Assumption of the Loan Sample Clauses

Assumption of the Loan. In connection with the sale by Borrower of all of its right, title and interest in and to all of the Properties to a unrelated third-party purchaser (the "Transferee"), Borrower shall have the right to request that ---------- Lender approve (on a one time only basis), a transfer, assignment to, and assumption by, Transferee of Borrower's obligations under the Note, the Mortgages and the Loan Documents. Lender's consent to such transfer and assignment and assumption will not be unreasonably withheld after consideration of all relevant factors, provided that:
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Assumption of the Loan. Buyer shall, at Closing, assume the Loan pursuant to the provisions of the loan documents listed on Schedule 2.3 attached hereto (the “Loan Documents”). Seller and Buyer shall reasonably cooperate to effectuate the assumption thereof. Seller and Buyer shall promptly, during the Contingency Period (and in any event within five (5) Business Days of the date hereof), make application to the Lender on Lender’s standard forms for the assumption of the Loan, without changes or modifications in the terms of the Loan, and Buyer shall thereafter use its reasonable, diligent, good faith efforts to (1) cause Lender to approve of Buyer’s assumption of the Loan or to determine that the Buyer is a Qualified Transferee, as defined in the Loan Documents, (2) diligently prosecute such application, including, without limitation, promptly providing financial and other information as Lender shall require and such documentation as may be required in connection with the substitute borrower, guarantor and environmental indemnitor, and (3) to otherwise comply with the requirements reasonably imposed by Lender for the assumption of the Loan. Seller shall use its commercially reasonable efforts to cause the Loan to be transferred to Buyer and will provide any certificates of Seller and legal opinions with respect to Seller and other information or documentation as Lender may reasonably require in connection with the transfer and assumption of the Loan (excluding, for avoidance of doubt, any non-consolidation or other opinions required by Lender with respect to Buyer or any single purpose entity Buyer elects to form to take title to the Property and assume the obligations of Seller under the Loan Documents). In addition, and in connection therewith, Buyer shall comply in all respects with the terms of the Loan Documents pertaining to a request to assume the obligations under the Loan Documents, including, but not limited to (a) qualifying the substitute borrower as a so-called single purpose, bankruptcy remote entity, in accordance the terms of the Loan Documents and as approved in writing by the Lender and the rating agencies, if any, (b) qualifying a new manager as a Qualifying Manager, as defined in the Loan Documents, (c) promptly delivering any required legal opinions, authority documentation and certificates in form and substance required by the Loan Documents and approved by the Lender, and (d) paying any Loan Assumption Costs. During the Contingency Period, Buyer shall satis...
Sample 1
Assumption of the Loan. New Maker unconditionally assumes all the duties, obligations, covenants, agreements, and liabilities of Original Maker under the Note and the other Loan Documents. In connection therewith, without limiting the generality of the foregoing, New Maker agrees to pay the Note at the time, in the manner and in all other respects as therein provided, to perform all of the duties, covenants and obligations provided in the Note and the other Loan Documents to be performed by Original Maker thereunder at the time, in the manner, and in all other respects as therein provided, and to be bound by all the terms of the Note and the other Loan Documents as fully and to the same extent as if the Note and the other Loan Documents were originally made, executed and delivered to Noteholder by New Maker. Accordingly, the Note and the other Loan Documents shall include New Maker as an obligor thereunder including, without limitation, the inclusion of New Maker as “Maker” under each Loan Document.
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Assumption of the Loan. Subject to the terms and conditions thereof, including but not limited to Section 15.1 of the Mortgage, Assignee unconditionally assumes all of the duties, obligations and liabilities of Assignor under the Loan Documents. In connection therewith, without limiting the generality of the foregoing, Assignee agrees to pay the Note at the time, in the manner and in all other respects as therein provided, to perform all of the duties, covenants and obligations provided in the Loan Documents to be performed by Assignor thereunder at the time, in the manner, and in all other respects as therein provided, and to be bound by all the terms of the Loan Documents as fully and to the same extent as if the Loan Documents were originally made, executed and delivered to Lender by Assignee. Accordingly, the Loan Documents shall include Assignee as an obligee thereunder, including without limitation, the inclusion of Assignee as “Borrower” under the Note, the Mortgage, the Assignment, and the Pledge Agreement and “Debtor” under the Financing Statement. Provided that all of the terms and conditions of this Agreement are satisfied, and the Property is in fact transferred to Assignee, Lender consents to the transfer of the Property by Assignor and the assumption of the Loan by Assignee.
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Assumption of the Loan. (a) Promptly upon execution of this Agreement, Seller shall introduce Purchaser to the Lender (and/or any servicer of the Loan) and request in writing that Lender (or, if applicable, the servicer of the Loan) consent to the sale and the assumption by Purchaser of the Loan. Seller shall cooperate in all reasonable respects with such request for consent, and shall use its commercially reasonable efforts to cause the Lender (or, if applicable, the servicer of the Loan) to deliver the Loan Approval as quickly as possible.
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Assumption of the Loan. The loan may not be assumed by a future purchaser without the prior written approval of Lender and the payment of any fees which may be associated therewith.
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Related to Assumption of the Loan

  • Assumption of Tariff Obligations Interconnection Customer agrees to abide by all rules and procedures pertaining to generation and transmission in the PJM Region, including but not limited to the rules and procedures concerning the dispatch of generation or scheduling transmission set forth in the Tariff, the Operating Agreement and the PJM Manuals.

  • Assumption of Agreement Employer shall require any Successor thereto, by agreement in form and substance reasonably satisfactory to Executive, to expressly assume and agree to perform this Agreement in the same manner and to the same extent that Employer would be required to perform it if no such succession had taken place. Failure of Employer to obtain such agreement prior to the effectiveness of any such succession shall be a breach of this Agreement and shall entitle Executive to compensation from Employer in the same amount and on the same terms as Executive would be entitled hereunder if Employer had terminated Executive’s employment Without Cause as described in Section 7, except that for purposes of implementing the foregoing, the date on which any such succession becomes effective shall be deemed the Date of Termination.

  • Assumption of Obligations Any buyer or transferee of Lessor's interest in this Lease shall be deemed to have assumed Lessor's obligation hereunder. Each Broker shall be a third party beneficiary of the provisions of Paragraphs 1.10, 15, 22 and 31. If Lessor fails to pay to a Broker any amounts due as and for commissions pertaining to this Lease when due, then such amounts shall accrue Interest. In addition, if Lessor fails to pay any amounts to Lessee's Broker when due, Lessee's Broker may send written notice to Lessor and Lessee of such failure and if Lessor fails to pay such amounts within ten (10) days after said notice, Lessee shall pay said monies to its Broker and offset such amounts against Rent. In addition, Lessee's Broker shall be deemed to be a third party beneficiary of any commission agreement entered into by and/or between Lessor and Lessor's Broker.

  • Assumption of the Risk The undersigned acknowledges and understands the following:

  • Merger or Consolidation of, or Assumption of the Obligations of the Servicer The Servicer shall not consolidate with or merge into any other corporation or convey or transfer its properties and assets substantially as an entirety to any Person, unless:

  • MERGER OR CONSOLIDATION OF, OR ASSUMPTION OF THE OBLIGATIONS OF THE SELLER Any Person (a) into which SLM ECFC may be merged or consolidated, (b) which may result from any merger or consolidation to which SLM ECFC shall be a party or (c) which may succeed to the properties and assets of SLM ECFC substantially as a whole, shall be the successor to SLM ECFC without the execution or filing of any document or any further act by any of the parties to these Master Terms; provided, however, that SLM ECFC hereby covenants that it will not consummate any of the foregoing transactions except upon satisfaction of the following: (i) the surviving Person, if other than SLM ECFC, executes an agreement of assumption to perform every obligation of SLM ECFC under these Master Terms, each Purchase Agreement and each Xxxx of Sale; (ii) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 5 shall have been breached; (iii) the surviving Person, if other than SLM ECFC, shall have delivered to the Interim Eligible Lender Trustee an Officers’ Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in these Master Terms relating to such transaction have been complied with, and that the Rating Agency Condition shall have been satisfied with respect to such transaction; and (iv) if SLM ECFC is not the surviving entity, SLM ECFC shall have delivered to the Interim Eligible Lender Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of Funding and the Interim Eligible Lender Trustee, respectively, in the Purchased Loans and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests.

  • Assumption of Agreements Subject to the provisions of Section 4.8(b), with respect to agreements existing as of the Bank Closing Date which provide for the rendering of services by or to the Failed Bank, within ninety (90) days after the Bank Closing Date, the Assuming Institution shall give the Receiver written notice specifying whether it elects to assume or not to assume each such agreement. Except as may be otherwise provided in this Article IV, the Assuming Institution agrees to comply with the terms of each such agreement for a period commencing on the day after the Bank Closing Date and ending on: (i) in the case of an agreement that provides for the rendering of services by the Failed Bank, the date which is ninety (90) days after the Bank Closing Date, and (ii) in the case of an agreement that provides for the rendering of services to the Failed Bank, the date which is thirty (30) days after the Assuming Institution has given notice to the Receiver of its election not to assume such agreement; provided that the Receiver can reasonably make such service agreements available to the Assuming Institution. The Assuming Institution shall be deemed by the Receiver to have assumed agreements for which no notification is timely given. The Receiver agrees to assign, transfer, convey and deliver to the Assuming Institution all right, title and interest of the Receiver, if any, in and to agreements the Assuming Institution assumes hereunder. In the event the Assuming Institution elects not to accept an assignment of any lease (or sublease) or negotiate a new lease for leased Bank Premises under Section 4.6 and does not otherwise occupy such premises, the provisions of this Section 4.8(a) shall not apply to service agreements related to such premises. The Assuming Institution agrees, during the period it has the use or benefit of any such agreement, promptly to pay to the Receiver or to appropriate third parties at the direction of the Receiver all operating costs with respect thereto and to comply with all relevant terms of such agreement.

  • Merger or Consolidation of, or Assumption of the Obligations of, Servicer Any Person (i) into which the Servicer shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Servicer shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Servicer, which Person in any of the foregoing cases is an Eligible Servicer and executes an agreement of assumption to perform every obligation of the Servicer under this Agreement, shall be the successor to the Servicer under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 7.3 and (y) the Servicer shall have delivered to the Depositor, the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest. The Servicer shall provide prior written notice of any merger, conversion, consolidation or succession pursuant to this Section 7.3 to the Rating Agencies. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x) and (y) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

  • Merger or Consolidation of, or Assumption of the Obligations of, Depositor Any Person (i) into which the Depositor shall be merged or consolidated, (ii) resulting from any merger, conversion or consolidation to which the Depositor shall be a party or (iii) that shall succeed by purchase and assumption to all or substantially all of the business of the Depositor, which Person in any of the foregoing cases executes an agreement of assumption to perform every obligation of the Depositor under this Agreement, shall be the successor to the Depositor under this Agreement without the execution or filing of any other document or any further act on the part of any of the parties to this Agreement; provided, however, that (x) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such merger, conversion, consolidation or succession and such agreement of assumption comply with this Section 6.3, (y) the Depositor shall have delivered to the Owner Trustee and the Indenture Trustee an Opinion of Counsel either (A) stating that, in the opinion of such counsel, all financing statements and continuation statements and amendments thereto have been authorized and filed that are necessary to fully preserve and protect the interest of the Trust and the Indenture Trustee, respectively, in the Receivables, and reciting the details of such filings or referring to prior Opinions of Counsel in which such details are given, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to fully preserve and protect such interest and (z) the Rating Agency Condition shall have been satisfied. Notwithstanding anything to the contrary contained herein, the execution of the foregoing agreement of assumption and compliance with clauses (x), (y) and (z) above shall be conditions to the consummation of the transactions referred to in clauses (i), (ii) and (iii) above.

  • Merger or Consolidation of, or Assumption of the Obligations of, Seller Any Person: (a) into which the Seller may be merged or consolidated, (b) that may result from any merger or consolidation to which the Seller shall be a party or (c) that may succeed to the properties and assets of the Seller substantially as a whole, which Person (in any of the foregoing cases) executes an agreement of assumption to perform every obligation of the Seller under this Agreement (or is deemed by law to have assumed such obligations), shall be the successor to the Seller hereunder without the execution or filing of any document or any further act by any of the parties to this Agreement; provided, however, that: (i) immediately after giving effect to such transaction, no representation or warranty made pursuant to Section 3.1 shall have been breached and no Servicer Default, and no event that, after notice or lapse of time, or both, would become a Servicer Default shall have occurred and be continuing, (ii) the Seller shall have delivered to the Trustee and the Indenture Trustee an Officer’s Certificate and an Opinion of Counsel each stating that such consolidation, merger or succession and such agreement of assumption comply with this Section and that all conditions precedent, if any, provided for in this Agreement relating to such transaction have been complied with, (iii) the Rating Agency Condition shall have been satisfied with respect to such transaction and (iv) the Seller shall have delivered to the Trustee and the Indenture Trustee an Opinion of Counsel either: (A) stating that, in the opinion of such counsel, all financing statements, continuation statements and amendments thereto have been executed and filed that are necessary fully to preserve and protect the interest of the Trustee and Indenture Trustee, respectively, in the Receivables and reciting the details of such filings, or (B) stating that, in the opinion of such counsel, no such action shall be necessary to preserve and protect such interests. Notwithstanding anything herein to the contrary, the execution of the foregoing agreement of assumption and compliance with clauses (i), (ii), (iii) and (iv) shall be conditions to the consummation of the transactions referred to in clauses (a), (b) or (c).

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