AGENCY DEBT. 6.19.1 IF AGENCY, AT ANY TIME DURING THE TERM OF THIS AGREEMENT, INCURS A DEBT, AS THE WORD IS DEFINED IN SECTION 15-122 OF THE HOUSTON CITY CODE OF ORDINANCES, IT SHALL IMMEDIATELY NOTIFY THE CITY CONTROLLER IN WRITING. IF THE CITY CONTROLLER BECOMES AWARE THAT AGENCY HAS INCURRED A DEBT, HE OR SHE SHALL IMMEDIATELY NOTIFY AGENCY IN WRITING. IF AGENCY DOES NOT PAY THE DEBT WITHIN 30 DAYS OF EITHER SUCH NOTIFICATION, THE CITY CONTROLLER MAY DEDUCT FUNDS IN AN AMOUNT EQUAL TO THE DEBT FROM ANY PAYMENTS OWED TO AGENCY UNDER THIS AGREEMENT, AND AGENCY WAIVES ANY RECOURSE THEREFOR. AGENCY SHALL FILE A NEW AFFIDAVIT OF OWNERSHIP, USING THE FORM DESIGNATED BY CITY, BETWEEN FEBRUARY 1 AND MARCH 1 OF EVERY YEAR DURING THE TERM OF THIS AGREEMENT. EXHIBIT “A” SCOPE OF SERVICES As the demand for various personnel within the City routinely exceeds the current capacity of full-time personnel, as noted in the Job Classifications (EXHIBIT A-1), the intent of the contingent workforce services contract is to increase existing capacity by sourcing additional personnel resources to manage and support services for the City of Houston.
AGENCY DEBT. Prior to the Close of Escrow, Buyer shall receive from each of the Agency Lenders from which consent is required pursuant to the terms of the Agency Debt Documents, written approval (which shall not include any conditions that imposed material obligations on Buyer not usually and customarily included in such approvals) for (i) the assumption of the Assumption Debt, and (ii) full prepayment of the applicable Paid Debt at the Close of Escrow, to the extent Buyer has elected to have the same paid at Closing, all of which approvals shall be on terms acceptable to Buyer in its reasonable discretion. Seller agrees that it shall take all actions reasonably necessary to permit Buyer to assume the Assumption Debt, to facilitate, and deliver the required prepayment notices in connection with, prepayment of the applicable Paid Debt at the Close of Escrow, and to permit Buyer (or its assignee or nominee, including, without limitation, New Operator) to assume Seller’s leasehold interest in the Mansfield Lease, including providing such information concerning Seller and the operation of the Property and executing and delivering such documents as required by the Agency Lenders. In connection with the assumption of the Assumption Debt, Seller agrees to transfer its regulatory agreements and other related documentation related to such Assumption Debt and to cooperate in any so-called “Transfer of Physical Assets”, A7, or other similar procedure or process of HUD. Prior to the Close of Escrow, Seller and the applicable Agency Lenders shall execute all necessary instruments to effectuate the foregoing consents, assumptions, and assignment of all applicable HUD Escrows. With respect to the Mansfield Facility, Buyer shall cause New Operator, promptly following the Due Diligence Expiration Date, to apply for a Modified Transfer of Physical Assets with respect to the Mansfield Facility (the “Mansfield MTPA”) in order to secure Existing Mansfield Lender’s approval of New Operator’s occupancy of the Mansfield Facility and the transfer of any applicable regulatory agreements in connection therewith. HUD’s approval of such Mansfield MTPA, including, without limitation, HUD’s willingness to permit New Operator’s use of any HUD Escrows applicable to the Mansfield Facility, shall be a condition precedent to the Close of Escrow in favor of Buyer; provided, however, if the Mansfield MTPA is not received at least five (5) business days prior to the Closing, then the Buyer shall proceed to ...
AGENCY DEBT. Prior to the Close of Escrow, Seller shall receive from each of the Agency Lenders from which consent is required pursuant to the terms of the Agency Debt Documents, written approval for the assignment of the Assumption Debt to Buyer or its assignee or designee, which approval shall not include any conditions not usually and customarily included therein. Notwithstanding anything in this Agreement to the contrary, the Seller Contingency described in this clause (a) must occur prior to the Close of Escrow but is not tied to any specific date and, therefore, other than the outside closing date referred to in Section 4(b) (i.e. December 31, 2015), Seller may not terminate this Agreement for failure of the contingency described in this clause (a) to occur on or before a certain date.
