Assumption of Indebtedness Clause Samples

Assumption of Indebtedness. (a) At Closing, subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trustees, the Transferee acknowledges and agrees that all Indebtedness and obligations of the Contributors listed on Schedule 3.2 (the "ASSUMED LOANS") shall remain in effect with respect to, and therefore be effectively assumed as of the Closing Date by, the Operating Partnership and or its affiliates; provided that, except as set forth on Schedule 3.2, the Transferee shall not be required to accept any changes to the terms of the Assumed Loans (including, with respect to any bonds, the low to moderate income tenant requirements of the related Real Estate Properties, but excluding any extension not exceeding two years to the qualified project period) which would cause or result in (i) any increase in ongoing financial obligations of the Contributor or (ii) any additional restrictions on the use or operation of the applicable Real Estate Properties on or after the Closing Date; it being understood that the Transferee shall not unreasonably withhold its consent with respect to any changes to the Assumed Loans which would not cause or result in any such increase or restrictions. Subject to the receipt of any required consents thereto from the applicable creditors, lenders or, with respect to tax exempt indebtedness, governmental authorities or similar agencies and bond trustees, the Transferee (i) agrees that it will pay and perform, and cause each entity which owns a related Real Estate Property to pay and perform, any and all obligations with respect to such Assumed Loans as they become due in accordance with the Assumed Loan Documents and (ii) hereby agrees to enter into one or more agreements with Connecticut General Life Insurance Company and Metropolitan Life Insurance Company (individually or together, the "GUARANTORS"), each in form and substance satisfactory to the Transferee and the Guarantors, under which the Company will agree to reimburse each Guarantor in the amount of any payments made by such Guarantors after the Closing Date under or pursuant to guaranty agreements which secure payment of tax exempt bonds which finance certain Real Estate Properties (individually or collectively, the "GUARANTY AGREEMENTS"); provided, however, that such reimbursement obligation agreements with respect to each of the Guarantors and Guaranty Agreements sh...

Assumption of Indebtedness. Capital debts incurred by any member district prior to the formation of the Interstate District shall remain the responsibility of the individual member district.

Assumption of Indebtedness. Section 6.1 Assumption and Novation................................7 Section 6.2 Allocation of Consideration............................7

Assumption of Indebtedness. On and as of the Closing Date, the -------------------------- Company shall (a) accept and assume the indebtedness of Mercury to the United States Department of the Treasury incurred in connection with the acquisition of the Mercury Licenses and (b) reimburse Mercury for interest actually paid by Mercury on such indebtedness through the Closing Date.

Assumption of Indebtedness. In connection with the contribution and transfer by BreitBurn Energy of interests in the Assets to Operating LP, pursuant to Section 2.5 above, Operating LP hereby assumes and agrees to duly and timely pay, perform and discharge the Indebtedness, to the full extent that the parties thereto have been heretofore or would have been in the future obligated to pay, perform and discharge the Indebtedness were it not for the execution and delivery of this Agreement; provided, however, that said assumption and agreement to duly and timely pay, perform and discharge the Indebtedness shall not (a) increase the obligation of the Partnership with respect to the Indebtedness beyond that of the parties thereto, (b) waive any valid defense that was available to the parties thereto with respect to the Indebtedness or (c) enlarge any rights or remedies of any third party, if any, under the Indebtedness.

Assumption of Indebtedness. On or before the Closing Date, Purchaser shall assume or provide for the payment of any and all indebtedness encumbering the Premises at the time the Premises are acquired by Purchaser, any debt associated with federal new market tax credits that may be issued in connection with the development of the VA facility and any long-term debt obligations and funded debt used in acquisition of the Real Property or development of the VA facility, in each case to the extent Purchaser has received notice of such indebtedness prior to the Closing Date. Purchaser’s obligations under this Section 2(C) shall be subject to Seller’s delivery to Purchaser, during the Due Diligence Period, of true, correct and complete copies of all documents relating to any indebtedness encumbering the Premises.

Assumption of Indebtedness. At Closing, the Operating Company -------------------------- shall assume and agree to pay and perform all indebtedness and obligations of the Contributors under all Assumed Loans, and the Contributors, the Contributing Partners, and any of their constituent owners who have guaranteed any amount with respect to the Assumed Loans shall be released from any and all liability for the Assumed Loans. At Closing, the Transferee shall execute and deliver, with respect to each Assumed Loan, all the documents and instruments (collectively, the "LOAN ASSUMPTION DOCUMENTS") reasonably requested by, and in a form satisfactory to, the TCR Representatives to evidence Transferee's assumption of the Assumed Loan, and the release of the Contributor's and the Contributing Partners' obligations thereunder. In the event that the Transferee is unable for any reason to consummate any such assumption, the Operating Company shall cause the Assumed Loan to be paid in full at Closing and such payment, in lieu of assumption, shall not affect the determination of Net Value under Section 2.1(b) or the Cash Consideration designated under Section 2.6. Each Contributor (and each Contributing Partner) shall be responsible for the payment at Closing of any prepayment premium or penalty due in connection with the Operating Company's prepayment of any Assumed Loan of that Contributor (or in the case of a Contributing Partner, the Assumed Loan of the Contributor of which that Contributing Partner is a Partner).

Assumption of Indebtedness. Seller will cooperate fully and on a timely basis with Purchaser in connection with the assumption by Purchaser and release of Seller of all obligations under the existing mortgages encumbering the Premises. Seller and Purchaser shall timely provide such documents and information as the holders of such existing mortgages may request in connection with such assumption. The approval of the holders of the existing indebtedness of such assumption by Purchaser and release of Seller shall be a condition precedent to Purchaser's and Seller's obligations under this Contract. In the event that Purchaser is unable to obtain such approval, Purchaser shall have the option to terminate this Contract and receive an immediate refund of the Downpayment and any other sums so deposited. Purchaser to pay all fees an costs.

Assumption of Indebtedness. The Issuer hereby assumes, observes, performs and discharges all obligations forming part of the Debt.