Collateral Assumptions Sample Clauses

Collateral Assumptions. The opinions and advice contained in our letter are subject to the following assumptions: (a) Each Loan Party which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. (b) Value (as defined in Section 1-201(44) of the New York UCC) has been given by the Lenders to each Loan Party for the security interests and other rights in and assignments of Collateral described in or contemplated by the Loan Documents. (c) The descriptions of Collateral in the Security Agreement and all Financing Statements reasonably describe the property intended to be described as Collateral. (d) The representations made by each Loan Party in the Loan Documents to which it is a party with respect to its jurisdiction of organization and chief executive office are true and correct. (e) The information regarding the secured party listed on each Financing Statement is accurate and complete in all respects. None of the opinions or advice contained in our letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues: 1. except with respect to the Investment Company Act of 1940, as amended, to the extent of our opinion in opinion paragraph 11 of our letter, and federal securities laws and regulations (including all other laws and regulations administered by the United States Securities and Exchange Commission), state “Blue Sky” and other securities laws and regulations (including all rules and regulations administered by NYSE, FINRA and any other securities or other regulatory authorities), and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; 2. pension and employee benefit laws and regulations (e.g., ERISA); 3. other than to the extent of our opinions in opinion paragraph 10 of our letter, federal and state laws and regulations concerning filing and notice requirements (such as the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1986, as amended, and the Exon-▇▇▇▇▇▇ Act, as amended) other than requirements applicable to charter-related documents such as a certificate of merger; 4. federal and state antitrust and unfair competition laws and regulations; 5. compliance with fiduciary duty requirements; 6. the statutes and ordinances, the ...
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Collateral Assumptions. The opinions and advice contained in our letter are subject to the following assumptions: a. Each Transaction Party (i) has the requisite title and rights to any property involved in the Transactions including, without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. b. The descriptions of Collateral in the Transaction Documents and the Financing Statements authorized by the Transaction Parties reasonably describe the property intended to be described as Collateral. c. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to each Transaction Party for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Documents. d. The representations made by each Transaction Party in the Transaction Documents with respect to its jurisdiction of organization and its chief executive office are and will remain true and correct. e. All information regarding the secured party on the Financing Statements is accurate and complete in all respects. f. The address for the Collateral Agent set forth in the Financing Statements is an address from which information concerning the applicable security interest may be obtained.
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Collateral Assumptions. The opinions and advice contained in our letter are subject to the following assumptions: (a) Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Operative Documents. (b) The descriptions of Collateral in the Operative Documents and the financing statement delivered in connection therewith (including the Financing Statement as defined in the 2005 Opinion) reasonably describe the property intended to be described as Collateral.
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Collateral Assumptions. The opinions and advice contained in our opinion letter are subject to the following assumptions: a. Each of the Credit Parties which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to any property involved in the Transactions including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. b. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Agreements. c. The descriptions of Collateral in the Transaction Agreements and the financing statements executed or delivered in connection therewith accurately describe the property intended to be described as Collateral. d. All information regarding the secured party on the financing statements is accurate and complete in all respects. None of our opinions contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues:
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Collateral Assumptions. The opinions and advice contained in our opinion letter are subject to the following assumptions: a. Each of the Credit Parties which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to any property involved in the Transactions including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. b. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Agreements. c. The descriptions of Collateral in the Transaction Agreements and the financing statements executed or delivered in connection therewith accurately describe the property intended to be described as Collateral. d. All information regarding the secured party on the financing statements is accurate and complete in all respects. e. Immediately prior to giving effect to Amendment No. 3 to Credit Agreement, Amendment No. 1 to Pledge and Security Agreement, Amendment No. 1 to Parent Guaranty and Amendment No. 1 to Subsidiary Guaranty (each as defined herein), respectively, each of the Existing Credit Agreement, Existing Security Agreement, Existing Parent Guaranty and Existing Subsidiary Guaranty (each as defined herein), respectively, constitutes a valid and binding obligation of each party thereto and is enforceable against each party thereto in accordance with its terms (subject to the qualifications, exclusions and other limitations similar to those applicable to our letter) and have not been amended or otherwise modified, except in the case of the Existing Credit Agreement since the Amendment No. 2 Effective Date. None of our opinions contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues: 1. Except with respect to the Investment Company Act of 1940, as amended, to the extent of our opinion paragraph 10, federal securities laws and regulations, state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; 2. pension and employee benefit laws and regulations (e.g., ERISA); 3. Federal and state antitrust and unfair competi...
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Collateral Assumptions. The opinions and advice contained in opinion paragraphs 8 and 9 of our letter are subject to the following assumptions: (a) Each Credit Party (i) has the requisite title and rights to any Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. (b) The descriptions of Collateral in the Operative Documents reasonably describe the property intended to be described as Collateral. (c) The representations made by each Credit Party in the Operative Documents to which it is a party with respect to its jurisdiction of organization and location (as defined in any applicable UCC) are and will remain true and correct. (d) The address of the secured party listed on the Financing Statements is an address from which information concerning the security interest may be obtained. (e) Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Operative Documents. (f) All information regarding the secured party on the Financing Statements is accurate and complete in all respects.
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Collateral Assumptions. The opinions and advice contained in our opinion letter are subject to the following assumptions: a. Each of the Credit Parties which grants or purports to grant any lien or security interest in any property or Collateral (i) has the requisite title and rights to any property involved in the Transactions including without limiting the generality of the foregoing, each item of Collateral existing on the date hereof and (ii) will have the requisite title and rights to each item of Collateral arising after the date hereof. b. Value (as defined in Section 1-201(44) of the New York UCC) has been given by you to the Credit Parties for the security interests and other rights in and assignments of Collateral described in or contemplated by the Transaction Agreements. c. The descriptions of Collateral in the Transaction Agreements and the financing statements executed or delivered in connection therewith accurately describe the property intended to be described as Collateral. d. All information regarding the secured party on the financing statements is accurate and complete in all respects. None of our opinions contained in our opinion letter covers or otherwise addresses any of the following laws, regulations or other governmental requirements or legal issues: 1. Federal securities laws and regulations, state “Blue Sky” laws and regulations, and laws and regulations relating to commodity (and other) futures and indices and other similar instruments; 2. pension and employee benefit laws and regulations (e.g., ERISA); 3. Federal and state antitrust and unfair competition laws and regulations; 4. other than to the extent of our opinions in opinion paragraph 7, Federal and state laws and regulations concerning filing and notice requirements (such as the ▇▇▇▇-▇▇▇▇▇-▇▇▇▇▇▇ Antitrust Improvements Act of 1986, as amended, and the Exon-▇▇▇▇▇▇ Act, as amended); 5. compliance with fiduciary duty requirements; 6. the statutes and ordinances, the administrative decisions and the rules and regulations of counties, towns, municipalities and special political subdivisions (whether created or enabled through legislative action at the Federal, state or regional level — e.g., water agencies, joint power districts, turnpike and tollroad authorities, rapid transit districts or authorities, and port authorities) and judicial decisions to the extent that they deal with any of the foregoing; 7. fraudulent transfer and fraudulent conveyance laws; 8. Federal and state environmental laws an...
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Related to Collateral Assumptions

  • Loan Assumption (a) Notwithstanding anything to the contrary contained in this Agreement or any of the other Loan Documents, from and after the earlier to occur of (i) ten (10) Business Days after the Securitization of the Loan or (ii) four (4) months after the Closing Date, Borrower shall have the right to convey all of the Properties to a new borrower (the “Transferee Borrower”) and have the Transferee Borrower assume all of Borrower’s obligations under this Agreement and the Loan Documents, and have one or more Replacement Guarantors assume all of the obligations of Guarantor under the Loan Documents from and after the date of such assumption (collectively, a “Permitted Direct Assumption”), provided that the following conditions are satisfied (either prior to, or contemporaneously with, the closing of such Permitted Direct Assumption): (i) No Event of Default shall be continuing as of the date of the closing of the Permitted Direct Assumption; (ii) Borrower shall have provided Lender with not less than thirty (30) days’ prior written notice of the Permitted Direct Assumption, and if Lender’s consent and a Rating Agency Confirmation is not required pursuant to clause (iii) below, such notice shall include information establishing and Borrower and Transferee Borrower certifying that Transferee Borrower is (A) a Qualified Transferee and (B) a Person who is Controlled and in whom no less than fifty-one percent (51%) of the equity interests in the aggregate are directly or indirectly owned by one or more Qualified Equityholders; (iii) Lender shall have provided its consent to the Permitted Direct Assumption (not to be unreasonably withheld, conditioned or delayed) and, if required by Lender, received a Rating Agency Confirmation with respect to such Permitted Direct Assumption, provided that neither Lender’s consent nor a Rating Agency Confirmation shall be required with respect to the identity of the Transferee Borrower so long as the Transferee Borrower (A) is a Qualified Transferee and (B) is a Person who is Controlled and in whom no less than fifty-one percent (51%) of the equity interests in the aggregate are directly or indirectly owned by one or more Qualified Equityholders. In the event that a proposed Transferee Borrower does not meet the test described in the foregoing clause (B), and therefore, Lender’s reasonable consent and a Rating Agency Confirmation are required under this clause (iii), then, for purposes of Lender’s decision whether to grant or withhold its consent, the failure by the proposed Transferee Borrower to satisfy such test will not be considered presumptive that such proposed Transferee Borrower is not qualified to own and operate the Properties; provided, however, that Lender may consider in deciding whether to consent to such proposed Transferee Borrower, among other things, the assets, net worth and experience of such proposed Transferee Borrower, together with its constituent owners and controlling parties, and any other matters that Lender reasonably deems relevant; (iv) Transferee Borrower shall have executed and delivered to Lender customary assumption agreements (the “Assumption Agreement”), whereby it assumes and agrees to pay the Indebtedness as and when due and shall have assumed the other Obligations of Borrower under the Loan Documents, subject to the provisions of Section 10.1, and, prior to or concurrently with the closing of such Permitted Direct Assignment, Transferee Borrower and its direct constituent partners, members or shareholders as Lender may reasonably require, shall have executed and delivered, without any out-of-pocket cost or expense to Lender, such customary documents, agreements and other customary deliverables as Lender shall reasonably require to evidence and effectuate said assumption (it being understood and agreed that none of the documents and agreements described in this paragraph may expand the liabilities or obligations, or reduce the rights and remedies, of Transferee Borrower relative to those of Borrower immediately prior to the closing of the Permitted Direct Assumption) (and, if a Qualified Preferred Equity Investment is closing concurrently with the closing of the Permitted Direct Assumption, Qualified Preferred Equity Investor shall have executed and delivered, without any reasonable out-of-pocket cost or expense to Lender, a recognition agreement substantially in the form attached hereto as Exhibit C (the “Qualified Preferred Equity Recognition Agreement”) and such other documents, agreements and deliverables which are customary in connection with a preferred equity investment as Lender shall reasonably require to evidence and effectuate the Preferred Equity Investment); (v) Borrower and Transferee Borrower shall have furnished any information reasonably requested by Lender related to and for the preparation of, and shall authorize Lender to file, new fixture filings and financing statements, and fixture filing and financing statement amendments, to the fullest extent permitted by applicable law; (vi) Transferee Borrower shall have furnished to Lender customary documents reasonably satisfactory to Lender evidencing the organization, good standing, qualification and authority of Transferee Borrower, Replacement Guarantor and the other parties executing the Assumption Agreement, the replacement guaranty, the replacement environmental indemnity and/or the other documents and agreements required to be delivered pursuant to the terms of this Section 7.1(a) (and, if the Qualified Preferred Equity Investment is closing concurrently with the closing of the Permitted Direct Assumption, of Qualified Preferred Equity Vehicle and Qualified Preferred Equity Investor), which documents shall include certified copies of all documents relating to the organization, formation and good standing of Transferee Borrower and Replacement Guarantor and of the entities, if any, which are constituent and controlling shareholders, partners or members of Transferee Borrower or Replacement Guarantor, as applicable (and, if the Qualified Preferred Equity Investment is closing concurrently with the closing of the Permitted Direct Assumption, of Qualified Preferred Equity Vehicle, Qualified Preferred Equity Investor and of the entities, if any, which are constituent and controlling shareholders, partners or members of Qualified Preferred Equity Investor); (vii) where Transferee Borrower has elected to exercise the right to replace one or more Managers pursuant to Section 4.14.2(b) in connection with the Permitted Direct Assumption, Transferee Borrower shall have provided one or more new management agreements with one or more new Managers with respect to the Individual Properties managed by such replaced Manager(s) in accordance with the requirements of Section 4.14.2(b) hereof and shall have collaterally assigned to Lender as additional security and subordinated to the Lien of the Mortgages each such new management agreement pursuant to an Assignment of Management Agreement in form and substance substantially similar to the Assignment of Management Agreement delivered on the Closing Date or otherwise reasonably satisfactory to Lender; and, in any event, the Individual Properties shall be managed by one or more Qualified Managers; (viii) Transferee Borrower shall have delivered to Lender, without any out-of-pocket cost or expense to Lender, an endorsement to each of Lender’s Title Insurance Policies, as modified by the Assumption Agreement, insuring the Lien of the applicable Mortgage as a valid first lien on the Individual Properties encumbered thereby and naming the Transferee Borrower as owner of such Individual Properties, which endorsement must insure that, as of the date of the recording of the Assumption Agreement, such Individual Properties will not be subject to any additional exceptions or liens other than those contained in the applicable Title Insurance Policy issued on the Closing Date and the Permitted Encumbrances, provided that, unless Transferee Borrower so elects, no such endorsement shall be required to extend the effective date of the applicable Title Insurance Policy unless such extension is required in the applicable jurisdiction in order to satisfy the foregoing criteria; (ix) Transferee Borrower shall have furnished to Lender, if required by Lender, (x) if the Loan is included in a REMIC Trust, a REMIC Opinion in form and substance reasonably satisfactory to Lender, (y) an Additional Insolvency Opinion, in form and substance reasonably satisfactory to Lender, and (z) one or more opinions of counsel reasonably satisfactory to Lender (A) that Transferee Borrower’s formation documents comply with the single purpose and bankruptcy remote entity requirements set on forth Schedule V, (B) that the assumption of the Loan has been duly authorized and that the Assumption Agreement and other loan documents required to be delivered by Transferee Borrower and/or Replacement Guarantor pursuant to this Section 7.1(a) have been duly authorized, executed and delivered and are valid, binding and enforceable against Transferee Borrower or Replacement Guarantor, as applicable, in accordance with their terms, (C) that Transferee Borrower and Replacement Guarantor and any entity which is a constituent and controlling stockholder, member or general partner of Transferee Borrower or Replacement Guarantor, as applicable, have been duly organized, and are in existence and good standing, (D) as to such other matters as were required in connection with the origination of the Loan (but instead with respect to the assumption transaction and documentation) and (E) such other opinions as are reasonably required by Lender or required by any Rating Agency and which are customary in connection with the transfer and assumption of similar loans (and, if a Qualified Preferred Equity Investment is closing concurrently with the closing of the Permitted Direct Assumption, such other opinions as are reasonably required by Lender or required by any Rating Agency and which are customary in connection with a preferred equity investment); (x) Transferee Borrower shall have delivered to Lender (A) Patriot Act, OFAC and bankruptcy searches satisfactory to Lender and (B) pending litigation, judgment, state and federal tax lien and UCC searches reasonably satisfactory to Lender, with respect to (v) Transferee Borrower, (w) each Replacement Guarantor, (x) any other Person that Controls Transferee Borrower or owns an equity interest in Transferee Borrower which equals or exceeds twenty percent (20%), (y) if the Qualified Preferred Equity Investment is closing concurrently with the Permitted Direct Assumption, Qualified Preferred Equity Vehicle and Qualified Preferred Equity Investor, and (z) any other Person reasonably required by Lender in order for Lender to fulfill its regulatory compliance guidelines (where such guidelines are of general applicability and are applied without prejudice); provided, however, that (1) with respect to any bankruptcy search under clauses (w), (x), (y) or (z) above, such search shall be deemed satisfactory if it evidences that the Replacement Guarantor or other Person, as applicable, is not currently the subject of any bankruptcy proceeding and has not been subject to any voluntary or involuntary bankruptcy proceeding in the past seven (7) years (other than, in the case of an involuntary proceeding, as may have been dismissed) and (2) UCC searches shall be deemed to be satisfactory so long as they do not evidence any security interest in any collateral for the Loan or any security interest in any direct or indirect equity interest in Transferee Borrower; (xi) Transferee Borrower and the Persons that control Transferee Borrower must be able to satisfy all Special Purpose Bankruptcy Remote Entity (provided that this requirement will only be applicable to Transferee Borrower and any Person, if any, that is a general partner or managing member of Transferee), ERISA and embargoed persons representations, warranties and covenants in this Agreement, and the Permitted Direct Assumption shall not result in Borrower or any ERISA Affiliate incurring any liability under Section 4201 of ERISA due to a complete or partial withdrawal, as such terms are defined in Part I of Subtitle E of Title IV of ERISA, from any Employee Plan that is a “multiemployer plan,” as such term is defined in Section 4001(a)(3) of ERISA; (xii) Transferee Borrower shall have paid Lender the Assumption Fee and all reasonable, out-of-pocket expenses incurred by Lender in connection with the Permitted Direct Assumption (whether or not the same is consummated) (and if the Qualified Preferred Equity Investment is closing concurrently with the Permitted Direct Assumption, without duplication, all reasonable, out-of-pocket expenses incurred by Lender in connection with the Qualified Preferred Equity Investment), including any Rating Agency fees (if applicable), but excluding any servicing or special servicing fees (other than the Assumption Fee), and Lender may, as a condition to evaluating any proposed Permitted Direct Assumption (and any proposed Qualified Preferred Equity Investment), require that Borrower post a cash deposit with Lender in an amount equal to Lender’s anticipated costs and expenses in evaluating the same (it being understood that any unused portion of the deposit shall be returned to Borrower upon the closing of the Assumption (and the Preferred Equity Investment, if applicable) or upon Borrower notifying Lender in writing that the Assumption (and the Preferred Equity Investment, if applicable) will not close); (xiii) Lender shall have received a replacement guaranty and environmental indemnity (in form and substance substantially the same as the Guaranty and Environmental Indemnity, provided, however, that in the case of a Direct Assumption, such replacement guaranty shall not include any recourse liability under Section 10.1(ix) or for breach of the representations and covenants set forth in Schedule V hereof by the predecessor borrower or any affiliates of such predecessor borrower) by one or more replacement guarantors and indemnitors (A) who in the aggregate, satisfy the Financial Covenants and (B) each of whom satisfies the applicable search criteria described in clause (x) above and (C) each of whom owns a direct or indirect interest in Transferee Borrower and at least one of whom Controls Transferee Borrower (collectively, the “Replacement Guarantor”), where such Replacement Guarantor has undertaken at least the obligations as set forth in the Guaranty and Environmental Indemnity arising only from acts, conditions and events occurring from and after the closing date of the Permitted Direct Assumption; (xiv) the Permitted Direct Assumption shall not violate or result in a breach of or default under any Franchise Agreement or Ground Lease where such breach or default, if not cured prior to the expiration of any applicable cure period, would make the agreement or lease, as applicable, terminable at the option of the franchisor or ground lessor thereunder, and all requisite consents to such conveyance shall have been obtained from the applicable parties to such Franchise Agreements and Ground Leases and Lender shall have received satisfactory evidence of the same; provided, however, that Borrower may, on the closing date of the Permitted Direct Assumption, (A) replace any Franchise Agreement by a new Franchise Agreement in accordance with Section 4.34 hereof and/or (B) replace any Franchise Agreement with a new Franchise Agreement with the same Franchisor under, and in a form and on the terms, in each case, not materially different than the form and terms of, the replaced Franchise Agreement if such new Franchise Agreement is required by such Franchisor in connection with the Permitted Direct Assumption; (xv) Transferee Borrower shall make any deposits into the Future PIP Reserve Account as may be required under Section 6.6.1 and/or Section 4.3.4(e); (xvi) the assumption documentation, legal opinions and organizational documents of Transferee Borrower and any other Person that is required to be a Special Purpose Bankruptcy Remote Entity under this Agreement (and if the Qualified Preferred Equity Investment is closing concurrently with the Permitted Direct Assumptio

  • Collateral Assignment The Owner may assign this contract as collateral security. The Company is not responsible for the validity or effect of a collateral assignment. The Company will not be responsible to an assignee for any payment or other action taken by the Company before receipt of the assignment in writing at its Home Office. The interest of any beneficiary will be subject to any collateral assignment made either before or after the beneficiary is named. A collateral assignee is not an Owner. A collateral assignment is not a transfer of ownership. Ownership can be transferred only by complying with Section 8.2.

  • 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.

  • Nonassumption If upon the closing of any Acquisition the successor entity does not assume the obligations of this Warrant and Holder has not otherwise exercised this Warrant in full, then the unexercised portion of this Warrant shall be deemed to have been automatically converted pursuant to Section 1.2 and thereafter Holder shall participate in the acquisition on the same terms as other holders of the same class of securities of the Company.

  • Assignment and Assumption of Contracts Two (2) counterpart originals of the Assignment and Assumption of Contracts, duly executed by Buyer.