Conditions to Assumption. No election by any party, or any successor-in-interest to such party, to assume this Agreement as contemplated by paragraph (a) above shall be effective unless each of the following conditions, each of which each party acknowledges is commercially reasonable in the context of a bankruptcy or similar proceeding, has been satisfied by such party and each of the other parties has acknowledged such satisfaction in writing:
Conditions to Assumption. (i) No election by Sublessee to assume this Sublease shall be effective unless each of the following conditions, which Sublessor and Sublessee acknowledge are commercially reasonable, have been satisfied, and Sublessor has acknowledged in writing that: (i) Sublessee has cured, or has provided Sublessor adequate assurance (as defined below) that within ten (10) days from the date of such assumption Sublessee will cure all monetary defaults under this Sublease and within thirty (30) days from the date of such assumption Sublessee will cure all non-monetary defaults under this Sublease; (ii) Sublessee has compensated, or has provided to Sublessor adequate assurance that within ten (10) days from the date of assumption Sublessor will be compensated for any pecuniary loss incurred by Sublessor arising from the default of Sublessee as recited in Sublessor’s written statement of pecuniary loss sent to Sublessee; (iii) Sublessee has provided Sublessor with adequate assurance of the future performance (as defined below) of each of Sublessee’s obligations under this Lease; and (iv) Sublessee shall have provided Sublessor at least thirty (30) days prior written notice of any proceeding concerning the assumption of this Sublease.
Conditions to Assumption. It shall be a condition precedent to the obligation of Purchaser to close the transactions contemplated hereby that as of the Closing: (1) any required consent of Lender to the conveyance of the Property subject to the Existing Mortgage and the assumption of the Existing Mortgage by Purchaser shall have been obtained from Lender; (2) such consent of Lender shall have been granted upon terms and conditions which are satisfactory to Purchaser in its sole discretion and Seller and which do not obligate Purchaser to assume any personal liability for any of the undertakings under the Existing Mortgage, other than exceptions to non-recourse provisions in the Existing Mortgage that relate to events, acts or omissions first arising from and after the Closing Date; (3) Lender shall have executed and delivered, and performed its obligations under, agreements pursuant to which Purchaser shall assume the borrower's obligations with respect to the Loan under the Existing Mortgage from and after Closing, which agreements shall be satisfactory to Purchaser in its sole discretion; (4) as of the Closing there shall not exist any uncured default under the Existing Mortgage, and Purchaser shall have obtained from Lender an acknowledgment that it is not aware of any such uncured default under the Existing Mortgage; and (5) as of the Closing Date the principal balance of the Loan shall not exceed $6,000,000.00.
Conditions to Assumption. If the representations and warranties made in Section 4 are not also true as of the Effective Date, or if Installation Assignor breaches any of the covenants contained in Section 5, notwithstanding anything in this Assignment and Payment Agreement to the contrary, Assignee will not be required to make any payments under the Installer Channel Partner Agreement or to assume the Warranty Agreement, and Installation Assignor will repay and refund Assignee any and all payments made by Assignee pursuant to the Installer Channel Partner Agreement or any Work Order, if any, in connection with the System.
Conditions to Assumption. No election by Xxxxxx's trustee or the debtor-in-possession to assume this Lease, whether under Chapter 7 or Chapter 11, shall be effective unless each of the following conditions has been satisfied:
Conditions to Assumption. The following are conditions precedent to Lender's obligations to consent to the assumption of the Loan by New Borrower:
Conditions to Assumption. It shall be a condition precedent to the obligations of Seller and Purchaser to close the purchase and sale of the Property that as of the Closing Date there shall not exist any uncured default or event that, but for the giving of notice or the passage of time, or both would constitute a default under the Loan Documents, and Lender shall have delivered to Xxxx an estoppel certificate reasonably satisfactory to Xxxx and to Seller (the estoppel certificate will include an agreement by the holder of the Existing Mortgage that the single member limited liability company that Xxxx will form for the single purpose of holding title to the Property may be the mortgagor under the Existing Mortgage, and that the transfer of an interest in Purchaser or in CarrAmerica Realty Corporation does not breach the prohibition in the loan documents against a transfer of an interest in the mortgagor or its affiliates; and will acknowledge receipt by Lender of certain guarantees). If the conditions set forth in this Paragraph 1.6, or in Paragraph 2.3 or Paragraph 3.2 have not been satisfied by the Closing Date, then either party may, by delivering written notice to the other party on or before Closing Date, extend the Closing Date up to an aggregate extension of 15 days, in order to satisfy such conditions, and if such conditions are not satisfied by the Closing Date, as extended, then this Agreement shall terminate, the Xxxxxxx Money shall be returned to Xxxx and the parties will have no further obligations under this Agreement, except as expressly stated herein.
Conditions to Assumption. The transactions contemplated by this Agreement shall be effective on the date that the following conditions precedent have been satisfied:
Conditions to Assumption. No election by Tenant to assume the Lease shall be effective unless each of the following conditions, which Landlord and Tenant acknowledge are commercially reasonable, have been satisfied, and Landlord has acknowledged in writing that: (i) Tenant has cured, or has provided Landlord adequate assurance (as defined below) that within ten (10) days after the date of such assumption in the case of monetary defaults and within thirty (30) days after such date in the case of nonmonetary defaults Tenant will cure, all defaults under the Lease; (ii) Tenant has compensated Landlord, or has provided to Landlord adequate assurance that within ten (10) days after the date of assumption Landlord will be compensated, for any pecuniary loss incurred by Landlord arising from the default of Tenant as determined by the Bankruptcy Court; (iii) Tenant has provided Landlord with adequate assurance of the future performance of each of Tenant's obligations under the Lease; and (iv) Tenant shall have provided Landlord with prior written notice of any proceeding seeking assumption of the Lease.
Conditions to Assumption. Borrower agrees to perform and satisfy all conditions precedent to the disbursement of the Loan set forth in the Application/Commitment and this Agreement.
