Assumed Indebtedness Clause Samples
The Assumed Indebtedness clause defines the specific debts or financial obligations that a buyer agrees to take on as part of a transaction, typically in the context of an asset or business sale. This clause outlines which liabilities, such as outstanding loans, leases, or other payables, will be transferred to the buyer at closing, distinguishing them from obligations that remain with the seller. By clearly allocating responsibility for existing debts, the clause ensures both parties understand their respective financial exposures and prevents future disputes over who is liable for particular obligations.
POPULAR SAMPLE Copied 1 times
Assumed Indebtedness. Contributor shall provide to Acquiror a letter from the holder of the Existing Loan Documents that relates to Assumed Indebtedness (if Acquiror elects to assume the same in accordance with Section 3.1) dated no earlier than ten (10) days prior to the Closing Date, (i) approving the transfer of the applicable Contributed Interests to the UPREIT subject to the Assumed Indebtedness, (ii) setting forth the amount of principal and interest outstanding on the Closing Date and confirming either (a) that there are no other amounts due thereunder, or (b) if any other amounts are due, stating the amount and nature thereof (which amounts shall in any event be paid by Contributor), and (iii) confirming, to the knowledge of such holders, the absence of any defaults under the Existing Loan Documents. Such letter shall be referred to as the "LENDER'S APPROVALS."
Assumed Indebtedness. The Sellers and their respective Affiliates shall have been released and discharged from any and all obligations under the Assumed Indebtedness, and Sellers shall have received such payoff letters, releases or other further assurances thereof from third parties as the Sellers may reasonably request.
Assumed Indebtedness. Existing Financing Leases
Assumed Indebtedness. Subject to the Property dropping, prepayment and delayed closing mechanism for the Assumed Indebtedness under Section 7.14, all conditions required by the holders of the Assumed Indebtedness for Purchaser to assume the Assumed Indebtedness shall have been satisfied, including delivery of all legal opinions, subordination of management agreements, and other instruments required by the holders of the Assumed Indebtedness to be delivered by Purchaser.
Assumed Indebtedness. The parties hereto agree that the Wickliffe IRBs shall be treated as Assumed Indebtedness for all purposes, except for purposes of determining the Final Cash Consideration pursuant to Article II. The parties hereto acknowledge and agree that in no event shall the Wickliffe IRBs be included in any calculation of Assumed Indebtedness, Estimated Assumed Indebtedness or Final Assumed Indebtedness.
Assumed Indebtedness. (a) Schedule 4.11(a) lists (i) the Assumed Indebtedness, (ii) all of the Properties encumbered by the Assumed Indebtedness before giving effect to the transactions contemplated by this Agreement, (iii) the principal amount thereof outstanding as of December 31, 2001, (iv) all of the notes, agreements and instruments evidencing and securing the Assumed Indebtedness, as the same may have been amended or supplemented from time to time, including, without limitation, any guaranties and any ancillary documents (collectively, the "Assumed Loan Documents"), and (v) the amount of any escrows or deposits held or established in connection with the Assumed Indebtedness as of December 31, 2001. The Assumed Indebtedness does not encumber any other real property other than the Properties listed on Schedule 4.11(a). Seller has delivered to Purchaser complete and correct copies of the Assumed Loan Documents. Seller or the applicable Subsidiaries are current in all payments of principal and interest due under each Assumed Loan Document through the most recent scheduled payment date.
(b) Seller has not and the Subsidiaries have not received any written notice that they are in violation of or in default under (and to the Knowledge of Seller, there does not exist any condition which upon the passage of time or the giving of notice or both would cause a violation or default of any material term by Seller and the Subsidiaries under, other than obtaining the consents contemplated hereunder) the Assumed Indebtedness that remains uncured, nor to the Knowledge of Seller does a monetary or other material violation or default by Seller or any Subsidiary exist.
Assumed Indebtedness. Any indebtedness or other obligations of third parties from whom Landlord has acquired any Leased Property, expressly assumed in writing by Landlord, and existing at the time of acquisition of the Leased Property secured by a mortgage, deed of trust or other security agreement to which Landlord’s title to the Leased Properties is subject. Authorizations: Any and all licenses, operating permits, Provider Agreements, CONs, certificates of exemption, approvals, waivers, variances and other governmental or “quasi-governmental” authorizations necessary or advisable for the use of any Facility for its Primary Intended Use and receipt of reimbursement or other payments under Medicare, Medicaid and any Third Party Payor Programs.
Assumed Indebtedness. The Sellers shall have delivered to Purchaser, in form reasonably satisfactory to it, evidence of the amount of Assumed Indebtedness.
Assumed Indebtedness. The Loan Assumption Documents, duly executed by the Subsidiary and the lender with respect to the Assumed Indebtedness;
Assumed Indebtedness. The parties hereto acknowledge and agree that, to (the extent that (i) the Capital Charge (as defined in the Facilities Agreement between Seller and the Upper Potomac River Commission, dated as of November 8, 2001 (the “Facilities Agreement”)) payable by Purchaser and/or its Designated Affiliates following the Closing does not exceed (x) $892,934.16 (or such other amount determined using a proportionate share of the Capital Charge other than 28.11%, as determined in accordance with Section 6.01 of the Facilities Agreement) in the aggregate through final maturity of the 2001 UPRC IRBs (either amount, the “Aggregate Capital Charge”), and (y) $26,782 (or such other amount determined using a proportionate share of the Capital Charge other than 28.11%, as determined in accordance with Section 6.01 of the Facilities Agreement) per annum (either amount, the “Per Annum Capital Charge,”) and (ii) Purchaser and/or its Designated Affiliates have no obligations with respect to the 2001 UPRC IRBs other than as set forth in the Facilities Agreement, the 2001 UPRC IRBs shall be treated as Assumed Indebtedness for all purposes, except for purposes of determining the Final Cash Consideration pursuant to Article II, and shall not be included in any calculation of Assumed Indebtedness, Estimated Assumed Indebtedness, or Final Assumed Indebtedness. The parties hereto also acknowledge and agree that, to the extent that the Capital Charge payable by Purchaser and/or its Subsidiaries following the Closing either (i) does exceed (x) on an aggregate basis through final maturity, the Aggregate Capital Charge, or (y) on a per annum basis, the Per Annum Capital Charge, or (ii) the Purchaser and/or its Designated Affiliates have obligations with respect to the 2001 UPRC IRBs other than as set forth in the Facilities Agreement, the 2001 UPRC IRBs shall be included in any calculation of Assumed Indebtedness, Estimated Assumed Indebtedness, or Final Assumed Indebtedness, in each case for purposes of determining the Final Cash Consideration pursuant to Article II, but only to the extent of such excess or additional obligation, or, if such determination is made after Final Assumed Indebtedness is finally determined, Seller shall pay Purchaser or its Designated Affiliate the amount of such excess or the amount in respect of such additional obligation.