Existing Financing Documents. To the best of Seller’s knowledge, as of the date of this Agreement (x) the Existing Financing Documents are in full force and effect and have not been amended except as set forth on Exhibit Q, (y) copies of the Existing Financing Documents delivered to Purchaser are true and correct in all material respects and (z) Seller has not defaulted in any of its material obligations under the Existing Financing Documents. Notwithstanding and without limiting the foregoing, (i) if any of the representations or warranties of Seller that survive Closing contained in this Agreement or in any document or instrument delivered in connection herewith are materially false or inaccurate, or Seller is in material breach or default of any of its obligations under this Agreement that survive Closing, and Purchaser nonetheless closes the transactions hereunder and purchases the Property, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties or other breach or default (and any cause of action resulting therefrom shall terminate upon the Closing) in the event that on or prior to Closing, Purchaser shall have had actual knowledge of the false or inaccurate representations or warranties or other breach or default and (ii) if any of the representations or warranties of Seller contained in this Agreement or in any document or instrument delivered in connection herewith are false or inaccurate and prior to the expiration of the Due Diligence Period Purchaser shall have had knowledge of the false or inaccurate representations or warranties, then Seller shall have no liability or obligation respecting such false or inaccurate representations or warranties (and Purchaser shall have no cause of action or right to terminate this Agreement with respect thereto), and such representations and warranties shall be deemed modified to the extent necessary to eliminate all false and inaccurate information and to make such representations and warranties true and accurate in all respects. References to the “knowledge”, “best knowledge” and/or “actual knowledge” of Seller or words of similar import shall refer only to the current actual (as opposed to implied or constructive) knowledge of Xxxxxxx X Xxxxxxx and shall not be construed, by imputation or otherwise, to refer to the knowledge of Seller or any parent, subsidiary or affiliate of Seller or to any other officer, agent, manager, representative or employee of Seller or to impose upon ...
Existing Financing Documents. Copies of the Existing Financing Documents, certified to be true and complete copies thereof by a Responsible Officer of the Seller;
Existing Financing Documents. Attached hereto as Schedule 3.1(t) is a complete list of the Existing Financing Documents, including all amendments and modifications thereto. The Existing Financing Documents are in full force and effect. As of the date hereof, there is currently outstanding a principal balance of $78,926,283.05 under the Promissory Note that constitutes one of the Existing Financing Documents. The Transferors have previously delivered to the Partnership true, correct and complete copies of the Existing Financing Documents. To the Knowledge of the Transferors, there are no defaults under the Existing Financing Documents that could reasonably be expected to have a Project Material Adverse Effect.
Existing Financing Documents. Schedule 3.1(s) attached hereto sets forth a list of all loan documents which evidence and secure the Existing Financing, each of which is in full force and effect, and no material default by JTL, or, to JTL’s knowledge, by any other party exists under any provision thereof. The consummation of the transaction contemplated herein and the issuance of the Membership Interest to Paladin does not violate the provisions of the Existing Financing Documents or require the consent of the holder of the Existing Financing.
Existing Financing Documents. Buyer shall have obtained amendments on terms and conditions of which are satisfactory to Buyer, to the (i) Revolving Credit Agreement, dated as of August 21, 2003, among Parent, Fleet National Bank and Sheridan Acquisition Corp., (ii) Intercreditor Agreement dated as of, August 21, 2003, among Parent, Sheridan Acquisition Corp., The Bank of New York, as trustee, and Fleet National Bank and (iii) Indenture, dated as of August 21, 2003, between Sheridan Acquisition Corp., certain subsidiaries of Parent and the Bank of New York, as trustee.
Existing Financing Documents. To Buyers, the list of Existing Financing Documents, updated as of the Closing Date, and originals of all Existing Financing Documents or, to the extent the originals are unavailable, duplicate originals with a certificate executed by Seller warranting the authenticity of such duplicate original.
Existing Financing Documents. Schedule 5.1(s) attached hereto sets forth a list of all loan documents which evidence and secure the Existing Financing, each of which is in full force and effect, and no material default by Seller, or, to Seller’s knowledge, by any other party exists under any provision thereof.
Existing Financing Documents. 6- Expiration Date...............................................................................-6- FCC...........................................................................................-7- FCC Application...............................................................................-7- FCC Grant of Consent..........................................................................-7- FCC Licenses..................................................................................-7- Final Distribution............................................................................-7-
Existing Financing Documents. To the best of Seller’s knowledge, as of the date of this Agreement (x) the Existing Financing Documents are in full force and effect and have not been amended except as set forth on Exhibit Q, (y) copies of the Existing Financing Documents delivered to Purchaser are true and correct in all material respects and (z) Seller has not defaulted in any of its material obligations under the Existing Financing Documents.
Existing Financing Documents. To the best of Dunham's knowledge, there is no current material default by Xxxxxx under the terms and provisions of any of the Existing Financing Documents. American Spectrum acknowledges that it is acquiring the Projects subject to the Existing Financing and Xxxxxx is making no representations or warranties as to default, acceleration or breach of a covenant that may result under the Existing Financing Documents from conveyance of any Project to American Spectrum Xxxxxx Properties subject to the Existing Financing. True, correct and complete copies of every instrument or document executed in connection with the Existing Financing are included in the Due Diligence Materials.
