Acquisition of Facilities. The State may at any time give the Joint Venturers twelve (12) months notice of its intention to acquire and may thereafter acquire the Joint Venturers’ electricity facilities or any part thereof up to the first point of voltage breakdown or such other appropriate point as may be agreed at a price to be agreed between the parties and the Joint Venturers will take all such steps as may be necessary to effect the acquisitions. The State undertakes that in such event the Joint Venturers will for their purposes hereunder have first call on the power generated by such electricity facilities or such part thereof as may be transmitted by the same and that (subject only to its inability to supply power for any of the reasons set out in Section 25.02) it will supply to the Joint Venturers with electrical power for all their purposes hereunder up to the normal continuous full load capacity of such electrical facilities and that (in the event of such inability occurring) it will take all possible steps to restore such supply regardless of the time or day when such inability arises and may call upon the Joint Venturers to provide employees for that purpose.
Acquisition of Facilities. Upon Grantee's acquisition of Cable System-related facilities in any City Right-of-Way, or upon the addition to the City of any area in which Grantee owns or operates any such facility, Grantee shall, at the City's request, submit to the City a statement describing all such facilities involved, whether authorized by franchise, permit, license or other prior right, and specifying the location of all such facilities to the extent Grantee has possession of such information. Such Cable System-related facilities shall immediately be subject to the terms of this Franchise.
Acquisition of Facilities. Upon Grantee's acquisition of Facilities in any City Right of Way, or upon the addition or annexation to the City of any area in which Grantee owns or operates any Facility in any City Rights of Way, the Grantee shall, at the City's request, submit to the City a statement and as•built plans describing all existing Facilities, whether authorized by franchise, permit, license or other prior right, and depicting the location of all such Facilities with such specificity as the City may reasonably require. Such Facilities shall immediately be subject to the terms of this Franchise, and shall be brought into compliance with it as soon as practicable. In the event the new Facilities or annexed area have characteristics that make literal application of any term of the Franchise inappropriate, the parties will negotiate in good faith to modify the Franchise solely with respect to such characteristics and only to the extent necessary to achieve consistency with the purposes of this Franchise.
Acquisition of Facilities. Upon Grantee's acquisition of Cable System-related facilities in any Grantor Right-of- Way, or upon the addition to the Grantor of any area in which Grantee owns or operates any such facility, Grantee shall, at the Grantor's request, submit to the Grantor a statement describing all such facilities involved, whether authorized by franchise, permit, license or other prior right, and specifying the location of all such facilities to the extent Grantee has possession of such information. Such Cable System-related facilities shall immediately be subject to the terms of this Franchise.
Acquisition of Facilities. Upon Grantee's acquisition of facilities in any Grantor Rights-of-Way, or upon the addition or annexation to the Grantor of any area in which Grantee owns or operates any facility, Grantee shall, at Grantor's request, submit to Grantor a statement describing all facilities involved, whether authorized by franchise, permit, license or other prior right, and specifying the location of all such facilities to the extent Grantee has possession of such information. Such facilities shall immediately be subject to the terms of this Franchise.
Acquisition of Facilities. Upon the Grantee's acquisition of Facilities in any Street, or upon the addition or annexation of any area in which the Grantee owns or operates any Facility, the Grantee shall, at the City's request, submit to the City a statement describing all Facilities involved, whether authorized by the Franchise, permit, license or other prior right, and specifying the location of all such Facilities to the extent the Grantee has possession of such information. Such Facilities shall immediately be subject to the terms of this Franchise.
Acquisition of Facilities. Concurrently herewith:
(a) AL Investors II and/or its Affiliates are entering into the following agreements to acquire the fourteen (14) Operating Facilities:
(i) Purchase and Sale Agreement ("Operating Facilities Purchase Agreement") with Meditrust Company LLC, successor by merger to Meditrust Acquisition Corporation (collectively "Meditrust") relating to the acquisition of the fourteen (14) Operating Facilities identified on Exhibit A (collectively, the "Operating Facilities").
(ii) Supplemental Purchase Agreement ("Operating Facilities Supplemental Agreement") with Emeritus Corporation ("Emeritus") and certain of its Affiliates relating to certain additional terms and conditions in connection with the purchase of the Operating Facilities.
(iii) Management Agreement with Option to Purchase with Emeritus, Emeritus Management I LP, Emeritus Management LLC and certain other Emeritus Affiliates (collectively "Managers") ("XX XX Operating Management Agreement") pursuant to which the Managers will manage the Operating Facilities and pursuant to which Emeritus has the option to purchase the Operating Facilities ("Operating Purchase Option") as more particularly set forth therein.
(iv) Guaranty of Management Agreement ("Operating Facilities Guaranty Agreement") with Emeritus pursuant to which Emeritus guarantees the obligations of Managers under the XX XX Operating Management Agreement as more particularly set forth therein.
(v) Licensing Indemnity Agreement for Operating Facilities.
(b) AL Investors Development and/or its Affiliates are entering into the following agreements:
(i) Purchase and Sale Agreement ("Development Facilities Purchase Agreement") with Meditrust relating to the acquisition of the five (5) Development Facilities identified on Exhibit A (collectively, the "Development Facilities").
(ii) Supplemental Purchase Agreement ("Development Facilities Supplemental Agreement") with Emeritus and certain of its Affiliates relating to certain additional terms and conditions in connection with the purchase of the Development Facilities.
(iii) Management Agreement with Option to Purchase with Emeritus, Emeritus Management I LP, Emeritus Management LLC and certain other Emeritus Affiliates (collectively "Managers") ("XX XX Development Management Agreement") pursuant to which the Managers will manage the Development Facilities and fund certain Operating Deficits of the Facilities and pursuant to which Emeritus has the option to purchase the Development Facil...
Acquisition of Facilities. Upon Grantee’s acquisition of Facilities in any City Street, or upon the addition or annexation to the City of any area in which Grantee owns or operates any Facility in any Streets, the Grantee shall, at the City’s request, submit to the City a statement describing all Facilities involved, whether authorized by franchise, permit, license or other prior right, and specifying the location of all such Facilities to the extent the Grantee has possession of such information. At the City’s sole option, as expressed by ordinance adopted by the City Council, such Facilities shall immediately be subject to the terms of this Franchise within a reasonable period of time to bring the acquired Facilities into compliance with this Franchise.
Acquisition of Facilities. (a) The Developer hereby agrees to sell to the Community Facilities District, and the Community Facilities District hereby agrees to purchase from the Developer, each Segment for the Purchase Price thereof, subject to the terms and conditions hereof. Title to each Segment purchased pursuant hereto shall be transferred by the Developer to the City as of the Acceptance Date of such Segment by appropriate instrument in accordance with the Conditions of Approval.
(b) The parties hereto expect that, at some date after the execution hereof, the Community Facilities District will issue one or more series of the Bonds and that, if the Bonds are so issued and the proceeds thereof are sufficient therefor, the Purchase Price of the Segments will be paid from proceeds of the Bonds deposited in the Acquisition Account. The Community Facilities District shall not be obligated to pay the Purchase Price of the Segments except from the proceeds of the Bonds. Neither the Community Facilities District nor the City makes any warranty, either express or implied, that the Bonds will be issued or that the proceeds of the Bonds available for the payment of the Purchase Price of the Segments will be sufficient for such purpose.
(c) The Community Facilities District shall issue a series of the Bonds only if, as and when, the Community Facilities District determines, in its sole discretion, that such issuance is appropriate for the purpose of financing the Platinum Triangle Implementation Plan, as then in effect, and any such Bonds shall be issued in the aggregate principal amount and contain such terms and provisions as the Community Facilities District determines, in its sole discretion, are appropriate for the purpose of financing the Platinum Triangle Implementation Plan, as then in effect. The Developer shall have no right to compel the Community Facilities District to issue any Bonds and the Developer shall have no right to determine the principal amount or any other terms or provisions of any Bonds that the Community Facilities District determines to issue.
Acquisition of Facilities. AL Investors II contemplates entering into a Purchase and Sale Agreement ("Purchase Agreement") with Meditrust Company LLC, successor by merger to Meditrust Acquisition Corporation I (collectively "Meditrust"), relating to the acquisition of fourteen (14) Facilities identified on Exhibit A (collectively, the "Facilities"). Emeritus Affiliates currently lease from Meditrust each of the Facilities ("Facility Leases") and own certain personal property and leasehold improvements which AL Investors II desires to purchase and the Emeritus Entities desire to sell pursuant to this Agreement. Upon the Closing under the Purchase Agreement and this Agreement, each of the Facility Leases will terminate or be amended and restated as determined by AL Investors II and Emeritus except for certain indemnity provisions by the Emeritus Entities which may survive the Closing in favor of Meditrust as Meditrust may require. AL Investors II intends to create a Facility Entity for the purpose of owning each Facility. The resulting pool of fourteen (14) Facilities, will close simultaneously and be financed in part by a loan from the Lending Group.
