Delivery of Real Property Documents. (a) Within five business days after the date of this Agreement, Vision Bancshares, its Subsidiaries and/or Related Persons shall deliver to Park copies of any and all of the following relative to any real property listed in the Vision Bancshares Disclosure Schedule: title commitments, title policies, environmental assessments, physical inspection reports, and any and all other studies, tests, examinations, reports, surveys and other documentation with respect to the physical and environmental condition of the real property at issue including but not limited to any orders, correspondence, consents, permits or approvals from any Governmental Authorities or Regulatory Authorities. (b) Upon request of Park at any time prior to the Closing Date, Vision Bancshares shall immediately request, and deliver to Park as soon as reasonably possible thereafter, an estoppel certificate from each landlord when Vision Bancshares or one of its Subsidiaries is the tenant, or each tenant when Vision Bancshares or one of its Subsidiaries is the landlord, under each and every lease of real property listed in the Vision Bancshares Disclosure Schedule. The form of estoppel certificate shall certify, to the extent true, as to the following: that the lease is in full force and effect and unmodified (or, if there have been modifications to the lease, that the same is in full force and effect as modified, stating the modifications); the dates on which the commencement of the lease occurred and on which the term of the lease expires pursuant to the terms of the lease; the number and length of any extension terms exercisable by the tenant under the lease; the square footage of the premises leased by the tenant and the tenant’s percentage share of any common operating and maintenance expenses, if applicable; the date through which rent has been paid; the amount of the rental payment next due under the lease; whether or not any rent has been pre-paid more than 30 days in advance; in the case of an estoppel certificate from a tenant, that the tenant has accepted the leased premises and that the landlord is not required under the terms of the lease to make any improvements to the leased premises after the date of the certificate; the amount of any security deposit; and that there exists no event of default on behalf of the tenant and/or the landlord under the lease, nor has the tenant or the landlord taken any action or failed to take an action which action or failure to act could, with the passage of time, become a default under the lease terms.
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Samples: Merger Agreement (Vision Bancshares Inc), Merger Agreement (Park National Corp /Oh/)
Delivery of Real Property Documents. (a) Within five business days after the date of this Agreement, Vision Bancshares, its Subsidiaries and/or Related Persons shall deliver to Park copies of any and all of the following relative to any real property listed in the Vision Bancshares Disclosure Schedule: title commitments, title policies, environmental assessments, physical inspection reports, and any and all other studies, tests, examinations, reports, surveys and other documentation with respect to the physical and environmental condition of the real property at issue including but not limited to any orders, correspondence, consents, permits or approvals from any Governmental Authorities or Regulatory Authorities.
(b) Upon request of Park at any time prior to the Closing Date, Vision Bancshares shall immediately request, and deliver to Park as soon as reasonably possible thereafter, an estoppel certificate from each landlord when Vision Bancshares or one of its Subsidiaries is the tenant, or each tenant when Vision Bancshares or one of its Subsidiaries is the landlord, under each and every lease of real property listed in the Vision Bancshares Disclosure Schedule. The form of estoppel certificate shall certify, to the extent true, as to the following: that the lease is in full force and effect and unmodified (or, if there have been modifications to the lease, that the same is in full force and effect as modified, stating the modifications); the dates on which the commencement of the lease occurred and on which the term of the lease expires pursuant to the terms of the lease; the number and length of any extension terms exercisable by the tenant under the lease; the square footage of the premises leased by the tenant and the tenant’s percentage share of any common operating and maintenance expenses, if applicable; the date through which rent has been paid; the amount of the rental payment next due under the lease; whether or not any rent has been pre-paid more Other than 30 days in advance; in the case of an estoppel certificate from acquisition of additional Real Property as Additional Unsecured Real Property, a tenantrefinancing of outstanding Revolver Real Property Acquisition Loans or a reimbursement of any Subsidiary Guarantor with respect to any Equity Funded Acquisition, that the tenant has accepted Administrative Agent shall have received:
(i) not less than thirty (30) days prior (or such shorter period of time as the leased premises and that Administrative Agent may agree to in its reasonable discretion) to the landlord is not required under acquisition of additional Real Property to be financed with the terms proceeds of Multi-Draw Term Loans (or of Incremental Term Loans), copies of the lease substantially complete form of the Real Property Documents,
(ii) not less than two (2) Business Day prior (or such shorter period of time as the Administrative Agent may agree to make any improvements in its reasonable discretion) to the leased premises after acquisition of additional Real Property to be financed with the date proceeds of Multi-Draw Term Loans (or of Incremental Term Loans), copies of the certificate; final form of the amount Real Property Documents, and
(iii) prior to such Borrowing copies or originals, as applicable, of the final, fully executed Real Property Documents. (For the avoidance of doubt, as provided in the definition of “Real Property Documents,” the Administrative Agent may elect in its sole discretion to accept delivery of one or more of the Real Property Documents on a post-closing basis after such Multi-Draw Term Loan Borrowing (or such Incremental Term Loan Borrowing) and/or to waive delivery of one or more of the Real Property Documents.)
(b) In the case of an acquisition of additional Real Property as Additional Unsecured Real Property, a refinancing of outstanding Revolver Real Property Acquisition Loans or a reimbursement of any security deposit; and that there exists no event Subsidiary Guarantor with respect to any Equity Funded Acquisition, the Administrative Agent shall have received the deliveries described in clause (a) above to the extent applicable within a reasonable period of default on behalf of the tenant and/or the landlord under the lease, nor has the tenant or the landlord taken any action or failed time prior to take an action which action or failure to act could, with the passage of time, become a default under the lease termssuch Borrowing.
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Delivery of Real Property Documents. (a) Within five business days after the date of this Agreement, Vision Bancshares, its Subsidiaries and/or Related Persons shall deliver to Park copies of any and all of the following relative to any real property listed in the Vision Bancshares Disclosure Schedule: title commitments, title policies, environmental assessments, physical inspection reports, and any and all other studies, tests, examinations, reports, surveys and other documentation with respect to the physical and environmental condition of the real property at issue including but not limited to any orders, correspondence, consents, permits or approvals from any Governmental Authorities or Regulatory Authorities.
(b) Upon request of Park at any time prior to the Closing Date, Vision Bancshares shall immediately request, and deliver to Park as soon as reasonably possible thereafter, an estoppel certificate from each landlord when Vision Bancshares or one of its Subsidiaries is the tenant, or each tenant when Vision Bancshares or one of its Subsidiaries is the landlord, under each and every lease of real property listed in the Vision Bancshares Disclosure Schedule. The form of estoppel certificate shall certify, to the extent true, as to the following: that the lease is in full force and effect and unmodified (or, if there have been modifications to the lease, that the same is in full force and effect as modified, stating the modifications); the dates on which the commencement of the lease occurred and on which the term of the lease expires pursuant to the terms of the lease; the number and length of any extension terms exercisable by the tenant under the lease; the square footage of the premises leased by the tenant and the tenant’s percentage share of any common operating and maintenance expenses, if applicable; the date through which rent has been paid; the amount of the rental payment next due under the lease; whether or not any rent has been pre-paid more Other than 30 days in advance; in the case of an estoppel certificate from acquisition of additional Real Property as Unsecured Real Property, a tenantrefinancing of outstanding Revolver Real Property Acquisition Loans or a reimbursement of any Subsidiary Guarantor with respect to any Equity Funded Acquisition, that the tenant has accepted Administrative Agent shall have received:
(i) not less than thirty (30) days prior (or such shorter period of time as the leased premises and that Administrative Agent may agree to in its reasonable discretion) to the landlord is not required under acquisition of additional Real Property to be financed with the terms proceeds of Multi-Draw Term Loans (or of Incremental Term Loans), copies of the lease substantially complete form of the Real Property Documents,
(ii) not less than two (2) Business Day prior (or such shorter period of time as the Administrative Agent may agree to make any improvements in its reasonable discretion) to the leased premises after acquisition of additional Real Property to be financed with the date proceeds of Multi-Draw Term Loans (or of Incremental Term Loans), copies of the certificate; final form of the amount Real Property Documents, and
(iii) prior to such Borrowing copies or originals, as applicable, of the final, fully executed Real Property Documents. (For the avoidance of doubt, as provided in the definition of “Real Property Documents,” the Administrative Agent may elect in its sole discretion to accept delivery of one or more of the Real Property Documents on a post-closing basis after such Multi-Draw Term Loan Borrowing (or such Incremental Term Loan Borrowing) and/or to waive delivery of one or more of the Real Property Documents.)
(b) In the case of an acquisition of additional Real Property as Unsecured Real Property, a refinancing of outstanding Revolver Real Property Acquisition Loans or a reimbursement of any security deposit; and that there exists no event Subsidiary Guarantor with respect to any Equity Funded Acquisition, the Administrative Agent shall have received the deliveries described in clause (a) above to the extent applicable within a reasonable period of default on behalf of the tenant and/or the landlord under the lease, nor has the tenant or the landlord taken any action or failed time prior to take an action which action or failure to act could, with the passage of time, become a default under the lease termssuch Borrowing.
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