Assumption by Borrower Sample Clauses

Assumption by Borrower. Borrower hereby acknowledges and agrees that it hereby (i) assumes and promises to keep and perform all covenants and obligations on Original Borrower's part to be performed under all of the Loan Documents to the same extent as if Borrower were the original signatory thereto, and (ii) assumes and promises to pay the outstanding principal balance of the Note, with interest thereon, and all other sums required to be paid to Lender in accordance with the provisions of the Note and other Loan Documents, and to perform, comply with and abide by each and every one of the covenants, agreements and conditions contained and set forth in the Loan Documents.
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Assumption by Borrower. (a) For value received, Borrower hereby assumes and promises to pay the indebtedness of Borrower evidenced by the Loan Documents (the “Indebtedness”) at the times, in the manner and in all respects as therein provided and as herein modified, and agrees to be bound by and to perform and comply with each and every covenant, condition and obligation of the Original Borrower from and after the date hereof contained in the Loan Documents as though the Loan Documents had originally been made, executed and delivered by Borrower.
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Assumption by Borrower. Borrower hereby assumes each and every obligation of Lakewood Associates under the Loan Documents whenever accruing, including, particularly, but without limitation, the obligations of the Note and the exclusions from non-recourse liability set forth in the Loan Documents, and Borrower agrees to perform all obligations of Borrower under the Loan Documents and to pay to Lender the sums due and to become due under the Loan Documents as fully as if Borrower had executed the Loan Documents on the date thereof as Borrower. Notwithstanding anything contained herein to the contrary, Borrower does not assume any liability for or with respect to (i) any breach by Lakewood Associates of any of its representations or warranties contained in the Loan Documents, or (ii) the payment or performance (or nonpayment or failure to perform) by Lakewood Associates of any of its covenants, agreements or obligations under or pursuant to the Loan Documents, the payment or performance of which became due (or the nonpayment or failure to perform occurred) prior to the date of Borrower’s purchase of the Property and agreement to assume the obligations of Lakewood Associates hereunder. Lender hereby consents to the assumption by Borrower as contemplated herein.
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Assumption by Borrower. Borrower hereby assumes and agrees to pay ---------------------- and perform all the obligations ("Assumed Obligations") of Acquisition at the times, in the amounts, and in the manner as provided in the Term Loan Documents, and to comply and be bound by all the terms and conditions of the Term Loan Documents, as amended hereby, upon the same terms and with the same effect as though Borrower had originally joined in the execution of the Term Loan Documents. No payment or discharge of any of the Assumed Obligations or of any lien or security interest securing the Assumed Obligations is intended by this Assumption Agreement and all security for the Assumed Obligations shall continue in full force, unimpaired from the date of the execution, attachment and perfection of the Term Loan Documents pertaining thereto. Nothing contained herein and nothing done pursuant hereto shall affect or be construed to affect any warranties of title granted in the Term Loan Documents (except that any warranty that Acquisition is the owner of any collateral given to Lender as security for the Obligations shall be deemed to be changed so as to warrant that Borrower is the owner of such collateral) or to subordinate the priority of the liens, security interests, assignments and charges granted under the Term Loan Documents to other liens, security interests, assignments and charges of any kind.
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Assumption by Borrower. The Borrower acknowledges and agrees that, by virtue of the Merger it has assumed, and it does hereby expressly assume, all of Old Lawsxx'x xxxhts, liabilities and obligations under the Existing Credit Agreement and the other Existing Loan Documents (other than the Existing Term Note), as such documents are amended and restated by or in connection with this Agreement. Without limiting the generality of the forgoing, Borrower does hereby grant, to the Bank a security interest in all of its assets that constitute "Collateral" under the Existing Security Agreement.
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Assumption by Borrower. The Borrower hereby assumes all the rights, responsibilities and liabilities of Original Borrower on the Loan Documents and the Unsecured Indemnity Agreement and agrees to pay to the Lender, its successors, endorsees, and assigns, all sums that are presently due or hereafter become due and payable on such Loan Documents and Unsecured Indemnity Agreement. Without limiting the generality of the foregoing, the Borrower agrees to pay all sums under the Loan Documents and Unsecured Indemnity Agreement at the time, in the manner, and in all other respects as therein provided, to perform all the obligations provided in the Loan Documents and Unsecured Indemnity Agreement at the time, in the manner, and in all other respects as therein provided or as otherwise agreed in writing, and to be bound by all of the terms of the Loan Documents and Unsecured Indemnity Agreement, as fully and to the same extent as though such Loan Documents and Unsecured Indemnity Agreement, and each of them had originally been made, executed and delivered by the Borrower. In amplification thereof, all references in the Loan Documents and Unsecured Indemnity Agreement to "Maker", "Borrower", "Debtor", "Indemnitor" or similar terms previously intended to describe the Original Borrower thereunder shall hereafter be deemed to refer to the Borrower. The foregoing covenants and agreements are in addition to and not in limitation of the assumption provisions contained in the deed of conveyance from the Original Borrower to the Borrower.
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Assumption by Borrower. Borrower hereby assumes and agrees to perform all of the duties, obligations and promises of Original Borrower as set forth in or arising under the Loan Documents, to be bound by all of the terms, conditions and provisions of the Loan Documents and to do any and all acts and things required under the Loan Documents to be done by Original Borrower, except to the extent modified in this Agreement.
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Related to Assumption by Borrower

  • Termination by Borrowers Upon at least fifteen (15) Business Days’ prior written notice and pursuant to payoff documentation in form and substance satisfactory to Agent and Lenders, Borrowers may, at their option, terminate this Agreement; provided, however, that no such termination shall be effective until Borrowers have complied with Section 2.2, Section 2.12(c) and the terms of each Fee Letter. Any notice of termination given by Borrowers shall be irrevocable unless all Lenders otherwise agree in writing and no Lender shall have any obligation to make any Loans on or after the termination date stated in such notice. Borrowers may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Termination by Borrower Upon at least ninety (90) days prior written notice to Agent, Borrower may, at its option, terminate this Agreement; provided, however, no such termination shall be effective until Borrower has paid all of the Obligations in immediately available funds and all Letters of Credit and LC Guaranties have expired or have been cash collateralized to Agent's satisfaction. Any notice of termination given by Borrower shall be irrevocable unless Required Lenders otherwise agree in writing, and Lenders shall have no obligation to make any Loans or issue or procure any Letters of Credit or LC Guaranties on or after the termination date stated in such notice. Borrower may elect to terminate this Agreement in its entirety only. No section of this Agreement or type of Loan available hereunder may be terminated singly.

  • Acceptance and Notice by Borrower Not later than 10:00 A.M. (New York City time) on (x) the third Euro-Dollar Business Day prior to the proposed date of Borrowing, in the case of a LIBOR Auction or (y) the proposed date of Borrowing, in the case of an Absolute Rate Auction (or, in either case, such other time or date as the Borrower and the Agent shall have mutually agreed and shall have notified to the Banks not later than the date of the Money Market Quote Request for the first LIBOR Auction or Absolute Rate Auction for which such change is to be effective), the Borrower shall notify the Agent of its acceptance or non-acceptance of the offers so notified to it pursuant to subsection (e). In the case of acceptance, such notice (a "Notice of Money Market Borrowing") shall specify the aggregate principal amount of offers for each Interest Period that are accepted. The Borrower may accept any Money Market Quote in whole or in part; provided that:

  • Waivers by Borrowers Each Borrower expressly waives all rights it may have now or in the future under any statute, or at common law, or at law or in equity, or otherwise, to compel Agent or Lenders to marshal assets or to proceed in respect of the Obligations guaranteed hereunder against any other Credit Party, any other party or against any security for the payment and performance of the Obligations before proceeding against, or as a condition to proceeding against, such Borrower. It is agreed among each Borrower, Agent and Lenders that the foregoing waivers are of the essence of the transaction contemplated by this Agreement and the other Loan Documents and that, but for the provisions of this Section 12 and such waivers, Agent and Lenders would decline to enter into this Agreement.

  • Release by Borrower THE BORROWER HEREBY ACKNOWLEDGES THAT BORROWER HAS NO DEFENSE, COUNTERCLAIM, OFFSET, CROSS-COMPLAINT, CLAIM OR DEMAND OF ANY KIND OR NATURE WHATSOEVER THAT CAN BE ASSERTED TO REDUCE OR ELIMINATE ALL OR ANY PART OF ITS LIABILITY TO REPAY THE “OBLIGATIONS” OR TO SEEK AFFIRMATIVE RELIEF OR DAMAGES OF ANY KIND OR NATURE FROM AGENT OR THE LENDERS. THE BORROWER HEREBY VOLUNTARILY AND KNOWINGLY RELEASES AND FOREVER DISCHARGES AGENT AND THE LENDERS, AND THEIR RESPECTIVE PREDECESSORS, AGENTS, EMPLOYEES, SUCCESSORS AND ASSIGNS (THE “RELEASED PARTIES”), FROM ALL POSSIBLE CLAIMS, DEMANDS, ACTIONS, CAUSES OF ACTION, DAMAGES, COSTS, EXPENSES, AND LIABILITIES WHATSOEVER, KNOWN OR UNKNOWN, ANTICIPATED OR UNANTICIPATED, SUSPECTED OR UNSUSPECTED, FIXED, CONTINGENT, OR CONDITIONAL, AT LAW OR IN EQUITY, ORIGINATING IN WHOLE OR IN PART ON OR BEFORE THE DATE THIS AMENDMENT IS EXECUTED, WHICH THE BORROWER MAY NOW OR HEREAFTER HAVE AGAINST THE RELEASED PARTIES, IF ANY, AND IRRESPECTIVE OF WHETHER ANY SUCH CLAIMS ARISE OUT OF CONTRACT, TORT, VIOLATION OF LAW OR REGULATIONS, OR OTHERWISE, AND ARISING FROM ANY “LOANS”, INCLUDING, WITHOUT LIMITATION, ANY CONTRACTING FOR, CHARGING, TAKING, RESERVING, COLLECTING OR RECEIVING INTEREST IN EXCESS OF THE HIGHEST LAWFUL RATE APPLICABLE, THE EXERCISE OF ANY RIGHTS AND REMEDIES UNDER THE LOAN AGREEMENT OR OTHER CREDIT DOCUMENTS, AND NEGOTIATION FOR AND EXECUTION OF THIS AMENDMENT.

  • Payments by Borrower; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from the Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that the Borrower will not make such payment, the Administrative Agent may assume that the Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if the Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in immediately available funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the greater of the Federal Funds Rate and a rate determined by the Administrative Agent in accordance with banking industry rules on interbank compensation. A notice of the Administrative Agent to any Lender or the Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Waivers by Borrower BORROWER WAIVES (i) THE RIGHT TO TRIAL BY JURY (WHICH AGENT AND EACH LENDER HEREBY ALSO WAIVES) IN ANY ACTION, SUIT, PROCEEDING OR COUNTERCLAIM OF ANY KIND ARISING OUT OF OR RELATED TO ANY OF THE LOAN DOCUMENTS, THE OBLIGATIONS OR THE COLLATERAL; (ii) PRESENTMENT, DEMAND AND PROTEST AND NOTICE OF PRESENTMENT, PROTEST, DEFAULT, NON PAYMENT, MATURITY, RELEASE, COMPROMISE, SETTLEMENT, EXTENSION OR RENEWAL OF ANY OR ALL COMMERCIAL PAPER, ACCOUNTS, CONTRACT RIGHTS, DOCUMENTS, INSTRUMENTS, CHATTEL PAPER AND GUARANTIES AT ANY TIME HELD BY AGENT OR ANY LENDER ON WHICH BORROWER MAY IN ANY WAY BE LIABLE AND HEREBY RATIFIES AND CONFIRMS WHATEVER AGENT OR ANY LENDER MAY DO IN THIS REGARD; (iii) NOTICE PRIOR TO AGENT'S TAKING POSSESSION OR CONTROL OF THE COLLATERAL OR ANY BOND OR SECURITY WHICH MIGHT BE REQUIRED BY ANY COURT PRIOR TO ALLOWING AGENT TO EXERCISE ANY OF AGENT'S REMEDIES; (iv) THE BENEFIT OF ALL VALUATION, APPRAISEMENT AND EXEMPTION LAWS; AND (v) NOTICE OF ACCEPTANCE HEREOF. BORROWER ACKNOWLEDGES THAT THE FOREGOING WAIVERS ARE A MATERIAL INDUCEMENT TO AGENT'S AND EACH LENDER'S ENTERING INTO THIS AGREEMENT AND THAT AGENT AND EACH LENDER IS RELYING UPON THE FOREGOING WAIVERS IN ITS FUTURE DEALINGS WITH BORROWER. BORROWER WARRANTS AND REPRESENTS THAT IT HAS REVIEWED THE FOREGOING WAIVERS WITH ITS LEGAL COUNSEL AND HAS KNOWINGLY AND VOLUNTARILY WAIVED ITS JURY TRIAL RIGHTS FOLLOWING CONSULTATION WITH LEGAL COUNSEL. IN THE EVENT OF LITIGATION, THIS AGREEMENT MAY BE FILED AS A WRITTEN CONSENT TO A TRIAL BY THE COURT.

  • Waiver by Borrower Upon the occurrence of an Event of Default, to the extent permitted by law, Borrower covenants that it will not at any time insist upon or plead, or in any manner whatsoever claim or take any benefit or advantage of, any stay or extension law now or at any time hereafter in force, nor claim, take nor insist upon any benefit or advantage of or from any law now or hereafter in force providing for the valuation or appraisement of the Collateral or any part thereof prior to any sale or sales thereof to be made pursuant to any provision herein contained, or to the decree, judgment or order of any court of competent jurisdiction; nor, after such sale or sales, claim or exercise any right under any statute now or hereafter made or enacted by any state or otherwise to redeem the property so sold or any part thereof, and, to the full extent legally permitted, except as to rights expressly provided herein, hereby expressly waives for itself and on behalf of each and every Person, except decree or judgment creditors of Borrower, acquiring any interest in or title to the Collateral or any part thereof subsequent to the date of this Agreement, all benefit and advantage of any such law or laws, and covenants that it will not invoke or utilize any such law or laws or otherwise hinder, delay or impede the execution of any power herein granted and delegated to Lender, but will suffer and permit the execution of every such power as though no such power, law or laws had been made or enacted.

  • Payments by Borrowers; Presumptions by Administrative Agent Unless the Administrative Agent shall have received notice from a Borrower prior to the date on which any payment is due to the Administrative Agent for the account of the Lenders or the L/C Issuer hereunder that such Borrower will not make such payment, the Administrative Agent may assume that such Borrower has made such payment on such date in accordance herewith and may, in reliance upon such assumption, distribute to the Lenders or the L/C Issuer, as the case may be, the amount due. In such event, if such Borrower has not in fact made such payment, then each of the Lenders or the L/C Issuer, as the case may be, severally agrees to repay to the Administrative Agent forthwith on demand the amount so distributed to such Lender or the L/C Issuer, in Same Day Funds with interest thereon, for each day from and including the date such amount is distributed to it to but excluding the date of payment to the Administrative Agent, at the Overnight Rate. A notice of the Administrative Agent to any Lender or Borrower with respect to any amount owing under this subsection (b) shall be conclusive, absent manifest error.

  • Assignment by Borrower The Borrower shall not assign or transfer any of its rights or obligations under any of the Loan Documents without the prior written consent of each of the Banks.

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