Common use of Mortgage Lender Consent Clause in Contracts

Mortgage Lender Consent. (a) Purchaser and Seller expressly agree that a condition precedent to Closing is each Mortgage Lender’s: 1. Consent to Purchaser’s acquisition of Seller’s Member Interest; 2. Purchaser’s assumption of the Mortgage Lender’s debt (the “Loan Assumption”) 3. The release by each Mortgage Lender of Seller, its shareholders, officers, directors and affiliates, to include without limitation D. Xxxxx Xxxx, XX, Xxxxx Xxxx, any family member of D. Xxxxx Xxxx, XX and Xxxxx Xxxx, any entity or trust in which D. Xxxxx Xxxx, XX, Xxxxx Xxxx or any of their family has any interest (all collectively the “Xxxx Entities”), from all obligations to pay or guaranty payment of any obligations owed by the Company to each Mortgage Lender, and the release by each Mortgage Lender of any property, both real and personal, owned by any of the Xxxx Entities and pledged, encumbered or otherwise held as security for any obligations owed by the Company to any Mortgage Lender. In furtherance thereof, Seller and Purchaser shall use good faith reasonable efforts and shall cooperate with each other in facilitating the Loan Assumption (including, without limitation, Seller making necessary introductions to the Company’s lenders and other financing partners) and shall execute such Loan Assumption documents and modifications to the Existing Mortgage Documents at Closing as each Mortgage Lender may reasonably require (the “Loan Assumption Documents”) provided, however, that such Loan Assumption Documents are reasonably acceptable to Purchaser and Seller. (b) Purchaser and Seller shall each pay 50% all of Mortgage Lender’s fees, charges, costs, and expenses in connection with the Loan Assumption, including, without limitation, legal fees, title costs, inspection fees, assumption fees, appraisal fees, and breakage costs (collectively, “Lender Assumption Costs”). If the Mortgage Lenders, Seller and Purchaser have not agreed, in writing, to the Loan Assumption on or before Closing, then either Purchaser or the Seller shall have the right to terminate this Agreement by giving written notice to the other Party (Purchaser or the Seller, as applicable). If either Party elects to terminate this Agreement as provided in this Section 2.07, this Agreement shall terminate, the Deposit shall be immediately returned to Purchaser and the Parties shall have no further liability hereunder (except with respect to those obligations hereunder which survive the termination of this Agreement). (c) In the event one or more of the Mortgage Lenders refuse to release one or more members of the Xxxx Entities from guaranty’s or refuse to release real or personal property owned by one or more members of the Xxxx Entities and held by a Mortgage Lender as security for Company obligations due a Mortgage Lender, Seller may, at its option and in its sole discretion, elect to proceed with the Closing, in which event, Purchaser on or before June 30, 2020 will: 1. Execute an indemnification and hold harmless agreement (the “Indemnification”) by the terms of which Purchaser, the Company and such principals of Purchaser as Seller requires, indemnify and hold harmless the Xxxx Entities from any claims, loss, demands for payment arising from any Xxxx Entity obligation to pay or guaranty of any Company obligation to any Mortgage Lender. The Indemnification Agreement will be in form and substance identical to the Indemnification Agreement marked as Exhibit 3.01 (c) and attached to this Agreement; and 2. Secure the Indemnification Agreement by bond or other security acceptable to Seller; and 3. On or before June 30, 2020 take such action as is necessary to obtain the release of any guaranty of Company obligation to any Mortgage Lender by any member of the Xxxx Entities and the release of any real or personal property owned by any member of the Xxxx Entities and held by any Mortgage Lender as security for any Company obligation due to such Mortgage Lender; (d) The failure of Purchaser to obtain the release by each Mortgage Lender of the Xxxx Entity guarantors and the release of any real or personal property owned by any of the Xxxx Entities and held as security by any Mortgage Lender for any Company obligations by June 30, 2020 will constitute a breach of this Agreement and of Purchasers obligations herein entitling Seller to such relief as is available at law or equity.

Mortgage Lender Consent. Subsections (ac) Purchaser and Seller expressly agree that a condition precedent to Closing is each Mortgage Lender’s: 1. Consent to Purchaser’s acquisition (d) of Seller’s Member Interest; 2. Purchaser’s assumption Section 2.07 of the Mortgage Lender’s debt (the “Loan Assumption”) 3. The release by each Mortgage Lender of Seller, its shareholders, officers, directors Agreement are hereby amended and affiliates, restated in their entirety to include without limitation D. Xxxxx Xxxx, XX, Xxxxx Xxxx, any family member of D. Xxxxx Xxxx, XX and Xxxxx Xxxx, any entity or trust in which D. Xxxxx Xxxx, XX, Xxxxx Xxxx or any of their family has any interest (all collectively the “Xxxx Entities”), from all obligations to pay or guaranty payment of any obligations owed by the Company to each Mortgage Lender, and the release by each Mortgage Lender of any property, both real and personal, owned by any of the Xxxx Entities and pledged, encumbered or otherwise held read as security for any obligations owed by the Company to any Mortgage Lender. In furtherance thereof, Seller and Purchaser shall use good faith reasonable efforts and shall cooperate with each other in facilitating the Loan Assumption (including, without limitation, Seller making necessary introductions to the Company’s lenders and other financing partners) and shall execute such Loan Assumption documents and modifications to the Existing Mortgage Documents at Closing as each Mortgage Lender may reasonably require (the “Loan Assumption Documents”) provided, however, that such Loan Assumption Documents are reasonably acceptable to Purchaser and Seller. (b) Purchaser and Seller shall each pay 50% all of Mortgage Lender’s fees, charges, costs, and expenses in connection with the Loan Assumption, including, without limitation, legal fees, title costs, inspection fees, assumption fees, appraisal fees, and breakage costs (collectively, “Lender Assumption Costs”). If the Mortgage Lenders, Seller and Purchaser have not agreed, in writing, to the Loan Assumption on or before Closing, then either Purchaser or the Seller shall have the right to terminate this Agreement by giving written notice to the other Party (Purchaser or the Seller, as applicable). If either Party elects to terminate this Agreement as provided in this Section 2.07, this Agreement shall terminate, the Deposit shall be immediately returned to Purchaser and the Parties shall have no further liability hereunder (except with respect to those obligations hereunder which survive the termination of this Agreement). follows: (c) In the event one or more of the Mortgage Lenders refuse to release one or more members of the Xxxx Entities from guaranty’s or refuse to release real or personal property owned by one or more members of the Xxxx Entities and held by a Mortgage Lender as security for Company obligations due a Mortgage Lender, Seller may, at its option and in its sole discretion, elect to proceed with the Closing, in which event, Purchaser on or before June 30, 2020 the Closing Date will: : 1. Execute an indemnification and hold harmless agreement (the “Indemnification”) by the terms of which Purchaser, the Company and such principals of Purchaser as Seller requires, shall indemnify and hold harmless the Xxxx Entities from any claims, loss, demands for payment arising from any Xxxx Entity obligation to pay or guaranty of any Company obligation to any Mortgage Lender. The Indemnification Agreement will be in form and substance identical mutually acceptable to the Indemnification Agreement marked as Exhibit 3.01 (c) Purchase and attached to this AgreementSeller; and 2. Secure the Indemnification Agreement by bond or other security acceptable to Seller; and 3. On or before June 30, 2020 the Closing Date take such action as is necessary reasonably required to obtain the release of any guaranty of Company obligation to any Mortgage Lender by any member of the Xxxx Entities and the release of any real or personal property owned by any member of the Xxxx Entities and held by any Mortgage Lender as security for any Company obligation due to such Mortgage Lender; . (d) The failure of Purchaser to obtain the release by each Mortgage Lender of the Xxxx Entity guarantors and the release of any real or personal property owned by any of the Xxxx Entities and held as security by any Mortgage Lender for any Company obligations by June 30, 2020 twelve (12) months following the Closing Date will constitute a breach of this Agreement and of Purchasers obligations herein entitling Seller to such relief as is available at law or equitypursuant to the terms of the Agreement.