New Borrower. New Borrower hereby is added as a “Borrower” under the Loan Agreement. All references in the Agreement to “Borrower” shall hereafter mean and include the Existing Borrower and New Borrower individually and collectively, jointly and severally; and New Borrower shall hereafter have all rights, duties and obligations of “Borrower” thereunder.
New Borrower. If the Borrower is not the original borrower, such Xxxxxxxx agrees to be bound by all obligations of the original borrower under the Contract and Agreements.
New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of California. The GC Net Lease Operating Partnership, L.P. (the “Operating Partnership”) is the sole member of New Borrower. Operating Partnership, acting alone without the joinder of any manager of New Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower have been duly and properly authorized pursuant to all requisite company action and will not (i) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the articles of organization, certificate of formation, operating agreement, limited liability company agreement, or any other organizational document of New Borrower or (ii) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected.
New Borrower. New Borrower represents and warrants to Lender, as of the date of this Assumption Agreement, that:
(i) Contemporaneously with the execution and delivery of this Assumption Agreement, each of the following is true:
(A) It has acquired from Original Borrower all the Mortgaged Property.
(B) It has assumed the obligations of Original Borrower under the Leases.
(C) It has not granted to Original Borrower a mortgage or other lien upon the Mortgaged Property to secure any debt or obligations owed to Original Borrower.
(D) It has obtained any consent to the Transfer and the Assumption that is required under the terms of any agreement to which New Borrower is a party.
(ii) It has no knowledge that any of the representations and warranties made by Original Borrower in this Assumption Agreement are untrue, incomplete, or incorrect in any material respect.
(iii) There are no judicial, administrative, mediation, or arbitration actions, suits or proceedings pending or, to the best of New Borrower’s knowledge, threatened in writing against or affecting New Borrower (and, if New Borrower is a limited partnership, any of its general partners, or if New Borrower is a limited liability company, any member of New Borrower) or the Mortgaged Property, which, if adversely determined, would have a material adverse effect on the Mortgaged Property or on the enforceability or validity of the Note, the Loan Agreement (if applicable), the Guaranty, the Security Instrument, or any of the other Loan Documents.
(iv) New Borrower and any operator of the Mortgaged Property, if applicable, and to the best of New Borrower’s knowledge, any commercial tenant of the Mortgaged Property, is in possession of all material licenses, permits, and authorizations required for use of the Mortgaged Property, which are all valid and in full force and effect as of the date of this Assumption Agreement.
(v) No portion of the Mortgaged Property has been or will be purchased with the proceeds of any illegal activity.
(vi) All information in the application for Xxxxxx’s approval of the Assumption submitted to Lender, including all financial statements for the Mortgaged Property, New Borrower, New Guarantor, and any Borrower Principal, and all reports, certificates, forms (including any Freddie Mac Form 1114, 1115, or 1116), and any other documents submitted in connection with the application (collectively, “Loan Application”) was complete and accurate in all material respects when delivered to Lender.
(vii) T...
New Borrower. New Borrower is a duly organized, validly existing limited liability company in good standing under the laws of the State of Delaware and is qualified to transact business in the State of Hawaii. As of the date hereof, TNP Strategic Retail Operating Partnership, L.P., a Delaware limited partnership (the “TNP Operating Partnership”) is the sole member of New Borrower. The TNP Operating Partnership, acting alone without the joinder of any manager of New Borrower or any other party, has the power and authority to execute this Agreement on behalf of and to duly bind New Borrower under this Agreement and the Loan Documents. The execution and delivery of, and performance under, this Agreement and the Loan Documents by New Borrower have been duly and properly authorized pursuant to all requisite company action and will not (x) violate any provision of any law, rule, regulation, order, writ, judgment, injunction, decree, determination or award presently in effect having applicability to New Borrower or the certificate of formation, limited liability company agreement, or any other organizational document of New Borrower or (y) result in a breach of or constitute or cause a default under any indenture, agreement, lease or instrument to which New Borrower is a party or by which the Project may be bound or affected.
New Borrower. TransEnterix International hereby is added as a “Borrower” under the Loan Agreement. All references in the Agreement to “Borrower” shall hereafter mean and include the Existing Borrowers and TransEnterix International individually and collectively, jointly and severally; and TransEnterix International shall hereafter have all rights, duties and obligations of “Borrower” thereunder.
New Borrower. The Parent by its signature below becomes a Borrower under the Credit Agreement with the same force and effect as if originally named therein as a Borrower, and the Parent hereby (a) agrees to all the terms and provisions of the Credit Agreement applicable to it as a Borrower thereunder and (b) represents and warrants that the representations and warranties made by it as a Borrower under the Credit Agreement and the other Credit Documents are true and correct on and as of the date hereof. Except as expressly modified hereby, the Credit Agreement shall remain in full force and effect.
New Borrower. Without releasing Existing Borrower from liability to Lender for all obligations existing or in the future arising under the Agreement, New Borrower hereby assumes obligations as a Borrower to Lender under the Agreement and all obligations to Lender under all other documents and instruments executed by Existing Borrower in connection with the Agreement. By executing this Amendment, New Borrower shall become a Borrower under the Agreement with all rights and obligations attendant to such status. New Borrower grants to Lender all of the conveyances and rights granted to Lender under the Agreement, including but not limited to a security interest in all collateral described therein and all rights and remedies set forth therein (including but not limited to rights of termination, acceleration and foreclosure).
New Borrower. (a) If the Company wishes Adecco CC to become a Borrower, then it may deliver to the Agent the relevant documents and evidence listed in Part II of Schedule 2 (Adecco CC Conditions Precedent Documents).
(b) Adecco CC will become a Borrower when the Agent notifies the other Finance Parties and the Company that it has received all of the documents and evidence referred to in paragraph (a) above in form and substance satisfactory to it. The Agent must give this notification as soon as reasonably practicable.
(c) Delivery of an Accession Agreement, executed by Adecco CC and the Company, to the Agent constitutes confirmation by Adecco CC and the Company that the Repeating Representations with respect to the Company, and the representations in Clauses 18.2 to 18.15 and 18.17 to 18.19 with respect to Adecco CC, are then correct and such representations will be deemed to be made again on the date on which Adecco CC becomes a Borrower under this Agreement.
New Borrower. Upon the satisfaction of the conditions referred to in Section 3.04 of the Credit Agreement, (i) each of the Banks shall make a Loan to Tyco Luxembourg on the terms and conditions set forth in the Credit Agreement, (ii) the proceeds of such Loans shall fund to the extent necessary an inter-company loan by Tyco Luxembourg to Tyco US, which inter-company loan shall fund in whole or in part the repayment of all loans to Tyco US under the Credit Agreement and the Existing Agreements, (iii) Tyco US shall execute a promissory note in favor of Tyco Luxembourg, in form reasonably satisfactory to Tyco Luxembourg, to evidence such inter-company loans, (iv) Tyco Luxembourg shall become a party to the Credit Agreement and shall be the Borrower thereunder with all the rights of the Borrower thereunder and all liabilities and obligations under the Credit Agreement and the Notes arising from and after the effectiveness of this Agreement and (v) Tyco US shall be released from all 117 liabilities and obligations under the Credit Agreement and the Notes to the extent such liabilities and obligations arise from and after the effectiveness of this Agreement and shall cease to be a party to the Credit Agreement. Nothing in this Section shall affect the obligations of Tyco US as a Subsidiary Guarantor.
