Permitted Assumptions by Agent Sample Clauses

Permitted Assumptions by Agent. Unless the Agent shall have ------------------------------ been notified by the Borrower in writing prior to the date on which the Borrower is scheduled to make a payment to the Agent for the account of one or more of the Lenders (such payment being the "Borrower Required Payment"), which notice ------------------------- shall be effective upon receipt, that the Borrower does not intend to make the Borrower Required Payment to the Agent, the Agent may assume that the Borrower Required Payment has been made and may, in reliance upon such assumption (but shall not be required to), make such amount available to the Lenders entitled thereto on such date. If the Borrower has not in fact made the Borrower Required Payment to the Agent, the recipient(s) of such payment shall, on demand, repay to the Agent the amount so made available together with interest in respect of each day during the period commencing on the date such amount was so made available by the Agent until the date the Agent recovers such amount at a rate per annum equal to the Federal Funds Rate for such day (as determined by the Agent) provided, however, that if such Lender shall fail to repay to the Agent -------- the amount so made available within two (2) Business Days after the date it shall have received notice from the Agent that the original demand for payment was not satisfied, interest shall accrue (from such second Business Day after notice is received) at a rate equal to the rate payable by the Borrower on the corresponding Loan (but not the Default Rate).
Sample 1
Permitted Assumptions by Agent. (a) Unless the Agent shall have received notice from a Lender prior to 12:00 noon (Philadelphia time) on the date of any Loan that such Lender will not make available to the Agent such Lender's ratable portion of such Loan, the Agent may assume that such Lender has made or will make such portion available to the Agent on the date of such Loan. The Agent may in its sole discretion and in reliance upon such assumption make available to the Borrower on such date a corresponding amount. If a Lender has not or does not make available to the Agent the full amount on the day of the advance, the Agent may advance such corresponding amount and such Lender agrees to repay to the Agent on demand such corresponding amount together with interest thereon, for each day from the date such amount is made available to the Borrower until the date such amount is repaid by such Lender to the Agent at the Federal Funds Rate provided, however, that if such Lender shall fail to make available to the Agent the full amount of such Lender's share of the advance within two (2) Business Days of the date it shall have received notice from the Agent that its share of the advance has not been received, interest shall accrue (from such second Business Day after notice is received) at a rate equal to the rate payable by the Borrower on the corresponding Loan. (b) If such Lender shall reimburse the Agent for an amount advanced by the Agent pursuant to the preceding paragraph (a), such amount shall constitute such Lender's portion of the applicable Loans for purposes of this Agreement. If such Lender does not reimburse such corresponding amount immediately upon the Agent's demand therefor, the Agent shall notify the Borrower and the Borrower shall immediately pay such corresponding amount to the Agent, with interest at the applicable rate hereunder. The failure of any Lender to fund its portion of any Loans shall not relieve any other Lender of its obligation, if any, hereunder to fund its respective portion of the Loans on the funding date, but no Lender shall be responsible for any such failure of any other Lender. (c) If the Agent advances any funds pursuant to this Subsection 2.4.5 in respect of another Lender's Commitment and whether or not the relevant Lender thereafter reimburses the Agent, any contractual interest payable on such amount by the Borrower hereunder for the period commencing on the date such amount was made available by the Agent until the date the relevant Lender reimbu...
Sample 1
Permitted Assumptions by Agent. Unless the Agent shall have received notice from a Lender prior to 12:30 p.m. Philadelphia time on the requested Funding Date of any Loan that such Lender will not make available to the Agent such Lender's Pro Rata Share of such Loan, the Agent may assume that such Lender has made or will make its Pro Rata Share available to the Agent on the requested Funding Date of such Loan. The Agent may in its discretion and in reliance upon such assumption make available to the Borrower on such date a corresponding amount.
Sample 1
Permitted Assumptions by Agent. (A) of the Loan Agreement shall be and is hereby amended to read, in its entirety, as follows:
Sample 1

Related to Permitted Assumptions by Agent

  • Definitions and Assumptions For purposes of this Agreement: (i) the terms “excess parachute payment” and “parachute payments” shall have the meanings assigned to them in Section 280G of the Code, and such “parachute payments” shall be valued as provided therein; (ii) present value shall be calculated in accordance with Section 280G(d)(4) of the Code; (iii) the term “Base Period Income” means an amount equal to Executive’s “annualized includible compensation for the base period” as defined in Section 280G(d)(1) of the Code; (iv) “Agreement Benefits” shall mean the payments and benefits to be paid or provided pursuant to this Agreement; (v) for purposes of the opinion of the National Advisor, the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code, which determination shall be evidenced in a certificate of such auditors addressed to the Company and Executive; and (vi) Executive shall be deemed to pay federal income tax and employment taxes at the highest marginal rate of federal income and employment taxation, and state and local income taxes at the highest marginal rate of taxation in the state or locality of Executive’s domicile (determined in both cases in the calendar year in which the Date of Termination occurs or the notice described in Section 4.5(b) above is given, whichever is earlier), net of the maximum reduction in federal income taxes that may be obtained from the deduction of such state and local taxes.

  • Acceptance and Assumption Assignee hereby accepts the foregoing assignment and further hereby assumes and agrees to perform, from and after January 1, 2002, all duties, obligations and responsibilities of the property manager arising under the Agreement.

  • Payoffs and Assumptions The Seller shall provide to the Purchaser, or its designee, copies of all assumption and payoff statements generated by the Seller on the related Mortgage Loans from the related Cut-off Date to the related Transfer Date.

  • Assignment and Assumption of Contracts (a) Seller hereby sells, assigns, transfers and conveys to Purchaser all of Seller’s right, title and interest in, to and under those service, supply and similar agreements set forth on Exhibit C, attached hereto and made a part hereof (the “Contracts”). (b) Purchaser hereby assumes all of the covenants, agreements, conditions and other terms and provisions stated in the Contracts which, under the terms of the Contracts, are to be performed, observed, and complied with by the property owner from and after the date of this Agreement. Purchaser acknowledges that Purchaser shall become solely responsible and liable under the Contracts for obligations arising or accruing from and after the date hereof, including with respect to any and all payments coming due under the Contracts for which Purchaser has received a credit or payment on the closing statement executed by Purchaser and Seller (the “Credited Payments”). It is specifically agreed between Seller and Purchaser that Seller shall remain liable for the performance of the obligations to be performed by Seller under the Contracts which were required to be performed prior to (but not from and after) the date hereof. (c) Purchaser shall indemnify, hold harmless and defend Seller from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Seller by reason of the failure of Purchaser to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period from and after the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments (to the extent paid or assigned to Purchaser or for which Purchaser received a credit or payment at Closing). Seller shall indemnify, hold harmless and defend Purchaser from and against any and all claims, demands, causes of action, liabilities, losses, costs, damages and expenses (including reasonable attorneys’ fees and expenses and court costs incurred in defending any such claim or in enforcing this indemnity) that may be incurred by Purchaser by reason of the failure of Seller to perform, observe and comply with its obligations under any of the Contracts arising or accruing during the period prior to the date hereof, including without limitation, claims made by any other contract party with respect to the Credited Payments, arising before the date hereof (to the extent such Credited Payments were not paid or assigned to Purchaser or for which Purchaser did not receive a credit or payment at Closing).

  • Assignment and Assumption Consent Effective as of the First Amendment Effective Date, for agreed consideration, XXX hereby irrevocably sells and assigns to MBL, and MBL hereby irrevocably purchases and assumes all rights and obligations in its capacity as Lender under the LC Reimbursement Agreement and other Credit Documents, including, without limitation, all of MBL’s rights and obligations with respect to the Collateral and Intercreditor Agreement and the Security Documents (as defined in the Collateral and Intercreditor Agreement, and such Security Documents together with the Collateral and Intercreditor Agreement are referred to herein as the “Security Documents”) (the “Lender Assignment”). Effective as of the First Amendment Effective Date and in accordance with Section 7.9 of the LC Reimbursement Agreement, the Account Party hereby consents to the Lender Assignment.

  • Assignment and Assumption The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption, together with a processing and recordation fee in the amount of $3,500; provided, however, that the Administrative Agent may, in its sole discretion, elect to waive such processing and recordation fee in the case of any assignment. The assignee, if it is not a Lender, shall deliver to the Administrative Agent an Administrative Questionnaire.

  • Transfer of Assets and Assumption of Liabilities (a) On or prior to the Effective Time, but in any case prior to the Distribution, in accordance with the Plan of Reorganization:

  • Assignment and Assumption of Leases Two (2) counterparts of the Assignment and Assumption of Leases, executed, acknowledged and sealed by Purchaser;

  • Assignment and Assumption Agreement The parties to each assignment shall execute and deliver to the Administrative Agent an Assignment and Assumption Agreement, together with a processing and recordation fee of $3,500, and the assignee, if it is not a Lender, shall deliver to the Administrative Agent an administrative questionnaire provided by the Administrative Agent.

  • Assignment and Assumption of Lease The Assignment and Assumption ---------------------------------- of Lease;