The Assumed Loans Sample Clauses

The Assumed Loans. At the Closing, there shall be credited against the Consideration an amount equal to the principal balance of the Assumed Loans as of the Closing Date, together with all accrued unpaid interest thereon as of the Closing Date, and all late charges, penalties or other charges owing under the Assumed Loans. As a condition precedent to Buyer's obligations hereunder, Buyer shall have received binding written commitments allowing Buyer to assume each of the Assumed Loans, as more fully provided in Section 5(a)(v), below, Any other Loans that encumber any portion of the Property are the responsibility of Transferors, and will be paid in full at the Closing at Transferors' sole cost and expense. Any and all costs, charges, expenses and fees relating to the Buyer's assumption of the Assumed Loans shall be paid by the Buyer. As to the Assumed Loans, at Closing, Transferors shall either (i) retain all rights to existing escrowed reserve amounts (for taxes, replacements, repairs, etc.) held by the Lenders, with a commitment from such Lenders to promptly return such amounts of Transferors or (ii) receive a credit from Buyer for all such amounts retained by the Lenders post Closing for the benefit of Buyer.
Sample 1
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The Assumed Loans. (b) Upon learning of a failure of a condition in this Article 8, or any other condition in this Agreement, Belcrest shall promptly notify Duke thereof, and Duke shall have thirty (30) days to cure said failure, and the Closing Date shall be extended to allow said thirty (30) day period to run in full. If such failure cannot be cured within such thirty (30) day period, then, provided that Duke shall have commenced to cure such failure within such thirty (30) day period and thereafter shall diligently and continuously prosecuted such cure, the aforesaid thirty (30) day period shall be extended for an additional sixty (60) days. If on the Closing Date (as may be extended hereby) the conditions of this Article 8 have not been satisfied, then, at Company’s option, Company and Belcrest shall not be obligated to close the transactions contemplated hereby. In such case, if Duke is not in breach or default of any of their representations, warranties, covenants or obligations hereunder, after expiration of all applicable notice and cure periods, all obligations of the parties hereto shall cease and this Agreement shall be terminated and the parties shall be without further recourse or remedy hereunder. If Duke is in breach of any of their representations, warranties, covenants or obligations hereunder, after expiration of all applicable notice and cure periods, then Company shall have the rights and remedies set forth in Article 9 below.
Sample 1

Related to The Assumed Loans

  • Liabilities Assumed by Assuming Institution The Assuming Institution expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Liabilities Assumed by Assuming Bank The Assuming Bank expressly assumes at Book Value (subject to adjustment pursuant to Article VIII) and agrees to pay, perform, and discharge all of the following liabilities of the Failed Bank as of Bank Closing, except as otherwise provided in this Agreement (such liabilities referred to as "Liabilities Assumed"):

  • Assumed Liabilities Subject to the terms and conditions set forth herein, Buyer shall assume and agree to pay, perform and discharge only the following Liabilities of Seller (collectively, the “Assumed Liabilities”), and no other Liabilities:

  • Assets Purchased by Assuming Bank With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Bank hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Bank, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Schedules 3.1 and 3.1a attached hereto and incorporated herein sets forth certain categories of Assets purchased hereunder. Such schedule is based upon the best information available to the Receiver and may be adjusted as provided in Article VIII. Assets are purchased hereunder by the Assuming Bank subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1. The subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated being purchased by the Assuming Bank includes, but is not limited to, the entities listed on Schedule 3.1a. Notwithstanding Section 4.8, the Assuming Bank specifically purchases all mortgage servicing rights and obligations of the Failed Bank.

  • Assets Not Purchased by Assuming Bank The Assuming Bank does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:

  • Loan Assumption Provided no Event of Default is then continuing, Mortgage Borrower shall have the one time right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if after giving effect to the proposed transaction (i) the Properties will be owned by one or more Single Purpose Entities wholly owned by a Permitted Transferee or a Pre-approved Transferee which shall have executed and delivered to Mezzanine Lender an assumption agreement in form and substance acceptable to Mezzanine Lender. Any such assumption of the Loan shall be conditioned upon, among other things, (i) the delivery of financial information, including, without limitation, audited financial statements, for such purchaser and the direct and indirect owners such purchaser, (ii) the delivery of evidence that the purchaser is a Single Purpose Entity and is not a Disqualified Transferee, (iii) the execution and delivery of all documentation reasonably requested by Mezzanine Lender, (iv) the delivery of Opinions of Counsel requested by Mezzanine Lender, including, without limitation, a Non-Consolidation Opinion with respect to the purchaser and other entities identified by Mezzanine Lender or requested by the Rating Agencies and opinions with respect to the valid formation, due authority and good standing of the purchaser and any additional pledgors and the continued enforceability of the Loan Documents (Mezzanine) and any other matters requested by Mezzanine Lender, (v) the delivery of a mezzanine endorsement to the Title Policy in form and substance acceptable to Mezzanine Lender, insuring the lien of the Security Instrument, as assumed, subject only to the Permitted Encumbrances and (vi) the payment of all of Mezzanine Lender’s reasonable out-of-pocket fees, costs and expenses, including, without limitation, reasonable attorneys’ fees and costs, actually incurred by Mezzanine Lender in connection with such assumption.

  • Assets Purchased by Assuming Institution With the exception of certain assets expressly excluded in Sections 3.5 and 3.6, the Assuming Institution hereby purchases from the Receiver, and the Receiver hereby sells, assigns, transfers, conveys, and delivers to the Assuming Institution, all right, title, and interest of the Receiver in and to all of the assets (real, personal and mixed, wherever located and however acquired) including all subsidiaries, joint ventures, partnerships, and any and all other business combinations or arrangements, whether active, inactive, dissolved or terminated, of the Failed Bank whether or not reflected on the books of the Failed Bank as of Bank Closing. Assets are purchased hereunder by the Assuming Institution subject to all liabilities for indebtedness collateralized by Liens affecting such Assets to the extent provided in Section 2.1.

  • Project Assumptions The following assumptions are specific to this project:

  • Loans The Sponsor has agreed to make loans to the Company in the aggregate amount of up to $300,000 (the “Insider Loans”) pursuant to a promissory note substantially in the form annexed as an exhibit to the Registration Statement. The Insider Loans do not bear any interest and are repayable by the Company on the earlier of December 31, 2021 or the consummation of the Offering.

  • Assets Not Purchased by Assuming Institution The Assuming Institution does not purchase, acquire or assume, or (except as otherwise expressly provided in this Agreement) obtain an option to purchase, acquire or assume under this Agreement:

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