder of the Mortgage Debt or on behalf of such holder in connection with such deemed assumption of the Mortgage Debt shall be paid by the Existing Partners. Any and all debts secured by the Property or other liens or judgments filed against the Property (except for the respective Permitted Encumbrances and the Mortgage Debt) shall be satisfied and released of record by the Existing Partners. Except as provided in this Section 4.8, the Partnership will not amend or in any way modify without the prior written consent of Essex any term of its Mortgage Debt or any documents or instruments executed in connection therewith.
Mortgage Debt. Interest on each mortgage loan will be apportioned in accordance with the method by which interest is calculated under the related mortgage loan, e.g. if interest is payable on the related mortgage loan on the basis of twelve 30 day months, it shall be apportioned between Purchaser and Sellers on such basis, and if interest is calculated on a 365/360 day basis, it shall be apportioned between Purchaser and Sellers on that basis. Any deposits, escrows or reserves required to be maintained by the Mortgagee under any mortgage loan shall be assigned to Purchaser at Closing and shall be credited to the related Seller.
Mortgage Debt. Seller shall make all necessary arrangements to pay the Mortgage Debt in full and release the Assets from all Security Interests in connection therewith at Closing. To the extent reasonably requested by Karrington, Seller shall fully cooperate with any attempts by Karrington to obtain new financing for the Property, provided that such cooperation shall not require any payment of fees or incurrence of out-of-pocket expenses by Seller with respect to such financing, except as otherwise expressly provided in this Agreement.
Mortgage Debt. The parties agree and acknowledge that the Iroquois/Lilac Investment Group hold a mortgage on real property and the improvements thereon located at 00 Xxxxxxxxxx Xxxx, Xxxxxxxxxxx, Xxx Xxxx owned by Able NY (the "ILIG Debt") in the amount of $1,000,000 and that Able and S&S shall each be equally liable for payment of the ILIG Debt.
Mortgage Debt. Buffalo Hills Residence shall make all necessary arrangements to pay the Mortgage Debt in full and release the Assets from all Security Interests in connection therewith at Closing. To the extent reasonably requested by Karrington, Buffalo Hills Residence shall fully cooperate with any attempts by Karrington to obtain new financing for the Property, provided that such cooperation shall not require any payment of fees or incurrence of out-of-pocket expenses by Buffalo Hills Residence with respect to such financing, except as otherwise expressly provided in this Agreement.
Mortgage Debt. Nine Penn Owner is not the borrower under any mortgage loan secured by the Property. All references in this Agreement or in the Company Disclosure Letter to “Seller’s Knowledge” or words of similar import (whether or not such words may be capitalized), shall refer only to the conscious actual (and not implied or constructive) knowledge of the Seller’s Representative (as defined in the Company Disclosure Letter) and shall not be construed to refer to the knowledge of any other member, officer, director, trustee, shareholder, venturer, consultant, employee, agent, property manager or representative of Seller, its partners or members (including without limitation Seller’s counsel, Property Manager or any broker), or of any affiliate of any of the foregoing, or to impose or have imposed upon the Seller’s Representative any duty to investigate the matters to which such knowledge, or the absence thereof, pertains (except that Seller’s Representative has requested that the individual employee of Property Manager with direct responsibility for managing the Property provide Seller’s Representative with information known to such individual that is salient to the representations given in this Section 9.1 above). There shall be no personal liability on the part of the Seller’s Representative or any employee of Property Manager arising out of any representations or warranties made herein. All references herein to “written notice” having been given to Seller shall include only those notices received by the Seller’s Representative.
Mortgage Debt. 14 3.17 Solvency . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 3.18 Illegal Activity . . . . . . . . . . . . . . . . . . . . . . . 14 ARTICLE 4.
Mortgage Debt. There are no mortgages, deeds of trust, or similar liens or encumbrances securing any debt on any of the Partnership Properties other than the liens securing the NHP Notes or as set forth on Exhibit D to this Loan Agreement.
