Lessee Financing Sample Clauses

Lessee Financing. Lessor acknowledges and agrees that, notwithstanding ---------------- anything to the contrary contained in this Agreement: (a) interest of Lessee in and to this Agreement, including, without limitation, the right to occupy the Premises pursuant to the terms hereof, to Lessee's lender or lenders and any successors and assigns or any refinancing or replacement lender (hereinafter collectively called "Lenders") in connection with certain debt ------- financing to Lessee or to any of its affiliates or successors as security for such debt financing. (b) Lender shall be permitted to foreclose upon any such Lien (or accept an assignment in lieu of foreclosure) and transfer and assign all right, title and interest of Lessee in and to this Agreement pursuant to or subsequent to such foreclosure and, in the event of any such foreclosure, transfer or assignment, and provided Lender or its successor-in-interest expressly assumes in writing and agrees to perform each of Lessee's covenants, duties and obligations which will arise and accrue from and after the date of such foreclosure, transfer or assignment, Lessor agrees that it will recognize Lender or its successor-in-interest as the successor-in-interest to Lessee under this Agreement as if Lender or its successor-in-interest (as applicable) were Lessee under this Agreement. (c) Lessor agrees and acknowledges that for so long as this Agreement shall be in effect, Lessee (or the holder of Lessee's interest in this Agreement shall own any and all improvements, buildings, structures and equipment on or about the Premises, and Lessor waives any lien rights it may have concerning Lessee's Facilities which are deemed personal property and not fixtures, and Lessee has the right to remove the same at any time without Lessor's consent. (d) Lessor acknowledges that Lessee may enter into a financing arrangement including promissory notes, financial and security agreements, operating or financial lease agreements, for the financing of Lessee's Facilities ('Collateral') with a third party (and it may enter into other such arrangements with other entities). Lessor (i) consents to the installation of the Collateral; (ii) disclaims any interest in the Collateral and (iii) agrees that the Collateral shall be exempt from execution, foreclosure, sale, levy, attachment, or distress for any Rent due or to become due and that such Collateral may be removed at any time without recourse or legal proceedings. (e) All terms and provisions o...
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Lessee Financing. Lessor hereby waives any contractual, statutory or other Lessor’s lien on Lessee’s property or on the Lessee’s interest created by this Lease. In no event shall Lessee grant or assign any mortgage or other security interest in Lessee’s interest in this Lease.
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Lessee Financing. LESSEE shall have the right, at any time and from time to time, in addition to any other rights herein granted and without any requirement to obtain LESSOR’s consent, to encumber any or all of the improvements and LESSEE’s leasehold interest hereunder. LESSOR acknowledges that so long as any leasehold mortgage shall remain unsatisfied of record or until written notice of satisfaction is given by the leasehold lender to LESSOR, the following provisions shall apply in respect of such leasehold lender notwithstanding any other provisions of this Lease to the contrary: 19.1 There shall be no voluntary cancellation, termination, surrender, acceptance of surrender, material amendment or modification of this Lease by joint action of LESSOR and LESSEE, nor shall LESSOR recognize any such action by LESSEE alone, without in each case the prior consent in writing of any leasehold lender. Nor shall any merger result from the acquisition by, or devolution upon, any person or entity of both the fee estate in the Leased Premises and the leasehold estate created by this Lease. Any attempted voluntary cancellation, termination, surrender, amendment, modification or merger of this Lease without the prior written consent of all leasehold lenders shall be of no force or effect. Notwithstanding the foregoing, nothing in this Section 19.1 shall prohibit, stay or delay LESSOR’S rights under this Lease in the event of default by LESSEE. 19.2 Each leasehold lender shall be given notice of any arbitration or action, suit or other proceeding or dispute between the parties and shall have the right to intervene therein and be made a party thereto if LESSEE fails to do so. In any event, each leasehold lender shall receive notice, and a copy, of any award, decision or judgment rendered in such arbitration, action, suit or other proceeding. 19.3 If there is a condemnation or taking by eminent domain in respect of the Premises, any award or payment which are to be paid to LESSEE shall be paid instead to the leasehold lenders in accordance with the priority of their liens. If a condemnation or taking by eminent domain results in a termination of this Lease, LESSEE’s portion of the award or payment shall be paid to the leasehold lenders in accordance with the priority of their liens and the provisions of their respective leasehold mortgages. 19.4 No payment made to LESSOR by any leasehold lender shall constitute agreement that such payment was, in fact, due under the terms of this Lease; an...
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Lessee Financing. Lessee shall have the absolute right from time to ---------------- time during the term hereof (or any extension hereof) and without Lessor's further approval, written or otherwise, to grant and assign a mortgage or other security interest in Lessee's property to Lessee's lenders in connection with any Lessee financing arrangements. Lessor agrees to execute such confirmation, certificates and other documents (except amendments to this Lease unless Lessor hereafter consents) as Lessee's lenders may reasonably request in connection with any such financing.
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Lessee Financing. Lessee shall have the right at any time and from time-to-time during the Term hereof and during any Extended Term to mortgage, encumber, or hypothecate the leasehold estate of Lessee created hereby and all right, title and interest of Lessee therein. In the event that Lessee, pursuant to a mortgage, deed of trust, or other instrument, mortgages or otherwise encumbers, conveys, or transfers an interest in the leasehold estate of Lessee created hereby, the mortgagee or other secured party or pledgee (the "Mortgagee") shall in no event become liable to perform the obligations of the Lessee under this Agreement unless and until said Mortgagee becomes the owner of the leasehold estate pursuant to foreclosure, assignment in lieu of foreclosure, or otherwise; and thereafter, said Mortgagee shall remain liable for such obligations only so long as such Mortgagee remains the owner of the leasehold estate. Any purchase money, mortgage or deed of trust delivered in connection with any assignment of this Agreement by such a leasehold Mortgagee shall be entitled to the benefit of all of the provisions of this Agreement with respect to a leasehold mortgage. If any Mortgagee requests any changes in this Agreement as a condition to funding any loan to Lessee, Board agrees to cooperate in amending this Agreement so long as the changes
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Lessee Financing. Lessee warrants and represents that Lessee shall secure sufficient financial resources to pay for the construction and completion of the Facilities. Prior to Commencement of Construction, Lessee shall provide to Lessor a letter from its primary lender regarding the financing of the cost of construction of the Facilities. Xxxxxx understands and acknowledges that Xxxxxx's agreement to execute this Lease has been in reliance upon the representation made in this Section 12.03.
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Lessee Financing. Lessor acknowledges that Lessee shall have the right from time to time during the Lease Term and without Lessor's further approval, written or otherwise, to grant a security interest in Lessee's personal property and equipment (including the Personalty) to Lessee's institutional lenders in connection with Lessee's financing arrangements. In connection with any such financing, Lessor agrees to execute such confirmations, subordinations and other documents (except amendments to this Lease unless Lessor hereafter consents) as Lessee's lenders may reasonably request and in form and substance acceptable to Lessor.
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Lessee Financing. No later than April 23, 2011, Lessee shall provide to the Parks Finance Director, for his/her review and approval (which approval shall not be unreasonably withheld, conditioned or delayed), reasonable evidence that it has funding committed to complete all Building alterations necessary to obtain a certificate of occupancy (“Funding”). If Lessee fails to provide reasonable evidence it has secured adequate Funding by this date, the City may terminate this Lease upon thirty (30) days written notice to Lessee and the parties shall have no further rights or obligations under this Lease. Notwithstanding the foregoing, in the event that Lessee obtains such Funding within the thirty (30) day period, this Lease shall continue in full force and effect. The City shall be deemed to have approved the Funding unless it rejects the Funding in writing within thirty (30) days of Lessee’s request for approval.
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Lessee Financing 
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Related to Lessee Financing

  • Future Financings The Company agrees that neither it, nor any successor or subsidiary of the Company, will consummate any public or private equity or debt financing prior to the consummation of a Business Combination, unless all investors in such financing expressly waive, in writing, any rights in or claims against the Trust Account.

  • Financing Parent and Merger Sub have delivered to the Company a true and complete copy of the debt commitment letter, dated as of January 21, 2011, from Macquarie Capital (USA) Inc. and MIHI LLC (the “Debt Financing Commitment”), regarding the amounts set forth therein for the purposes of financing the Merger and the other transactions contemplated by this Agreement and related fees and expenses (the “Debt Financing”). Parent and Merger Sub have delivered a true and complete copy of the equity commitment letter, dated as of the date of this Agreement, from the MidOcean Partners III, L.P. and its affiliated investment funds (the “Equity Financing Commitment” and together with the Debt Financing Commitment, the “Financing Commitments”), regarding the proposed equity investments set forth therein (the “Equity Financing” and together with the Debt Financing, the “Financing”). The Financing Commitments, in the forms so delivered, are in full force and effect and are legal, valid and binding obligations of Parent and Merger Sub and, to the Knowledge of Parent, the other parties thereto. The Financing Commitments have not been amended or modified prior to the date of this Agreement, no such amendment or modification is contemplated, and the commitment contained in the Financing Commitments have not been withdrawn or rescinded in any respect. As of the date of this Agreement, no event has occurred which, with or without notice, lapse of time or both, would constitute a default or breach on the part of Parent or Merger Sub or, to the Knowledge of Parent, any other party thereto under any term or condition of the Financing Commitments; provided that Parent is not making any representation or warranty regarding the effect of any inaccuracy of the representations and warranties in Article IV. There are no conditions precedent or other contingencies related to the funding of the full amount of the Financing other than as expressly set forth in the Financing Commitments. Parent has fully paid, or will fully pay when due, any and all commitment and other fees required to be paid in connection with the Financing Commitments. Assuming (i) the accuracy of Section 4.03 (except to a de minimis extent), (ii) the accuracy of all other representations and warranties set forth in Article IV in all material respects and (iii) the performance by the Company in all material respects of its obligations under Section 6.01, and that the Financing Commitments are fully funded, including the funding in full of the term loan in the amount of $410,000,000 under the Debt Financing, the net proceeds of the Financing, together with the unrestricted cash or cash equivalents available to the Company, will be sufficient for the Parent and Merger Sub to pay the aggregate Merger Consideration and to pay all of the fees and expenses relating to the consummation of the Merger and the other transactions contemplated hereby. As of the date of this Agreement, Parent has no reason to believe that it will be unable to satisfy on a timely basis any term or condition of closing to be satisfied by it contained in the Financing Commitments; provided that Parent is not making any representation regarding the accuracy of the representations and warranties set forth in Article IV, or compliance by the Company of its obligations hereunder.

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