Existing Financing Sample Clauses
The "Existing Financing" clause defines the terms and conditions under which any current loans or financial obligations related to the subject property or asset will be addressed in the transaction. Typically, this clause outlines whether the buyer will assume the seller's existing loan, require the seller to pay off the loan before closing, or stipulate how outstanding balances will be handled. For example, it may specify procedures for obtaining lender consent or detail how payoff amounts are calculated. Its core practical function is to ensure both parties are clear on how existing debts tied to the property will be managed, thereby preventing disputes and facilitating a smooth transfer of ownership.
Existing Financing. Buyer acknowledges that certain of the Sites are Loan Sites and that in order to proceed to Closing on a Loan Site, either the Loan(s) secured by the Loan Site must be paid in full prior to or at Closing (a “Prepayment”), or the Parties must obtain the written approval and agreement of the related Lender (a “Loan Assumption Approval”) of Seller’s assignment to, and Buyer’s assumption of, the related Loan (a “Loan Assumption”). If a Loan Assumption is elected by Buyer for a Loan Site, the Parties’ obligation to close on the sale of that Loan Site hereunder pursuant to a Loan Assumption Approval is contingent upon the applicable Lender’s agreement pursuant to the related Loan Assumption documents to release Seller, its Affiliates and any existing guarantors, from all principal, interest and other liabilities under or with respect to the Loan for any matters first occurring after the Closing at which the Loan Assumption occurs. If Buyer elects to pursue a Loan Assumption for a Site but does not timely procure a Loan Assumption Approval on terms reasonably acceptable to Buyer and (solely with respect to provisions relating to release of liability and obligations of Seller thereunder) Seller, then subject to Section 1.9(f) and the other provisions of this Agreement, Buyer will proceed with the purchase of such Site pursuant to a Prepayment.
(a) For purposes of this Section 1.9, the following terms have the following meanings: (i) “Loan” means the existing loan which encumbers the subject Loan Site; (ii) “Lender” means the current holder(s) of the Loan, including without limitation any loan servicer(s) from which input or approval must be received to obtain the related Loan Assumption Approval; and (iii) “Loan Documents means the existing documents which evidence, secure, or otherwise govern the applicable Loan.
Existing Financing. At Closing, Seller shall pay off all existing financing created by Seller which constitutes a lien on the Property, and shall bear all costs and expenses associated therewith, including, but not limited to, the recording costs for releases of any deeds of trust, mortgages or other financing documents in connection therewith.
Existing Financing. Tenant shall comply with the terms, covenants and conditions contained in the Existing Financing Documents, and shall not take any action that would cause a default thereunder. In the event of any inconsistency between the terms, covenants and conditions provided in this Agreement and those provided in the Existing Financing Documents, the Existing Financing Documents shall control. Effective automatically upon the repayment in full of the Existing Financing, this Lease shall terminate with respect to the Leased Property and the Leased Property shall be deemed to be added to and demised under Master Lease Agreement No. 4 (or under such other lease between Landlord and/or one or more Affiliates of Landlord and Tenant and/or one or more Affiliates of Tenant as may be agreed upon by Landlord and Tenant) for the Rent set forth herein and otherwise on the terms and conditions of Master Lease Agreement No. 4 (or such other lease), including, without limitation, Section 4.1.1(b) of Master Lease Agreement No. 4. Such termination and addition shall occur automatically without the need to execute any additional documentation, but Landlord and Tenant shall execute any documentation reasonably requested by the other to evidence such termination and addition.
Existing Financing. Unless otherwise provided in this Contract, Seller shall make any payments required on existing mortgages or deeds of trust until Closing. If this Contract provides that the Property is being sold subject to any existing mortgage or deed of trust, Buyer shall, at Closing, reimburse Seller for any principal reductions not already considered in computing payments of purchase price and for any deposits held by the holder of the mortgage or deed of trust that are transferred to Buyer.
Existing Financing. The Loans and the Conditional Early Release ------------------ Unlimited Guaranty of the Loans and all Obligations are senior to or pari passu with all Existing Financing. Nothing in this Agreement and the other Loan Papers violates any provision of the Existing Financing Documentation, and no consent is required in connection with any of the Existing Financing Documentation in order to execute, deliver and perform under this Agreement and the other Loan Papers. To the actual knowledge of the Authorized Officers, there exists no "Default" or "Event of Default" as defined in, and under any of the Existing Financing Documentation, or any other event or circumstance which causes a Repayment Event with respect to any of the Existing Financing. All notices required by any Existing Financing Documentation regarding the execution, delivery or performance by the Borrower or any Restricted Subsidiary of the Loan Papers have been given in accordance with the terms of the Existing Financing Documentation.
Existing Financing. Seller shall continue to make all payments required under the terms of any existing financing on the Property and shall not suffer or permit a default to arise thereunder.
Existing Financing. Tenant shall, at Landlord’s option at such time as the Existing Financing shall no longer constitute an Encumbrance on one or more Properties, amend this Agreement such that the applicable Property shall no longer be subject to this Agreement but shall be subject to such other lease between Landlord and/or one or more Affiliates of Landlord and Tenant and/or one or more Affiliated of Tenant as Landlord shall designate by Notice to Tenant, the terms of which other lease shall be consistent with the terms of this Agreement, but for the minimum rent thereunder, which shall be established by Landlord (with a corresponding reduction in the Minimum Rent hereunder).
Existing Financing. As of September 28, 2009, the outstanding principal and accrued, unpaid interest under the Existing Financing is approximately $290,328,224. To the Knowledge of NHC, no default, event of default or failure of a funding condition exists under the Existing Financing.
Existing Financing. An amount equal to the unpaid principal balance at Closing of the Existing Indebtedness shall be evidenced by Purchaser accepting the conveyance of the Property subject to the Existing Indebtedness. Purchaser shall receive the conveyance of the Property subject to the Existing Indebtedness. Purchaser shall neither assume the obligation to pay the Note in accordance with its terms nor the obligation to comply with the covenants, terms and obligations of the Existing Loan Documents.
Existing Financing. The documents listed on Exhibit C-6 are all of the principal Existing Financing Documents, other than Uniform Commercial Code financing statements. Seller has provided to Purchaser a correct and complete copy of, or given Purchaser access to, each of the Existing Financing Documents and all amendments thereto. All of the Existing Financing Documents are in full force and effect in accordance with their terms. There exists no material default on the part of the Company or any of its Affiliates under the Existing Financing Documents or any event or condition which after notice or passage of time or both would constitute such a default. To the Knowledge of Seller, there exists no material default on the part of any other party under the Existing Financing Documents or any event or condition which after notice or passage of time or both would constitute such a default. The Existing Financing Documents do not require the consent of any party thereto to the consummation of the Transaction, other than the consent of the Existing Lenders to the assignment of certain of the Existing Management Agreements. As of the Closing Date, the outstanding principal balance of the Existing Financing is as follows: FFI Financing: $122,775,736 FKy Financing: $ 7,340,387 FRC-I Financing: $ 26,589,254 FRP Financing: $ 47,433,317 Panther Financing: $ 32,215,000 As of the Closing Date, the capitalized value of the Lafayette Lease is $8,933,821, and the capitalized value of the Lexington Lease is $2,380,387, in each case determined in accordance with GAAP.