Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if the Transfer Regulations, the terms of a Collective Bargaining Agreement or applicable Law require that any assets or Liabilities be retained by the Xxxxxxx Group or transferred to or assumed by the Veralto Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such Collective Bargaining Agreement or applicable Law and shall not be made as otherwise set forth in this Agreement.
Certain Requirements. All Substitute Properties shall comply with this Section 2.3.5. To qualify as a Substitute Property, a property must, as of the Substitution Date (in addition to the other criteria set forth in this Section 2.3.5):
(i) be subject to the Master Lease;
(ii) be a property as to which Mortgage Borrower will hold insurable fee title or a valid and subsisting leasehold interest free and clear of any Lien or other encumbrance except for exceptions not materially impairing the value of such property, and have an appraised value at least equal to the Appraised Value of the Replaced Property;
(iii) be free and clear, as evidenced by the environmental report referred to in paragraph (c) below, of Hazardous Substances requiring remediation or other action under any Environmental Law the presence of which violates Environmental Laws and be in material compliance with all Environmental Laws;
(iv) be in good repair and condition, as evidenced by the engineering report referred to in clause (c) below; and
(v) be in compliance, in all material respects, with Legal Requirements and Insurance Requirements, as evidenced by diligence items required to be provided in paragraph (c) below.
Certain Requirements. The insurance policies required by this Section 11.2 shall:
Certain Requirements. A successor corporation (as the result of an amalgamation or merger with the Corporation) (a “Successor Corporation”), shall, to the extent necessary and desirable, execute, before or contemporaneously with the consummation of any such transaction, an agreement supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Agreement.
Certain Requirements. All Substitute Properties shall comply with this Section 2.3.5. To qualify as a Substitute Property, a property must, as of the Substitution Date (in addition to the other criteria set forth in this Section 2.3.5):
(i) be subject to the Master Lease;
(ii) be a property as to which Mortgage Borrower will hold insurable fee title or a valid and subsisting leasehold interest free and clear of any Lien or other encumbrance except for Permitted Encumbrances (excluding those described in clauses (b), (d), (e) and (i) of the definition of Permitted Encumbrances) and exceptions not materially impairing the value of such property, and have an appraised value at least equal to the Appraised Value of the Replaced Property;
(iii) be free and clear, as evidenced by the environmental report referred to in paragraph (c) below, of Hazardous Substances requiring remediation or other action under any Environmental Law the presence of which violates Environmental Laws (with the exception of any immaterial remediation, as determined by Mezzanine Lender in its sole discretion) and be in material compliance with all Environmental Laws;
(iv) be of a similar use and quality to the other Individual Properties (as reasonably determined by Mezzanine Lender applying the standards of a prudent commercial mezzanine loan lender);
(v) be in good repair and condition, as evidenced by the engineering report referred to in clause (c) below;
(vi) if the Substitute Property is ground leased (such that Mortgage Borrower will hold a leasehold interest rather than fee title), the ground lease shall be financeable and otherwise in form and substance reasonably acceptable to Mezzanine Lender, including, without limitation, rent payment and other material financial obligations and providing for the recordation of a memorandum of lease in the applicable real property records; and
(vii) be in compliance, in all material respects, with Legal Requirements and Insurance Requirements, as evidenced by diligence items required to be provided in paragraph (c) below.
Certain Requirements. Prior to the exercise of the Warrants, the Corporation shall not, directly or indirectly, sell, transfer or otherwise dispose of all or substantially all of its property and assets as an entirety to any other corporation and shall not amalgamate (except with a wholly-owned Subsidiary) or merge with or into any other corporation (any such other corporation being herein referred to as a “Successor Corporation”) unless:
(1) the Successor Corporation executes, before or contemporaneously with the consummation of any such transaction, an indenture supplemental hereto together with such other instruments as are satisfactory to the Warrant Agent and in the opinion of its counsel are necessary or advisable to evidence the assumption by the Successor Corporation of the due and punctual observance and performance of all the covenants and obligations of the Corporation under this Indenture; and
(2) such transaction shall be to the satisfaction of the Warrant Agent, acting reasonably, and in the opinion of its counsel, be upon such terms so as to substantially preserve and not impair in any material respect the rights and powers of the Warrant Agent or of the Holders hereunder.
Certain Requirements. The Company shall not enter into any Corporate Reorganization, unless:
(i) the Successor Company shall execute, prior to or contemporaneously with the consummation of such Corporate Reorganization, such instruments as are necessary or advisable to evidence the assumption by the Successor Company of all of the obligations of the Company, as the case may be, under this Debenture;
(ii) such Corporate Reorganization shall be upon such terms as to preserve and not to impair any of the rights and powers of the Holder hereunder; and
(iii) no condition or event shall exist as to the Company or the Successor Company either at the time of or immediately after such Corporate Reorganization and after giving full effect thereto or immediately after the Successor Company complying with the provisions of subsection 8.1(i) above which constitutes or would constitute an Event of Default hereunder.
Certain Requirements. Notwithstanding anything in this Agreement to the contrary, if applicable Law requires that any assets or Liabilities be retained by the Company Group or transferred to or assumed by the SpinCo Group in a manner that is different from that set forth in this Agreement, such retention, transfer or assumption shall be made in accordance with the terms of such applicable Law and shall not be made as otherwise set forth in this Agreement and the Parties shall reasonably cooperate to adjust for any related economic consequences.
Certain Requirements. Notwithstanding anything herein to the contrary, for purposes of this Agreement, (x) the Xxxx Xxxxx Wall Street Reform and Consumer Protection Act, and all requests, rules, guidelines and directives promulgated thereunder and (y) all requests, rules, guidelines or directives concerning capital adequacy promulgated by the Bank for International Settlements, the Basel Committee on Banking Supervision (or any successor or similar authority) or United States regulatory authorities, in each case pursuant to Basel III, shall be deemed to have been adopted after the date hereof, regardless of the date enacted or adopted.
Certain Requirements. The Issuing Bank is under no obligation to Issue any Letter of Credit if:
(i) any order, judgment or decree of any Governmental Authority or arbitrator shall by its terms purport to enjoin or restrain the Issuing Bank from Issuing such Letter of Credit, or any requirement of law applicable to the Issuing Bank or any request or directive (with which it is customary for banks in the relevant jurisdiction to comply whether or not having the force of law) from any Governmental Authority with jurisdiction over the Issuing Bank shall prohibit, or request that the Issuing Bank refrain from, the Issuance of letters of credit generally or such Letter of Credit in particular or shall impose upon the Issuing Bank with respect to such Letter of Credit any restriction, reserve, or capital requirement (for which the Issuing Bank is not otherwise compensated hereunder) not in effect on the Closing Date, or shall impose upon the Issuing Bank any unreimbursed loss, cost, or expense which was not applicable on the Closing Date and which the Issuing Bank in good faitx xxxxx xxxerial to it;
(ii) the Issuing Bank has received written notice from any Bank, the Administrative Agent or Borrower, on or prior to the Business Day prior to the requested date of Issuance of such Letter of Credit, that one or more of the applicable conditions contained in Article 5 is not then satisfied;
(iii) the Stated Expiry Date of any requested Letter of Credit is not in accord with the requirements of Section 2.10(b), unless all of the Banks have approved such Stated Expiry Date;
(iv) any requested Letter of Credit does not provide for drafts, or is not otherwise in form and substance reasonably acceptable to the Issuing Bank, or the Issuance of a Letter of Credit shall violate any applicable policies of the Issuing Bank; or
(v) such Letter of Credit is to be used for a purpose other than as provided herein or denominated in a currency other than Dollars.
