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.
Certain Real Property Matters. (a) At each applicable Closing, the Purchaser shall reimburse the Seller Group for an amount equal to the total of any and all security deposit monies then being held by the landlords under the Assumed Real Property Leases as set forth in Schedule 10.8. With respect to the letters of credit or other similar instruments held by the applicable landlord under an Assumed Real Property Lease as set forth in Schedule 10.8 (each, a “Lease Security Instrument”) as security for performance of the tenant’s obligations under such Assumed Real Property Lease, the Purchaser shall use Reasonable Efforts to cause each and every such Lease Security Instrument to be returned to the applicable member of the Seller Group promptly following the applicable Closing Date and the Sellers shall, and shall cause the other members of the Seller Group to, cooperate with the Purchaser with respect thereto. The Purchaser agrees, unconditionally and irrevocably, to reimburse and indemnify the Sellers and their respective Affiliates for and against all payments, costs and expenses incurred by such Persons as a result of facts and circumstances arising after the applicable Closing and relating to any Lease Security Instrument that is not replaced, released, terminated or returned on or prior to the applicable Closing Date, in each case until the release of the Sellers’ and their respective Affiliates’ obligations with respect thereto. The Sellers agree, unconditionally and irrevocably, to reimburse and indemnify the Purchaser and its Affiliates for and against all payments, costs and expenses incurred by any such Person as a result of facts and circumstances arising prior to the applicable Closing and relating to any Lease Security Instrument that has been reimbursed to the Seller Group. All claims hereunder and any reimbursements and indemnities required hereunder shall be made in accordance with the procedures set forth in Section 8.3, but shall not be subject to the limitations set forth in Section 8.5.
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 “
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) 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, Bordxx Xxxxxxxx xx xxx of their Affiliates.
Certain Real Property Matters. (a) At each applicable Closing, the Purchaser shall reimburse the Seller Group for an amount equal to the total of any and all security deposit monies then being held by the landlords under the Assumed Real Property Leases. With respect to the letters of credit or other similar instruments held by the applicable landlord under an Assumed Real Property Lease (each, a “Lease Security Instrument”) as security for performance of the tenant’s obligations under such Assumed Real Property Lease, the Purchaser shall use Reasonable Efforts to cause each and every such Lease Security Instrument to be returned to the Seller promptly following the applicable Closing Date. The Purchaser agrees, unconditionally and irrevocably, to reimburse and indemnify the Seller and its Affiliates for and against all payments, costs and expenses incurred after the applicable Closing and relating to any Lease Security Instrument that is not replaced, released, terminated or returned on or prior to the applicable Closing Date, in each case until the release of the Seller’s and its Affiliates’ obligations with respect thereto. All claims by the Seller hereunder and any reimbursements and indemnities by the Purchaser required hereunder shall be made in accordance with the procedures set forth in Section 8.3, but shall not be subject to the limitations set forth in Section 8.5.
Certain Real Property Matters. (i) Except as set forth on Schedule 3.1(y)(i), there is no pending, or to the actual knowledge of Sellers, threatened, condemnation or similar proceeding affecting any Store 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 Store or any portion thereof.
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...........Seller Intellectual Properties, Computer Software, Etc. Schedule 3.15..........................................................Insurance *Schedule 3.16..............................................Permits and Licenses Schedule 3.17.........................Government Payment Programs; Accreditation *Schedule 3.18............................................Terms of the Contracts
Certain Real Property Matters. GE shall perform those obligations with respect to real property matters set forth on Schedule 7.21.
Certain Real Property Matters. With respect to the Purchased Real Property, the 1031 Purchased Properties and the Seller Option Property, to the extent Buyer receives, within forty-five (45) days following the Closing, surveys or updates to surveys, and such surveys or updates to surveys show any items or matters ("New Items/Matters") that exist DB03/0502991.0020/10136186.1 WP01 as of Closing or are otherwise caused by Sellers or Seller Parent and are not expressly identified or shown on title commitments, title policies or surveys provided to Buyer prior to the date of this Amendment, then Sellers and Seller Parent shall jointly and severally indemnify, defend, and hold harmless Buyer Indemnified Parties from, against, and in respect of any and all Losses arising out of or relating to any such New Items/Matters (except for Permitted Liens or Liens which will be released at or promptly after Closing as provided in Section 2.2(b)(i)), including any costs to remedy any survey defect or other adverse survey items or matters."
