HUD Loan. “HUD Loan” shall mean that certain first mortgage loan in the original principal amount of Thirteen Million Six Hundred Sixteen Thousand Seven Hundred Dollars ($13,616,700), made to Seller by Pacific Commonwealth Mortgage Company, a California corporation (“Lender”) on or about July 1, 1999, guaranteed by the United States Department of Housing and Urban Development (“HUD”), which loan is secured by the Property.
HUD Loan. The Meditrust Entities shall use their best efforts to obtain the HUD Estoppel Certificate. The parties hereto acknowledge and agree that any disclosure in the HUD Estoppel Certificate of the existence of any default under the HUD Financing Documents shall not constitute a basis for the Purchaser to object to the HUD Estoppel Certificate unless any such default under the HUD Estoppel Certificate is not cured or waived in writing on or prior to the Closing Date. At the Sellers' sole cost and expense, the Sellers shall use their best efforts to obtain all consents required under the HUD Financing Documents (collectively, the "HUD Consents") to allow the assignment of the Membership Interest. The Meditrust Entities and the Purchaser agree to execute and deliver such documents, instruments, certificates and agreements as may be reasonably required pursuant to the terms of the HUD Consents, provided that the same are mutually acceptable to the Sellers and the Purchaser (collectively, the "HUD Assignment and Assumption Documents"). The Purchaser agrees to reasonably cooperate with the Sellers in connection with the Sellers' efforts to obtain the HUD Consents, which cooperation shall include, without limitation, providing any financial information pertaining to the Purchaser (or its Affiliates) requested by the HUD Mortgagee. At the Closing, the Purchaser shall be entitled to a credit toward the Purchase Price in the amount of the principal indebtedness outstanding under the HUD Financing Documents as of the Closing 65 <PAGE> Date; PROVIDED, HOWEVER, that to the extent that any interest has accrued thereunder for the then current interest period in which the Closing occurs and such interest is not payable until after the Closing, THEN, there shall be no credit to the Purchase Price for such unpaid interest (as such interest payment obligation has been passed through to the applicable Tenant under the Bedford, NH Lease). In the event that, as of the Closing Date (as the same may have been extended), the Sellers have not obtained the HUD Consents, THEN, subject to the other terms and provisions hereof (a) prior to the consummation of the transaction contemplated hereunder, New Meditrust-LLC shall transfer the Meditrust-Bedford Shares to MHC, (b) the Purchaser shall be entitled to a credit to the Purchase Price at the Closing in the amount of the Allocated Value relating to the Bedford, NH Facility, (c) the Sellers shall continue to use their best efforts to obtain ...
HUD Loan. (a) It is anticipated that a loan from the United States Department of Housing and Urban Development (“HUD”) in the approximate amount of fourteen million dollars ($14,000,000) may be available, through the City’s Community Development Department, to partially fund the acquisition of the Site (“HUD Loan”).
HUD Loan. The HUD Loan is in full force and effect and Seller has received no written notice of any default thereunder. The documents listed on Schedule 7.1.29 (“HUD Loan Documents”) constitute all of the documents that evidence, secure or relate to the HUD Loan. All interest and other payments required under the HUD Loan have been paid through the date currently due. To Seller’s knowledge, there is no default under the HUD Loan Documents by Seller or by Lender.
HUD Loan. During the Term, the Lessee shall comply with the provisions of the HUD Loan Documents as to management, distribution of revenues, operation, use, services, repair, insurance, maintenance, subletting and renting, rental and service charge rates, reports, safety, environment and health, required services, operating agreements, financial reporting, maintenance of the IPALC Lease and maintenance of the Guarantor and Affiliate entities sufficient to qualify at all times as a manager and lessee under the HUD Loan Documents and shall cause the Assets and the Assigned Rights to be in compliance with the applicable
HUD Loan. Section 402.1.1.(e) is amended to add the following sentence to the end of the paragraph: “Upon the Agency’s conveyance of the Acquisition Parcels in Subarea A to the Developer, the Developer’s right to terminate this Agreement pursuant to this Section 402.1.1.(e) shall be terminated.”
HUD Loan. If all applicable HUD Approvals have been denied, or have not been obtained on or before November 1, 2006, and the Agreement and Plan of Merger has not been terminated prior to consummation of the DE Closing, then, as soon thereafter as is permitted by the terms of the HUD Loan, DIA shall prepay in full the HUD Loan and Sellers (other than Focus DE and DIA) shall pay all prepayment penalties, premiums, costs and expenses assessed under the HUD Loan in connection with such prepayment and if the HUD Loan is so prepaid, Purchaser shall agree to consummate the DE Transactions under the terms of the Agreement and Plan of Merger so long as all conditions to the DE Closing contained in the Agreement and Plan of Merger shall have otherwise been satisfied or are satisfied at the DE Closing.
HUD Loan. The HUD Loan is in full force and effect and Seller has received no written notice of any default thereunder. The documents listed on Schedule 7.1.29 (“HUD Loan Documents”) constitute all of the documents that evidence, secure or relate to the HUD Loan. All interest and other payments required under the HUD Loan have been paid through the date currently due. To Seller’s knowledge, there is no default under the HUD Loan Documents by Seller or by Lender. 7.2 Definition of “Seller’s knowledge”; Survival. As used in this Agreement, the phrases “Seller’s knowledge” or “to the knowledge of Seller” means the actual knowledge of Xxxxxx Xxxxxxx and the Executive Director and/or Administrator of the Community, based upon a reasonable duty of inquiry and investigation (which shall include inquiry of the maintenance staff of the Community), which individuals are the persons who would, in the ordinary course of their responsibilities as employees or agents of Seller, receive notice from other agents or employees of Seller or from other persons or entities of any of the matters described in the representations and warranties in this Agreement which are limited by the knowledge of Seller. The foregoing representations and warranties of Seller are made by Seller as of the date hereof and again as of the Closing Date, shall survive the Closing for a period of eighteen (18) months (the “Survival Period”) and shall not be merged as of the Closing Date hereunder; provided, however, that the representations and warranties made by Seller in Section 7.1.28 regarding Health Regulatory Compliance shall survive the Closing until the later of the expiration of the Survival Period or the expiration of any applicable statutorily prescribed statute of limitations. The Survival Period shall not apply to or otherwise limit Seller’s obligations hereunder with 26 respect to any liability of Seller arising under Section 13.4.3(b) or Section 13.4.3(d) of this Agreement and/or Seller breach resulting from fraud, intentional misrepresentation or willful misconduct. 7.3
