Certain Real Property Matters. (a) Each of the parties hereto acknowledges and agrees that, any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, no Additional Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that (i) such Person’s due diligence with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) the results of such due diligence are satisfactory to such Person, and (iii) such Person has received all evidence of compliance with flood insurance requirements set forth in the Loan Documents and found such evidence reasonably satisfactory.
(b) Any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding (i) the Lead Borrower shall provide at least 30 days’ prior written notice to the Administrative Agent and the Lenders before delivering a Mortgage with respect to any Material Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative Agent, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) if, solely because of the effect of this clause (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirement.
Certain Real Property Matters. Anything to the contrary in this Agreement notwithstanding, the Acquired Companies and the Sellers may borrow money, expend funds and incur related liabilities for the purpose of acquiring and renovating certain real property known as the “North Buffalo School Property” in North Buffalo Township, Pennsylvania (the “North Buffalo Facility”). Sellers will advise TOG in advance of any such obligation in excess of $25,000 in the aggregate. TOG acknowledges that the North Buffalo Facility will be purchased by Sellers or their designee, and to the extent that any Acquired Company borrows money, expends funds or incurs liabilities to acquire and renovate the North Buffalo Facility on behalf of the Sellers or their designee, the Purchase Price shall be reduced by such amount and the same shall be deducted from the Purchase Price paid at Closing in the following ratio: 13.33% of such amount shall be deducted from the TOG Stock delivered under Section 2.4(b)(i); and 86.67% of such amount shall be deducted from the cash delivered under Section 2.4(b)(ii).
Certain Real Property Matters. (a) At Closing, Buyer shall reimburse Seller or one of its Subsidiaries, as designated by Seller prior to Closing, in immediately available funds for an amount equal to the total of any and all security deposit monies then being held by the landlords under each Lease (collectively, the “Lease Deposits”) to the extent any such amounts are not included in the Closing Net Working Capital. In the event that any landlord under a Lease holds a letter of credit or other similar instrument (each, a “Lease Security Instrument”) as security for performance of the tenant’s obligations under such Lease, Buyer shall promptly and, in any event, within thirty (30) days following the Closing Date, cause each and every such Lease Security Instrument to be canceled and returned to Seller. Seller shall deliver a written description of each Lease Deposit and Lease Security Instrument to Buyer at least five (5) Business Days prior to Closing.
Certain Real Property Matters. (a) Prior to the Closing Date, the Seller shall have purchased for book value as of December 31, 2001, the property described on Schedule 5.9(a) hereto of Border Electrical Co., L.P. ("Border Electric"), located at 10855 Pellicano, El Paso, Texas without recourse to the Buyer, Bordex Xxxxxxxx xx xxx xx their Affiliates.
(b) Prior to the Closing Date, the Seller shall, at its own expense, use its best efforts to cause Maximum Refrigeration & Air Conditioning Corp. (formerly known as CS24 Acquisition Corp.), a Company Subsidiary and the tenant under that certain lease agreement, dated June 30, 1998, by James Olympios, as landlord, for the space located at 1310 Central Axxxxx, Xxxxxxxe, New Jersey ("Hillside lease"), descrixxx xx Xxxxxxxx 0.0(x) xxxxxx, (x) xx xxxminate the Hillside lease with the consent of the landlord and (ii) to be released from any and all obligations thereunder. In the event the Seller has not obtained such termination, landlord's consent and release prior to the Closing Date, at the Buyer's option, the Seller shall assume the obligations under the Hillside lease or shall reduce the Purchase Price by $100,000. In the event the Buyer has not exercised such option to reduce the Purchase Price, the Seller further agrees to indemnify and hold the Buyer and its Affiliates harmless for any and all liabilities or obligations, now existing or which may subsequently arise, in connection with the tenant's use, occupancy, possession and/or operation of business under the Hillside lease and in connection with the Seller's obligations under this Section 6.14(b).
Certain Real Property Matters. (i) Except as set forth on Schedule 3.1(ab)
(i) there is no pending, or to the actual knowledge of Sellers, threatened, condemnation or similar proceeding affecting any Plant or any portion thereof. There are no pending or, to Sellers' knowledge threatened, special assessments or improvements or activities of any governmental or quasi-governmental authority either planned, in the process of construction, or completed which may give rise to any special assessment against any Plant or any portion thereof.
(ii) Neither Seller has received any written notice from any insurance company of any defects or inadequacies in any Plant or any part thereof which could materially and adversely affect the insurability of such Plant or the premiums for the insurance thereof. No written notice has been given by any insurance company which has issued a policy with respect to any portion of any Plant or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made.
(iii) There are no parties (other than Harley-Davidson Motor Company--Plant 42) in possession of any portion of any Plant, whether as tenants, tenants at sufferance, trespassers or otherwise, except Sellers.
(iv) To the actual knowledge of the Sellers, there is no law, ordinance, order, regulation or requirement now in existence or under active consideration by any governmental authority which could require the owner of the Plants to make aggregate expenditures in excess of $200,000, in the aggregate, to modify or improve the Plants to bring them into compliance therewith and there is no pending judicial or administrative action with respect to the Plants.
(v) Except as set forth on Schedule 3.1(ab)(v), there are currently in existence no service, operating or management agreements or arrangements requiring annual payments in excess of $100,000 with respect to the Plants.
(vi) There is presently in existence water, sewer, gas and electrical lines and surface drainage systems serving each Plant which have been licensed, permitted, completed, installed and paid for and which are sufficient as licensed and permitted to service the operations of each Plant when fully occupied and operational. All utility lines serving each Plant are located in the right-of-way of public roadways to the boundary of the land on which Plant is situated.
(vii) Each Plant has adequate access to and from completed, d...
Certain Real Property Matters. Hechi has not received, nor is aware of, any notifications, restrictions or stipulations from any governmental authority requiring any work to be done on any real property owned by Hechi or used by Hechi in the operation of the Business and transferred and sold hereunder as a Purchased Asset (hereinafter, the "Acquired Property"), or threatening the use of any such Acquired Property. There are no pending or threatened proceedings affecting any portion of the Acquired Property. Hechi possesses title to all the Acquired Property, subject to no liens, encumbrances, patents, covenants, leases and other matters affecting title. There are no leases, agreements, understandings, options, contracts or rights of first refusal affecting or relating to the Acquired Property in any way, except as previously disclosed to Biogan.
Certain Real Property Matters. On or before February 8, 2006, the Loan Parties will provide to the Administrative Agent ALTA mortgagee title insurance policies issued by Sxxxxxx Title Guaranty Company (or such other title company as shall be acceptable to the Administrative Agent in its sole discretion) (the “Mortgage Policies”) with respect to each of the Shoreline/Cottage Grove Properties, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent;
Certain Real Property Matters. 8 2.17.1 Ownership..............................................................................8 2.17.2 Real Property Leases. .................................................................9 2.17.3
Certain Real Property Matters. 2 *Schedule 3.12(a)(iii).........................Certain Real Property Matters - 3 Schedule 3.12(d)...............................Certain Real Property Matters - 4 *Schedule 3.12(i)..............................Certain Real Property Matters - 5 Schedule 3.13(a).......................................Environmental Matters - 1 Schedule 3.13(b).......................................Environmental Matters - 2 Schedule 3.13(c).......................................Environmental Matters - 3 Schedule 3.13(d).......................................Environmental Matters - 4 *Schedule 3.14........
Certain Real Property Matters. On or prior to the Merger Closing, the Shareholder (i) shall cause the applicable member of the Company Group to sell, transfer, convey, assign and deliver to the Shareholder or one of its Affiliates (other than any member of the Company Group) good, valid and marketable fee simple title to each of the Closed Sites, free and clear of all Liens other than Permitted Liens, and (ii) in accordance with Section 11.2.1, shall assume and agree to pay, honor and discharge when due all liabilities and obligations to third parties relating exclusively to such Closed Sites that are incurred after the Merger Closing Date.
