Concurrent Lease Transaction Sample Clauses

Concurrent Lease Transaction. (i) Prior to the Due Diligence Expiration Date, and as a condition precedent in favor of Buyer, Buyer, or one (1) or more of its affiliates or nominees, as landlord (in such capacity, collectively, “Master Landlord”), and such operator(s) as Buyer may designate in its sole and absolute discretion (in such capacity, collectively, “New Operator”), shall enter into, in Buyer’s sole discretion, one or more acceptable lease agreements (other than the Mansfield Facility and the Fremont Facility) (collectively (if applicable), the “Master Lease”), whereby Master Landlord shall lease the Facilities (excluding the Mansfield Facility and the Fremont Facility) to New Operator. Notwithstanding anything herein which may be construed to the contrary, Buyer and Seller hereby acknowledge and agree that there may be more than one Master Lease and more than one New Operator and that, as used in this Agreement, the terms Master Lease and New Operator shall refer to any and all such Master Leases and New Operators. If Buyer elects to change the identity of the New Operators that have been disclosed to Seller as of the Effective Date, and if any such New Operator currently operates (or within the past five (5) years has operated) a licensing nursing home in the State of Ohio, Buyer shall notify Seller in writing of the identify of any such New Operator on or before the date that is five (5) days prior to the Due Diligence Expiration Date for Seller’s prior approval, which approval may not be unreasonably withheld, conditioned, or delayed. Seller’s failure to deliver written notice to Buyer of Seller’s approval or disapproval of any such New Operator within three (3) days of receipt of Buyer’s written notice shall be deemed to constitute Seller’s approval of any such New Operator. If Seller disapproves of any such New Operator, then Buyer shall have a period of fifteen (15) days (with the Due Diligence Expiration Date being extended as necessary to accommodate said fifteen (15) day period) to find a replacement New Operator, which replacement New Operator shall be subject to Seller’s prior approval to the extent otherwise required, and pursuant to the procedure provided for, in this Section. Buyer shall notify Seller in writing of the identity of any such New Operator.
Sample 1
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Concurrent Lease Transaction. Concurrently with the Close of Escrow, Buyer, as landlord (in such capacity, “Master Landlord”), and Sellers or an affiliate of Sellers approved by Buyer, as tenant (in such capacity, “Master Tenant”), shall enter into a master lease agreement (the “Master Lease”), whereby Master Landlord shall lease the Facilities to Master Tenant. The foregoing condition shall survive the Due Diligence Expiration Date. Prior to the expiration of the Due Diligence Expiration Date, Master Tenant and Master Landlord shall agree, in writing, on the form of the Master Lease and all ancillary documents and instruments and deliverables to be executed or delivered in connection therewith, including without limitation, any letter of credit or evidence of insurance, in the sole and absolute discretion of each. If Master Tenant and Master Landlord cannot agree upon the form of the Master Lease and ancillary documents in connection therewith on or prior to the Due Diligence Expiration Date, both Buyer and Sellers shall each have the right to terminate this Agreement, whereupon neither party shall have any additional rights or liabilities hereunder except for those terms and provisions which expressly survive the termination of this Agreement. It shall be a condition precedent to the Close of Escrow, in favor of Buyer and surviving the Due Diligence Expiration Date, that Master Landlord and Master Tenant shall have entered into the Master Lease and all ancillary documents thereto and that Master Tenant shall have delivered to Master Landlord all deliverables to be delivered in connection therewith, including, without limitation, any letter of credit and certificates of insurance required under the terms of the Master Lease.
Sample 1
Concurrent Lease Transaction. If Master Tenant and Master Landlord cannot agree upon the form of the Master Lease prior to the Due Diligence Expiration Date, both Buyer and Sellers shall each have the right to terminate this Agreement, whereupon the Deposit shall be returned to Buyer, and neither party shall have any additional rights or obligations hereunder except those that expressly survive the termination of this Agreement. It shall be a condition precedent to the Close of Escrow in favor of Sellers that, concurrently with the Close of Escrow, Master Landlord and Master Tenant shall have entered into the Master Lease. The condition in the immediately preceding sentence shall survive the Due Diligence Expiration Date.
Sample 1

Related to Concurrent Lease Transaction

  • Concurrent Transactions All documents or other deliveries required to be made by Purchaser or Seller at Closing, and all transactions required to be consummated concurrently with Closing, shall be deemed to have been delivered and to have been consummated simultaneously with all other transactions and all other deliveries, and no delivery shall be deemed to have been made, and no transaction shall be deemed to have been consummated, until all deliveries required by Purchaser and Seller shall have been made, and all concurrent or other transactions shall have been consummated.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Acquisition Agreement The Administrative Agent shall have received a fully executed or conformed copy of the Acquisition Agreement which shall be in full force and effect.

  • Transaction Financing The Company shall use its reasonable best efforts to take, or cause to be taken, all actions, and do, or cause to be done, and to assist and cooperate with the other parties in doing, all things necessary, proper or advisable to obtain a commitment letter (the “Transaction Financing Commitment Letter”), from a reputable financial institution to provide financing for the Merger and the transactions contemplated hereby on commercially reasonable terms and conditions.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Repurchase Transactions (a) Repo Custodian shall make all credits and debits to the Transaction Account and effect the transfer of Securities to or from the Participating Funds upon proper instructions received from the Participating Funds, or the Custodian on behalf of the Participating Funds, and shall make all credits and debits to the Seller Account and effect the transfer of Securities to or from the Seller upon proper instructions received from Seller. In the event that Repo Custodian receives conflicting proper instructions from Seller and the Participating Funds, or the Custodian on behalf of the Participating Funds, Repo Custodian shall follow the Participating Funds' or the Custodian's proper instructions. The Participating Funds shall give Repo Custodian only such instructions as shall be permitted by the Master Agreement. Notwithstanding the preceding sentence, the Participating Funds, or the Custodian on behalf of the Participating Funds, may from time to time instruct Repo Custodian to transfer cash from the Transaction Account to Custodian.

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Merger Agreement The term "Merger Agreement" shall have the meaning set forth in the preface.

  • Pre-Release Transactions Subject to the further terms and provisions of this Section 5.10, the Depositary, its Affiliates and their agents, on their own behalf, may own and deal in any class of securities of the Company and its Affiliates and in ADSs. In its capacity as Depositary, the Depositary shall not lend Shares or ADSs; provided, however, that the Depositary may (i) issue ADSs prior to the receipt of Shares pursuant to Section 2.3 and (ii) deliver Shares prior to the receipt of ADSs for withdrawal of Deposited Securities pursuant to Section 2.7, including ADSs which were issued under (i) above but for which Shares may not have been received (each such transaction a “Pre-Release Transaction”). The Depositary may receive ADSs in lieu of Shares under (i) above and receive Shares in lieu of ADSs under (ii) above. Each such Pre-Release Transaction will be (a) subject to a written agreement whereby the person or entity (the “Applicant”) to whom ADSs or Shares are to be delivered (w) represents that at the time of the Pre-Release Transaction the Applicant or its customer owns the Shares or ADSs that are to be delivered by the Applicant under such Pre-Release Transaction, (x) agrees to indicate the Depositary as owner of such Shares or ADSs in its records and to hold such Shares or ADSs in trust for the Depositary until such Shares or ADSs are delivered to the Depositary or the Custodian, (y) unconditionally guarantees to deliver to the Depositary or the Custodian, as applicable, such Shares or ADSs, and (z) agrees to any additional restrictions or requirements that the Depositary deems appropriate, (b) at all times fully collateralized with cash, U.S. government securities or such other collateral as the Depositary deems appropriate, (c) terminable by the Depositary on not more than five (5) business days’ notice and (d) subject to such further indemnities and credit regulations as the Depositary deems appropriate. The Depositary will normally limit the number of ADSs and Shares involved in such Pre-Release Transactions at any one time to thirty percent (30%) of the ADSs outstanding (without giving effect to ADSs outstanding under (i) above), provided, however, that the Depositary reserves the right to change or disregard such limit from time to time as it deems appropriate. The Depositary may also set limits with respect to the number of ADSs and Shares involved in Pre-Release Transactions with any one person on a case-by-case basis as it deems appropriate. The Depositary may retain for its own account any compensation received by it in conjunction with the foregoing. Collateral provided pursuant to (b) above, but not the earnings thereon, shall be held for the benefit of the Holders (other than the Applicant).

  • Closing Date Transactions On the Closing Date, subject to the satisfaction of the terms and conditions herein:

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