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. Borrower may, at any time and from time to time, obtain a Partial Release of a Release Parcel from the liens and all other interests of Lender existing by virtue of the Loan Documents upon satisfaction of all the following terms and conditions:
(a) Borrower shall have delivered written notice to Lender not less than thirty (30) days prior to the proposed date of the Partial Release.
(b) the Improvements shall have been completed in substantial accordance with the Plans and Specifications and all bills and invoices incurred in connection with construction of the Improvements have been paid in full, and final lien releases and waivers for all costs incurred in connection with construction of the Improvements have been provided to Lender or any disputed mechanics or materialmen's lien has been bonded over and released from the Mortgaged Property in accordance with the Texas Property Code.
(c) The recordation of the final plat of the Phase II Land, such final plat to be in form and substance approved by Lender in its reasonable discretion (the "Plat").
(d) No Event of Default shall exist and be continuing under the Loan Documents as of the date of notice in clause (a) above or on the date the Partial Release is to become effective.
(e) Lender shall have received any and all sums then due and payable under the Loan Documents, and Borrower shall have paid to Lender for such Partial Release, on or before the date of the Partial Release, an amount equal to the sum of (i) the Release Price, and (ii) any interest rate breakage costs then due and payable (if any) as determined by Lender with respect to the portion of the principal so prepaid.
(f) Lender shall have received evidence satisfactory to Lender that, after giving effect to the applicable Partial Release, the Loan-to-Value Ratio of the Remaining Property is less than or equal to 25.12%.
(g) Lender shall have received evidence satisfactory to Lender that: (i) the portion of the Mortgaged Property not being released (the “Remaining Property”) and the Release Parcel are each comprised of one or more legal parcels lawfully created in compliance with all applicable legal requirements, including without limitation, those pertaining to subdivisions, plat, replats or other land divisions and (ii) the Remaining Property has the benefit of all utilities, easements, public and/or private streets, covenants, conditions and restrictions as may be necessary for the continued operation thereof in a manner satisfactory to L...
Partial Release. The Lender agrees to cooperate in all reasonable respects to release any of the encumbered Properties from the lien of the Mortgage, provided that:
(a) There shall exist no default or Event of Default under this Agreement or default under any of the Note, the Mortgage or the other Loan Documents;
(b) In the event that a partial release of any of the Property would result in a loan to value percentage that is not acceptable to the Lender, Borrowers shall reduce the outstanding principal balance of the Loan to an amount necessary to restore compliance with a loan to value percentage pursuant to Section 3(o) hereof;
(c) Borrowers shall deliver to the Bank:
i. evidence that the release of Property from the lien of the Mortgage does not adversely affect the rights of any tenant under any Lease, rental income generated from any Lease or other income generated from the Property;
ii. Borrowers shall have delivered to the Lender an endorsement with regard to the Bank’s existing mortgagee’s title insurance policy that (i) extends the date of such title insurance policy to the effective date of the release, (ii) insures that the priority of the Mortgage is not affected, and (iii) insures the rights and benefits of any new or amended easement agreement affecting the Property;
iii. a compliance certificate executed by Borrower to establish that Borrower is in compliance with all financial covenants set forth herein and that there are is no Event of Default or event that with the passage of time would constitute an Event of Default; and
iv. Borrowers shall have paid 100% of the net proceeds after payment of reasonable and customary closing costs all of the Lender’s reasonable out-of-pocket costs and expenses (including reasonable attorneys’ fees and disbursements) incurred in connection with the Property and the review and approval of the documents and information required to be delivered in connection therewith, such that the loan-to-value ratio, collectively, is equal to the lower of that required in Section 3(o) or that at the time of such release. In addition, Borrowers shall have paid reasonable out-of-pocket costs and expenses of third parties relating to the release (including, without limitation, the cost of title, survey charges and recording costs, and the cost of a zoning report) incurred in connection with the release of Property.
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. 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.
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. In the event that Mortgagor wishes to sell the Mortgaged Property, and if the Adjacent Premises is not be sold simultaneously, and provided that neither Mortgagor nor the owner of the Adjacent Premises is in default in the performance of any of their respective obligations under this Mortgage or any other loan documents relating to this Mortgage or the mortgage on the Adjacent Premises, and (i) the leases of the Adjacent Premises have a remaining term of at least two (2) years, or (ii) if any leases have a remaining term of less than two (2) years, ▇▇▇▇▇▇▇ Industrial, LLC shall enter into a lease of such space for the remainder of such two (2) year period (the term of which shall commence upon expiration of such existing lease(s), unless they shall thereafter be extended or renewed), Mortgagee agrees to provide a release of mortgage as to the Mortgaged Property and to release all other security interests related to the Mortgaged Property for a principal payment in an amount equal to the greater of: (1) (a) 48.64% of the outstanding principal balance of the Loan, if third party tenants have remaining term of at least two (2) years, or (b) 53.51% of the outstanding principal balance of the Loan, if a lease from ▇▇▇▇▇▇▇ Industrial, LLC has been required; or (2) an amount sufficient that the Adjacent Premises is in compliance with the financial covenants set forth in Section 10 of the Mortgage with respect to the Adjacent Premises, together with payment of any prepayment and/or swap breakage fee which may be due as a result of such prepayment. If required by Mortgagee, an updated appraisal to confirm compliance with the loan to value covenant may be required. Upon release of the Mortgaged Property, Mortgagor shall be automatically released from all obligations under the Note and every other document or instrument relating to the Loan except for any obligations which expressly survive the payment of the Loan; and ▇▇▇▇▇▇▇ Industrial, LLC shall be released from all obligations under its Non-Recourse Guaranty of the Loan as they pertain to the Mortgaged Property, except for any obligations which expressly survive the payment of the Loan. The liability of Mortgagor shall remain in full force and effect as to the remaining balance due and all obligations as they pertain to the Adjacent Premises.