New Property. With respect to any property acquired (including, without limitation, pursuant to a Division) after the Effective Date by any Borrower or any Subsidiary Guarantor (other than (i) any property described in paragraph (c) or (d) of this Section (which shall be governed by the terms thereof), (ii) any property subject to a Lien expressly permitted by Section 7.02(d), (e) or (f), (iii) property acquired by any Unrestricted Subsidiary, Excluded Foreign Subsidiary or Immaterial Subsidiary and (iv) any real property (including leased real property)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Borrower will, and will cause each of its Restricted Subsidiaries to, promptly, (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (B) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent.
New Property. Promptly after the acquisition by the Borrower or any of its Subsidiaries of any Property which when combined with all other Property acquired in the same transaction or series of transactions is Material, (a) the Borrower will, or will cause the Subsidiary which acquired such Property to, execute and deliver to Agent for the ratable benefit of the Secured Parties (i) a Mortgage, Security Agreement, or any other Security Documents granting a Lien in such Property to the Collateral Agent to secure the Secured Obligations and (ii) such evidence of corporate authority to enter into such Mortgage, Security Agreement, or other Security Documents as the Agent may reasonably request, and (b) the Borrower authorizes the filing of UCC financing statements or any other filings or recordings, and agrees to deliver to Collateral Agent any documents or other items, reasonably necessary to create an Acceptable Security Interest in such Property.
New Property. With respect to any Hydrocarbon Interests acquired or owned after the Closing Date by any Borrower or any of its Subsidiaries (including, without limitation, any Eligible Contract, any receivables payable under such Eligible Contract, any property insurance policy and any proceeds payable thereunder) as to which the Collateral Agent does not have a Security Interest and in respect of which such Borrower or such Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent, such Borrower or such Subsidiary shall promptly notify the Collateral Agent in writing thereof, and if requested by the Collateral Agent:
(i) execute and deliver to the Collateral Agent such additional Security Documents and/or amendments to the Security Documents or such other documents (including a certified English language translation, to the extent such documents are not in the English language) as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, a Security Interest in such Hydrocarbon Interests;
(ii) take all actions necessary or reasonably requested by the Collateral Agent, to grant in favor of the Collateral Agent a Security Interest in such Hydrocarbon Interests; and
(iii) deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
New Property. Within 30 days after the Borrower or any other Consolidated Company acquires real property or enters into a long-term lease for real property, the Borrower will, and will cause each of the other Consolidated Companies to, notify the Administrative Agent of such new real property or lease and shall provide the Administrative Agent with copies of any and all related purchase agreements, leases and other documentation evidencing such new real property or lease; and
New Property. With respect to any Hydrocarbon Interests, any Eligible Contract, any receivables payable under any Eligible Contract, any insurance policy and any proceeds payable thereunder and any Collection Account, in each case, acquired or owned after the Closing Date by any Borrower or any of its Subsidiaries and as to which the Collateral Agent does not have a Security Interest and in respect of which such Borrower or such Subsidiary is legally entitled to grant a Security Interest to the Collateral Agent, such Borrower or such Subsidiary shall promptly notify the Collateral Agent in writing thereof, and if requested by the Collateral Agent:
(i) execute and deliver to the Collateral Agent such additional Security Documents and/or amendments to the Security Documents or such other documents (including a certified English language translation, to the extent such documents are not in the English language) as the Collateral Agent deems necessary or advisable to grant to the Collateral Agent, a Security Interest in respect thereof;
(ii) take all actions necessary or reasonably requested by the Collateral Agent, to grant in favor of the Collateral Agent a Security Interest in respect thereof and in the case of insurance policies, to include provisions naming the Collateral Agent as the sole loss payee (in the case of each property damage insurance policy) and the Lenders as additional insureds (in the case of each liability insurance policy)
(iii) deliver to the Collateral Agent customary legal opinions relating to the matters described above, which opinions shall be in form and substance, and from counsel, reasonably satisfactory to the Collateral Agent.
New Property. In the event that the Indemnity Shares are the subject of a corporate transaction, such as a merger, reorganization, consolidation, recapitalization, stock split or stock dividend, or acquisition of Gusana through the purchase of its outstanding capital stock, the consideration to be received by the Stockholder in exchange for the Indemnity Shares shall be paid directly to Gusana or its successor and shall thereafter constitute the Indemnity Fund and the Indemnity Shares shall be exchanged for such consideration in accordance with the terms of the transaction or occurrence. Gusana shall have full right to exchange the Indemnity Shares in the Indemnity Fund for such consideration. TERMINATION, AMENDMENT AND WAIVER This Agreement may be terminated at any time prior to the Closing Date: by mutual consent of the Stockholder, Guru and Gusana; unilaterally by Guru and the Stockholder if neither of them is in breach of any material agreement, covenant or representation contained in this Agreement and Gusana fails to perform or breaches any material agreement, covenant or representation in this Agreement, and does not cure the failure in all material respects within fifteen (15) business days after the terminating party delivers written notice of the alleged failure or if any condition to the obligations of that party is not satisfied (other than by reason of a breach by that party of its obligations hereunder), and it reasonably appears that the condition cannot be satisfied prior to September 30, 2003; unilaterally by Gusana if Gusana is not in breach of any material agreement, covenants or representation contained in this Agreement and Guru or the Stockholder fails to perform or breaches any material agreement, covenant or representation in this Agreement, and does not cure the failure in all material respects within fifteen (15) business days after the terminating party delivers written notice of the alleged failure or if any condition to the obligations of that party is not satisfied (other than by reason of a breach by that party of its obligations hereunder), and it reasonably appears that the condition cannot be satisfied prior to September 30, 2003; or by either party if any material adverse effect has occurred with respect to the other party.
New Property. In the event that the Indemnity Shares are the subject of a corporate transaction, such as a merger, reorganization, consolidation, recapitalization, stock split or stock dividend, or acquisition of VDOT through the purchase of its outstanding capital stock, the consideration to be received by the respective Healthtrac Stockholders in exchange for their respective Indemnity Shares shall be paid directly to VDOT or its successor and shall thereafter constitute the Indemnity Fund and such Indemnity Shares shall be exchanged for such consideration in accordance with the terms of the transaction or occurrence. VDOT shall have full right to exchange the Indemnity Shares in the Indemnity Fund for such consideration. Such consideration shall be valued that the value of the Indemnity Shares exchanged therefor.
New Property. With respect to any property acquired after the Effective Date by any Group Member (other than (i) any property described in paragraph (c) or (d) of this Section, (ii) any property subject to a Lien expressly permitted by Section 7.02(d), (e) or (f), (iii) property acquired by any Excluded Foreign Subsidiary or Immaterial Subsidiary and (iv) real property (including leased real property)) as to which the Administrative Agent, for the benefit of the Secured Parties, does not have a perfected Lien, the Borrower will, and will cause each of its Subsidiaries to, promptly, (A) execute and deliver to the Administrative Agent such amendments to the Guarantee and Collateral Agreement or such other documents as the Administrative Agent reasonably deems necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a security interest in such property and (B) take all actions reasonably necessary to grant to the Administrative Agent, for the benefit of the Secured Parties, a perfected first priority security interest in such property (subject to Permitted Liens), including the filing of Uniform Commercial Code financing statements in such jurisdictions as may be reasonably required by the Guarantee and Collateral Agreement or by law or as reasonably may be requested by the Administrative Agent.
New Property. (A) The costs of acquisition and construction of New Property shall be borne equally by The Herald Company and The Pulitzer Publishing Company and title to New Property shall be held jointly by The Herald Company and The Pulitzer Publishing Company. Notwithstanding any other provision of this agreement, all credits, depreciation, gains and losses in connection with the acquisition, construction, ownership and disposition of New Property shall be for the individual account of each party. "New Property" shall not include, however, (i) building equipment and fixtures for the plants owned by The Pulitzer Publishing Company, (ii) alterations and repairs to the plants (including building equipment and fixtures) and major items of equipment owned by The Pulitzer Publishing Company, and (iii) any building, item of equipment or other property (including land) the full cost of which The Pulitzer Publishing Company elects to pay pursuant to subparagraph (B) below. The costs of acquisition and construction of any new building, item of equipment or other property (including land) which does not constitute New Property shall be treated in the same manner as any present building, item of equipment or other property (including land) which The Pulitzer Publishing Company acquired for use in connection with the printing and production of the Newspapers.
New Property. In the event that the Indemnity Shares are the subject of a corporate transaction, such as a merger, reorganization, consolidation, recapitalization, stock split or stock dividend, or acquisition of the Purchaser through the purchase of its outstanding capital stock, the consideration to be received by the respective Pledgor in exchange for his or her respective Indemnity Shares shall be paid directly to the Purchaser or its successor and shall thereafter constitute the Indemnity Fund and such Indemnity Shares shall be exchanged for such consideration in accordance with the terms of the transaction or occurrence. The Purchaser shall have full right to exchange the Indemnity Shares in the Indemnity Fund for such consideration. Such consideration shall be valued at the value of the Indemnity Shares exchanged therefor.
