Partial Release Sample Clauses
A Partial Release clause allows for the release of certain obligations, rights, or claims under a contract while leaving the remaining terms in effect. In practice, this means that one party may be discharged from specific duties or liabilities, such as releasing a portion of collateral in a loan agreement or settling part of a dispute, without terminating the entire contract. The core function of this clause is to provide flexibility, enabling parties to address and resolve discrete issues or obligations as they arise without affecting the overall contractual relationship.
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Partial Release. After the First Open Defeasance Date and prior to the First Open Payment Date, and provided no Event of Default exists, Borrower may from time to time obtain a partial release (a “Partial Release”) from the lien of the Mortgage and the Loan Documents of up to two of the individual Mortgaged Properties listed on Schedule 2.17 hereto (each such individual Mortgaged Property to be released, a “Partial Release Property”), provided that all of the following conditions precedent have been satisfied with respect to any such Partial Release of any such Partial Release Property:
(a) No Partial Release of a Partial Release Property will be permitted until after the First Open Defeasance Date or if any Event of Default has occurred and is continuing. No Partial Release of the Partial Release Property will be permitted on or after the First Open Payment Date. No more than two Partial Release Properties may be released during the term of the Loan.
(b) No Partial Release of the Partial Release Parcel will be permitted unless Borrower establishes to Lender’s satisfaction that the Debt Service Coverage Ratio for the remainder of the Mortgaged Property (i.e., exclusive of any income from the Partial Release Property) is and shall continue to be equal to or greater than the greater of (i) the Debt Service Coverage Ratio for the Mortgaged Property calculated immediately prior to the Partial Release (i.e., inclusive of the income from the Partial Release Property), and (ii) 1.30:1.00. If the foregoing condition would not be satisfied by defeasance of the Partial Defeasance Amount indicated in subparagraph (e) below, Borrower may by written notice to Lender given not less than ten (10) days prior to the Partial Defeasance increase the Partial Defeasance Amount to an amount which would result in the foregoing condition being satisfied upon completion of the Partial Defeasance of such larger Partial Defeasance Amount. No Partial Defeasance, nor any increase in any Partial Defeasance Amount under this paragraph (b) or paragraphs (c) below, shall affect the allocated loan amounts for the remaining Mortgaged Property as set forth on Schedule 2.17.
(c) No Partial Release of the Partial Release Parcel will be permitted unless Borrower establishes to Lender’s satisfaction that the value of the remainder of the Mortgaged Property (as determined by then-current Appraisals prepared by Appraisers approved by Lender, the fees and expenses of which shall be paid by Borrower) is sufficient t...
Partial Release. (a) Provided no Event of Default shall have occurred and be continuing (other than with respect to a Default Release), Borrower shall have the right at any time prior to the Maturity Date to obtain the release (a “Partial Release”) of one or more Individual Properties (each such released Individual Property, the “Released Property”, and the Individual Properties remaining encumbered by the Security Instrument, the “Remaining Properties”) from the lien of the Security Instrument thereon (and related Loan Documents) and the release of the applicable Individual Borrower’s obligations under the Loan Documents with respect to such Released Property (other than those expressly stated to survive), upon the satisfaction of each of the following conditions precedent:
(i) Lender shall have received at least ten (10) Business Days’ (or a shorter period of time if permitted by Lender in its sole discretion exercised in good faith) prior written notice requesting the release of the Released Property;
(ii) Borrower shall, in accordance with the provisions of Section 2.7(a) above, partially prepay the Loan in an amount equal to the Release Price or such other amounts as may be required to be prepaid in connection with such release under clause (vi) below (together with, without limitation, any Interest Shortfall (if applicable) and, with respect to any such payment in excess of the Free Prepayment Amount, the Prepayment Premium applicable thereto), or such greater amount as may be required to satisfy the Partial Release Test as set forth in clause (vi) below;
(iii) Intentionally Omitted;
(iv) Borrower shall submit to Lender, not less than ten (10) Business Days prior to the date of such release (or a shorter period of time if permitted by Lender in its sole discretion exercised in good faith), a release or assignment of lien (and related Loan Documents) for the Released Property for execution by ▇▇▇▇▇▇. Such release or assignment shall be in a form appropriate in the State in which the Released Property is located and shall contain standard provisions, if any, protecting the rights of the releasing or assigning lenders. In addition, Borrower shall provide all other documentation in connection with such release or assignment as may be reasonably requested by ▇▇▇▇▇▇;
(v) Borrower shall have delivered to Lender evidence reasonably satisfactory to Lender that the release of the Released Property will not violate any term or provision of any Major Lease, Property Document, PI...
Partial Release. Borrower may obtain, for no consideration or payment of any kind to Lender, other than reimbursement of Lender’s actual out-of-pocket costs and expenses, including, without limitation, reasonable third-party attorney’s fees and legal expenses, incurred by Lender in connection with the Partial Release, a release of a portion of the Land from the Deed of Trust (the “Partial Release”), consisting of approximately 4.322 acres on which the wastewater treatment facilities have been constructed, which parcel of land is generally depicted and more particularly described in Exhibit F attached hereto, the legal description of which shall be acceptable to Lender and verified by a proposed replat of the Land (the “Plat”) reasonably acceptable to Lender (the “Release Parcel”), upon satisfaction of the following conditions:
(a) Lender’s receipt of a copy of a recorded Plat filed of record in the Real Property Records of ▇▇▇▇▇▇ County, Texas.
(b) At least ten (10) days prior to the date of such Partial Release, Borrower shall deliver to Lender at Borrower’s expense the form of the Partial Release to be executed by Lender (which form of Partial Release must be reasonably satisfactory to Lender in form and substance); and prior to or contemporaneously with the execution and delivery of the Partial Release, Borrower shall, at its sole cost and expense, obtain and deliver to Lender a T-38 endorsement to the Title Insurance, reasonably acceptable to Lender.
(c) With respect to any portion of the Land not released (the “Unreleased Land”), the Partial Release shall not result in leaving any of the Unreleased Land without access to utilities or access to any public roads or right-of-way, and Lender shall be reasonably satisfied that there is adequate ingress, egress and utility service to and from the Unreleased Land and dedicated public roads or rights-of-way, and adequate detention facilities (if required by any Governmental Authority) on the Unreleased Land (or perpetual, non-terminable and insurable rights of ingress, egress, utility service and detention facilities, if required by any Governmental Authority for the benefit of the Unreleased Land), such that the remaining Unreleased Land is a separate, economically viable project and otherwise complies (and will comply after the Partial Release) with all Governmental Requirements.
(d) Contemporaneously with the Partial Release, the Release Parcel shall be conveyed by Borrower to ▇▇▇▇▇▇ County Municipal Utility District No. 4...
Partial Release. The Lender may at all times release any part or parts of the Lands or any other security or any surety for payment of all or any part of the monies secured by this Mortgage or may release the Borrower or the Covenantor or any other person from any covenant or other liability to pay the said monies or any part thereof, either with or without any consideration therefor, and without being accountable for the value thereof or for any monies except those actually received by the Lender, and without thereby releasing any other part of the Lands, or any other security or covenants in this Mortgage or elsewhere contained. Notwithstanding any such release the Lands, security and covenants remaining unreleased shall remain a charge for all the monies secured by this Mortgage.
Partial Release. If (i) any of the Collateral shall be sold, transferred, conveyed or otherwise disposed of by the Borrower or any Subsidiary Guarantor in a transaction permitted by this Agreement (other than any sale, transfer, conveyance, transfer of other disposition to the Borrower or another Subsidiary Guarantor) or (ii) the release of such Lien is approved, authorized or ratified in writing by the Majority Lenders (or such other percentage of the Lenders whose consent may be required in accordance with Section 12.02(b)), then upon written request delivered to the Administrative Agent, the Administrative Agent, at the sole expense of the Borrower and the applicable Subsidiary Guarantor, shall promptly execute and deliver to the Borrower or such Subsidiary Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence the release of Liens on such Collateral created under the applicable Loan Documents; provided that the Borrower shall have delivered to the Administrative Agent a written request for release, termination statements and other documents identifying the Borrower or such Subsidiary Guarantor together with a certification by the Borrower stating (x) that such transaction is in compliance with this Agreement and the other Loan Documents, and (y) no Collateral other than the Collateral required to be released is being released. The Administrative Agent is authorized to release a Guarantor from its obligations under the Loan Documents (including, without limitation, any guarantee under the Guaranty and Collateral Agreement) and any Liens on the Property of such Guarantor granted pursuant to the Security Instruments in the event that (i) all the capital stock or other Equity Interests of such Guarantor are sold, transferred, conveyed, associated or otherwise disposed of in a transaction permitted by the Loan Documents, (ii) upon written request by the Borrower to the Administrative Agent, such Guarantor ceases to be a Material Subsidiary or (iii) such Guarantor is designated as an Unrestricted Subsidiary. In such event, the Administrative Agent, at the sole expense of the Borrower and the applicable Guarantor, shall promptly execute and deliver to the Borrower or such Guarantor all releases, termination statements and/or other documents reasonably necessary or desirable to evidence such release; provided that the Borrower shall have delivered to the Administrative Agent a written request for release identifying ...
Partial Release. No partial release or reconveyance from the liens and security interests created by this Instrument of any part of the Collateral by Trustee or Secured Party shall in any way alter, vary or diminish the force or effect of this Instrument or impair, release or subordinate the liens and security interests created by this Instrument on the remainder of the Collateral. Except as specifically provided in any such partial release or reconveyance (i) this Instrument and liens and security interests created hereby shall remain in full force and effect, (ii) such partial release or reconveyance will not modify or affect the terms, conditions or provisions of this Instrument, and (iii) nothing contained in any such partial release or reconveyance shall be deemed to be, or construed as, a waiver of any such terms, conditions or provisions or as a waiver of any other term, condition or provision.
Partial Release. Grantor shall not be entitled to the partial release of any of the above described property unless a specific provision providing therefor is included in the Deed of Trust. In the event a partial release provision is included in this Deed of Trust, Grantor must strictly comply with the terms thereof. Notwithstanding anything herein contained. Grantor shall not be entitled to any release of property unless Grantor is not in default and is in full compliance with all of the terms and provisions of the Note, this Deed of Trust, and any other instrument that may be securing said Note.
Partial Release. The term “Partial Release” shall mean a release of ▇▇▇▇▇▇’s lien on a specific portion of the Property, which shall be granted, executed and delivered by Lender only upon satisfaction of all requirements of Lender, which may include repayment of all Advances of the Loan made by ▇▇▇▇▇▇ for the portion of the Property and other charges due under such Loan, if any, with respect to such portion of the Property, as determined by ▇▇▇▇▇▇, in Lender’s reasonable discretion.
Partial Release. In the event Borrowers desire to sell a Partial Release Parcel and in connection therewith release such Partial Release Parcel from the Lien of the Mortgage (each, a “Partial Release”), then, upon not less than thirty (30) days’ prior written request, Administrative Agent (on behalf of Lenders) will release the lien of the Mortgage against such Partial Release Parcel upon satisfaction of each of the following conditions:
(a) As of the date of ▇▇▇▇▇▇▇▇▇’ request for release and as of the date of the proposed release (the “Proposed Release Date”), no Default or Event of Default under any of the Loan Documents has occurred and is then continuing and Borrowers are not under a Cash Sweep Period;
(b) Borrowers shall have delivered to Administrative Agent and Lenders with respect to a Partial Release, (i) a copy of the sale contract and all amendments thereto, (ii) a copy of the proposed closing statement to be executed by ▇▇▇▇▇▇▇▇▇ and the purchaser(s), and (iii) such information regarding the purchaser(s) as Administrative Agent may reasonably request;
(c) Administrative Agent shall have received on the Proposed Release Date a prepayment of the Term Loans in the amount equal to one hundred five percent (105%) of the Allocated Amount attributable to such Partial Release Parcel; provided, further, that any payment pursuant to this Section 2.7(c) shall be treated as a partial prepayment under Section 2.4 in which case the applicable proportionate amount of the Prepayment Premium shall be due and payable;
(d) Borrower shall deliver, together with such request for the Partial Release, a pro forma Compliance Certificate showing that both before and after giving effect to such Partial Release (i) the Debt Yield (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) shall be at least twelve percent (12.00%) and (ii) the Debt Service Coverage Ratio (calculated for the most recently ended twelve (12) month period prior to the Proposed Release Date on a pro forma basis) is not less than 1.35 to 1.00, provided, that for purposes of this clause (d), Consolidated Total Debt Service shall be calculated to exclude any Swap Agreement Benefit Amount.
(e) The sale shall be to a bona fide purchaser that is not an Affiliate of a Borrower in a bona fide cash sale transaction for not less than fair market value.
(f) ▇▇▇▇▇▇▇▇▇ and Guarantor shall have executed and delivered to Administrative Agent such reaffirmations a...
Partial Release. If any of the Mortgaged Property shall be sold, transferred or otherwise disposed of by the Mortgagor in a transaction permitted by the Credit Agreement, then the Mortgagee, at the request and sole expense of the Mortgagor, shall promptly execute and deliver to the Mortgagor all releases, re-conveyances or other documents reasonably necessary or desirable to evidence the release of the Liens created hereby on the Mortgaged Property and in such form as required for recordation or filing in all jurisdictions in which this Mortgage has been recorded or filed.