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. SIGNED by AXXXX X. XXXXXX, Treasurer for and on behalf of ROYAL CARIBBEAN CRUISES LTD. ) ) ) /s/ AXXXX X. XXXXXX )
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. 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.
New Borrower. With respect to the addition of the New Borrower as a Borrower, the Bank shall have received:
(a) A certificate, dated the Amendment No. 5 Effective Date, of the chief financial officer or other analogous counterpart of the New Borrower: (i) attaching a true and complete copy of the resolutions of its Managing Person and of all documents evidencing all necessary limited liability company action (in form and substance satisfactory to the Bank) taken by it to authorize the Loan Documents to which it is a party and the transactions contemplated thereby, (ii) attaching a true and complete copy of its certificate of formation and operating agreement, (iii) attaching a certificate of good standing of the secretary of state of its organization or formation, issued not more than 30 days prior to the Amendment No. 5 Effective Date, and (iv) setting forth the incumbency of its officer or officers (or the equivalent) who may sign the Loan Documents to which it is a party, including therein a signature specimen of such officer or officers (or equivalent).
(b) The Bank shall have received certificates of insurance or other evidence reasonably satisfactory to the Bank that the insurance required by Section 5.2(f)(i) with respect to the New Borrower has been obtained and is in effect.
(c) The Bank shall have received Uniform Commercial Code financing statements (or amendments), required by law or reasonably requested by the Bank to be filed, registered or recorded to create or perfect the Liens intended to be created under the Pledge Agreement – Subsidiary Borrowers, as amended by this Amendment.
(d) The Bank shall have received Uniform Commercial Code, tax and judgment lien search reports with respect to each applicable public office where Liens are or may be filed disclosing that there are no outstanding Liens of record as of the Amendment No. 5 Effective Date in such official's office covering the New Borrower as debtor thereunder or any Collateral attributable to the New Borrower (in any case, other than Liens permitted to exist pursuant to Section 6.1 of the Credit Agreement).
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. 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.
