Initial Transactions. The Company has complied with all agreements and satisfied all conditions on its part to be performed or satisfied in connection with the Initial Transactions as required by the applicable Transaction Agreement, applicable law and the Company’s charter and other organizational documents, and the Initial Transactions have been consummated.
Initial Transactions. The Parties agree that, subject to the terms and conditions set out in this Agreement, on the Initial Closing Date:
(a) the City and the HUPEG Arena Tenant shall enter into the Arena Lease, pursuant to which the HUPEG Arena Tenant will lease the Arena Property from the City for nominal rent for a term of 49 years commencing on the Initial Closing Date, and pursuant to which the HUPEG Arena Tenant will: (i) assume and be responsible for the management and operation of the Arena Property (including the ongoing maintenance to maintain the facilities to an appropriate state of good repair) during the term of the Arena Lease; (ii) undertake the Arena Work, all on and subject to the terms and conditions set out in the Arena Lease, all as referenced in Schedule A; and (iii) have a right to terminate on not less than five (5) years’ prior notice effective no earlier than the 30th anniversary of the commencement date, provided that, except with the consent of the City (acting in its sole and unfettered discretion), such right of termination may only be exercised concurrently with the concurrent termination of the other Leases;
(b) the City and the HUPEG Concert Hall Tenant shall enter into the Concert Hall Lease, pursuant to which the HUPEG Concert Hall Tenant will lease the Concert Hall Property from the City for nominal rent for a term of 49 years commencing on the Initial Closing Date, and pursuant to which the HUPEG Concert Hall Tenant will: (i) assume and be responsible for the management and operation of the Concert Hall Property (including the ongoing maintenance to maintain the facilities to an appropriate state of good repair) during the term of the Concert Hall Lease;
Initial Transactions. Notwithstanding anything to the contrary in any Loan Document, nothing contained in this Article shall prevent the consummation of any of the Initial Transactions.
Initial Transactions. The Agent on behalf of the Banks shall have received from the Company (i) a certificate from an authorized executive officer of the Company, dated as of the Effective Date, certifying that, substantially simultaneous with the Initial Loan, each of the Initial Transactions shall have been consummated, and attaching a true, complete and correct copy of each AHPI Merger Document, which shall be in form and substance reasonably satisfactory to the Agent and the Banks, and (ii) other evidence reasonably satisfactory to the Agent that the transactions described in clause (ii) of the definition of "Initial Transactions" shall have been consummated.
Initial Transactions. 6.1 On execution hereof:
(a) IMA Exploration Inc.( "IMA") shall be transferred the initial subscriber share in GGM and thereupon Pubco while IMA is the only Pubco, it shall immediately transfer to GGM certain equipment, furniture and leasehold improvements having an agreed fair value of $66,119.28 for the equipment and furniture and $27,057.80 for the leasehold improvements. IMA shall execute such bills of sale as GGM may reasonably require to effect this sale and transfer. GGM and IMA shall account for the $93,177.08 as a shareholder's loan to GGM against which GGM shall offset the initial prepayment and future monthly service charges to IMA until the amount is fully recovered by IMA.IMA warrants that the assets are owned by it free and clear of encumbrances and amounts owing except as disclosed on Schedule B;
(b) IMA shall sub-lease to GGM the premises at 709 - 837 West Hastings Sxxxxx, Xxxxxxxxx, Xxxxxxx Xxxxxxxx, X0X 0X0 xx x "xxx xxxxxx for full cost" basis and GGM shall pay the obligations under the sub-lease which shall be equal to IMA's cost under its lease for the same premises. GGM and IMA shall enter into a sub-lease agreement effecting these terms immediately after execution hereof; and
(c) each Pubco shall pay as a deposit against the last approximately six weeks' services in the amount as set forth on Schedule "A".
Initial Transactions. (a) Upon the request of Parent, the Company shall furnish to Parent its reasonable, good faith estimate of the amount that the Company will be required to pay pursuant to Section 7.6(b)(i) and (ii) and of cash on hand of the Company and its Subsidiaries on the Closing Date.
(b) At such time as all of the conditions set forth in Article VIII, other than Section 8.2(f), shall have been satisfied or irrevocably waived by Parent (the "Initial Transaction Time"), the Company shall:
(i) repay all Indebtedness for borrowed money of the Company and its Subsidiaries (other than Vendor Excluded Indebtedness), including such Indebtedness under Contracts set forth on Schedule 4.12, and terminate all of its obligations under the Contracts governing such Indebtedness which if not terminated would cause a default under Parent's senior credit facility upon the occurrence of the Effective Time;
(ii) cash collateralize all outstanding letters of credit on terms and conditions reasonably satisfactory to Parent;
(iii) contribute to a newly formed entity, formed in a non-U.S. jurisdiction reasonably acceptable to Parent, which has timely elected to be treated as a disregarded entity in accordance with United States Treasury Regulation Section 301.7701-3 for United States federal income tax purposes and that is wholly owned by the Company ("New LLC") all of the outstanding capital stock of each of the Company's Subsidiaries listed in Schedule 7.6(b)(iii) (the "Foreign Subsidiary Stock"), such that immediately following such contribution all of the Company's Subsidiaries that are organized in a jurisdiction outside of the United States shall be wholly owned, directly or indirectly, by New LLC.
(iv) sell to Purchaser all of the membership interests in New LLC for their book value (the "New LLC Purchase Price"), subject to the requirement that the Surviving Corporation purchase all of the Foreign Subsidiary Stock from New LLC immediately following the Effective Time for a purchase price equal to the New LLC Purchase Price, plus interest thereon from and after the Foreign Subsidiary Sale at the rate of eight percent (8%) per annum. The Company shall deliver to Purchaser such documents as Purchaser shall reasonably request relating to the contribution of the Subsidiaries referenced in clause (iii) of this paragraph (b), and such instruments of transfer of all of the membership interests in New LLC as Purchaser shall reasonably request.
(c) Prior to the Initial Transaction Time, Pare...
Initial Transactions. The following transactions have occurred prior to the date hereof (the "Initial Transactions"):
(a) REP Sales Inc. merged into MAPCO Coal Inc.
(b) Scotts Branch Company and MC Mining, Inc. merged into MC Mining.
(c) Alliance Coal Corporation contributed its 100% member interest in MC Mining to MAPCO Coal Inc.
(d) Posex, Xxunty Coal Corporation and Gibsxx Xxxnty Coal Corporation merged into Gibsxx Xxxnty.
(e) Toptiki Coal Corporation merged into Toptiki Coal.
(f) Pontiki Coal Corporation merged into Pontiki Coal.
(g) MAPCO Coal Land Corporation and MAPCO Coal Land & Development Corporation merged into Alliance Properties.
(h) Cari Xxxernational Mining Corporation was liquidated.
(i) Garrxxx Xxxnty Coal Corporation merged into Backbone Mountain.
(j) White County Coal Corporation merged into White County.
(k) Mt. Vernxx Xxxl Transfer Company merged into Mt. Vernxx.
(l) Websxxx Xxxnty Coal Corporation merged into Websxxx Xxxnty.
(m) Mettiki Coal Corporation merged into Mettiki Coal.
(n) Mettiki Coal Corporation (West Virginia) merged into MCWV.
(o) MLDC Corporation merged into Alliance Land.
(p) Alliance Power Corporation merged into Alliance Power, LLC.
(q) MAPCO Coal International filed documents with the government of Barbados to effectuate its dissolution.
(r) MAPCO Coal Inc. merged into Alliance Coal.
(s) Alliance Coal distributed the stock of South Atlantic Coal Company, Inc. to Alliance Coal Corporation.
(t) Alliance Coal Corporation changed its name to Alliance Resource Holdings, Inc.
Initial Transactions. (a) Prior to the Effective Date:
(i) the Revolving Commitment (under and as defined in the Original Credit Agreement) of each Lender shall automatically terminate,
(ii) all of the principal of and accrued and unpaid interest on the Revolving Loans (as defined in the Original Credit Agreement), together with all accrued and unpaid Commitment Fees (as defined in the Original Credit Agreement) shall be and become immediately due and payable,
(iii) each Lender shall have received all sums, if any, owing to it under Section 2.16 of the Original Credit Agreement as a result of the repayment of the outstanding principal balance of the Revolving Loans on or prior to the Effective Date,
(b) Upon the Effective Date:
(i) the Liens created under the Security Agreement (as defined in the Original Credit Agreement) shall automatically be released, and the Security Agreement shall be of no further force or effect,
(ii) the Administrative Agent shall deliver to the Borrower a Uniform Commercial Code Termination Statement in the form of Exhibit 1.3(e) hereto for filing in the state filing office noted thereon, and
(iii) the Administrative Agent shall deliver to JPMorgan Chase Bank, N.A., a written notice in the form of Exhibit 1.3(f) hereto terminating the Control Agreement (under and as defined in the Original Credit Agreement).
Initial Transactions. On and subject to the terms and conditions of this Agreement, at the Closing:
(a) Stoneridge agrees to contribute capital in the form of cash as specified in Section 1.3 to New BCS and New BCS agrees to issue in exchange therefor, free and clear of all liens, claims or encumbrances, except those set forth in the Operating Agreement of New BCS (the “Operating Agreement”), which is to be entered into by Old BCS and Stoneridge at the Closing, a 51% membership interest in New BCS represented by 510 Units (as defined in the Operating Agreement);
(b) As described in greater detail in Section 0 below, in exchange for a 49% membership interest in New BCS, free and clear of all liens, claims or encumbrances, except those set forth in the Operating Agreement, represented by 490 Units, and the Formation Payment and the Earnout Payments, if any, Old BCS agrees to contribute, sell, convey, transfer, assign and deliver to New BCS, and New BCS agrees to purchase from Old BCS and accept the contribution, conveyance, transfer, assignment and delivery from Old BCS, all of Old BCS’s right, title and interest in and to the Business and all of Old BCS’s assets, property and rights (the “Purchased and Contributed Assets”), including, but not limited to those items listed below (but excluding the Retained Assets, as defined below):
Initial Transactions. The Administrative Agent shall have received a certificate, dated the Second Restatement Date and signed by the chief executive officer or the chief financial officer of each of the Parent and the Borrower (i) confirming that each Initial Transaction has been consummated in accordance with the terms and conditions of the applicable Initial Transaction Documents, all of which shall be in form and substance reasonably satisfactory to the Credit Parties, and (ii) attaching a true, complete and correct copy of each Initial Transaction Document, which shall be in form and substance reasonably satisfactory to the Credit Parties.
