Closing Date Obligations/Cash Sample Clauses

Closing Date Obligations/Cash. Notwithstanding anything herein, in an Operating Agreement, a Property Loan Agreement or any other agreement entered into in connection herewith or therewith to the contrary, the MARC Principals and First Union agree that any and all receivables, obligations, liabilities or claims relating to a Property or a Property Owner and arising, accruing or pertaining to a period on or before the applicable Closing Date, including, without limitation, delinquent rent, real property taxes, and other items customarily pro-rated in connection with sales of real property, shall be for the sole benefit of, and be the sole responsibility of, the MARC Principals and not that of the applicable Property or Property Owner and the Property Owners shall pay such revenues to the MARC Principals and the MARC Principals hereby indemnify and hold the applicable Property Owner and First Union harmless against any such obligation, liability or claim. In furtherance of the foregoing, First Union acknowledges that all accounts receivable (including, without limitation, uncollected rents for the period prior to the Closing Date, cash and cash equivalents owned by the Property Owner (except for those held in escrow accounts for which adjustment has been made or security deposits)) are to be paid to the MARC Principals and shall not be an asset of the Property Owner.
Sample 1
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Related to Closing Date Obligations/Cash

  • Existing Indebtedness of the Loan Parties All of the existing Indebtedness for borrowed money of the Borrower and its Subsidiaries (other than Indebtedness permitted to exist pursuant to Section 7.02) shall be repaid in full and all security interests related thereto shall be terminated on or prior to the Closing Date.

  • Payment of Indebtedness and Performance of Obligations The Borrower shall pay and discharge when due all lawful Indebtedness, obligations and claims for labor, materials and supplies or otherwise which, if unpaid, could reasonably be expected to (a) have a Material Adverse Effect on the Borrower or (b) give rise to the imposition of a Lien (other than a Permitted Lien) upon the property of the Borrower, unless and to the extent only that the validity of such Indebtedness, obligation or claim shall be contested in good faith and by appropriate proceedings diligently conducted by or on behalf of the Borrower, and provided that such reserve or other appropriate provision as shall be required in accordance with Applicable Accounting Principles shall have been made therefor.

  • Additional Conditions to the Obligations of the Company The obligation of the Company to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by the Company:

  • Conditions to the Obligations of Sellers The obligations of Sellers under this Agreement are, at their option, subject to the fulfillment of the following conditions prior to or at the Closing Date:

  • Conditions to the Obligations of Seller The obligation of Seller to consummate the transactions contemplated by this Agreement is subject to the satisfaction of the following conditions, any one or more of which may be waived in writing by Seller:

  • Conditions to the Obligations of the Purchasers The obligation of each Purchaser to purchase and pay for the Preferred Shares being purchased by it on the Closing Date is, at its option, subject to the satisfaction, on or before the Closing Date, of the following conditions:

  • Indebtedness and Contingent Obligations As of the Closing, the Borrowers shall have no outstanding Indebtedness or Contingent Obligations other than the Obligations or any other Permitted Indebtedness.

  • Indebtedness and Cash Flow Covenants The Borrower on a consolidated basis with its Subsidiaries shall not permit:

  • Conditions to the Obligations of the Buyer The obligations of the Buyer hereunder are subject to the fulfillment or satisfaction at or prior to the Closing of each of the following conditions (any one or more of which may be waived by the Buyer but only in writing):

  • Conditions to the Obligations of the Sellers Each and every obligation of the Sellers under this Agreement shall be subject to the satisfaction, on or before the Closing Date, of each of the following conditions unless waived in writing by the Sellers:

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