New York Matters Sample Clauses

New York Matters. With respect to any Real Property located within the State of New York, prior to the Closing, Parent shall, and shall cause the applicable Selling Subsidiaries to (at Buyers’ sole cost and expense), use Reasonable Efforts to cause any existing mortgages (or a portion thereof) encumbering such Real Property to be assigned to any of Buyers’ mortgage lenders (it being agreed and understood that obtaining such assignment shall not, under any circumstances, constitute a condition to the obligations of any Party to cause the Closing to occur pursuant to Article VII).
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New York Matters. With respect to the TARGET’s (or its Subsidiaries’) operations in New York, including Tender Loving Care Health Care Services of Erie Niagara, LLC, Tender Loving Care Health Care Services of Nassau Suffolk, LLC, Tender Loving Care Health Care Services of Western New York, LLC, and Tender Loving Care Health Care Services of Long Island, LLC (collectively the “New York Operations”), the Parties shall work cooperatively (i) to seek approval (the “Approval”) from the New York Department of Health (the “New York DOH”) of a change of ownership to the Buyer Company after the Closing, and (ii) to establish a mechanism, that is acceptable to the Buyer Company and the New York DOH, for the operation of the New York Operations post-Closing and before the Approval is granted or, alternatively, until divestiture of the New York Operations is accomplished if the Approval is denied, such mechanism to be set forth in documents to be executed by the Buyer Company and appropriate representatives and Affiliates of TARGET prior to the Closing. The Sellers shall cooperate reasonably to assure compliance with such mechanism. In no case, shall this covenant require the Parties to take any action contrary to the regulatory requirements of the State of New York.
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Related to New York Matters

  • UCC Matters Such Seller shall not change its state of organization or incorporation or its name, identity or corporate structure such that any financing statement filed to perfect the Purchaser’s interests under this Agreement would become seriously misleading, unless such Seller shall have given the Purchaser not less than thirty (30) days’ prior written notice of such change.

  • PNC Bank, National Association PNC Bank, National Association, by execution hereof by its division, Midland Loan Services, a Division of PNC Bank, National Association, acknowledges and agrees that this Agreement is binding upon and enforceable against PNC Bank, National Association to the full extent of the obligations set forth herein with respect to Midland Loan Services, a Division of PNC Bank, National Association.

  • Company Counsel Matters i. On the Closing Date, the Placement Agent shall have received the favorable opinion of Hxxxxx and Bxxxx, LLP, outside counsel for the Company counsel to the Company, dated the Closing Date and addressed to the Placement Agent, substantially in form and substance reasonably satisfactory to the Placement Agent.

  • Corporate Matters Notwithstanding any other provision of this Section 12.6 and any provision of law, the Club Trustee shall not do any of the following:

  • Wachovia Bank, N A., a national banking association and its successors and any corporation resulting from or surviving any consolidation or merger to which it or its successors may be a party, and any successor trustee at the time serving as successor trustee hereunder, appointed as herein provided.

  • JPMORGAN CHASE BANK, N A, whose principal place of business in England is at 000 Xxxxxx Xxxx, Xxxxxx XX0X 0XX (the “Custodian”); and

  • Agreements with Foreign Banking Institutions Each agreement with a foreign banking institution shall be substantially in the form set forth in Exhibit 1 hereto and shall provide that: (a) the assets of each Portfolio will not be subject to any right, charge, security interest, lien or claim of any kind in favor of the foreign banking institution or its creditors or agent, except a claim of payment for their safe custody or administration; (b) beneficial ownership for the assets of each Portfolio will be freely transferable without the payment of money or value other than for custody or administration; (c) adequate records will be maintained identifying the assets as belonging to each applicable Portfolio; (d) officers of or auditors employed by, or other representatives of the Custodian, including to the extent permitted under applicable law the independent public accountants for the Fund, will be given access to the books and records of the foreign banking institution relating to its actions under its agreement with the Custodian; and (e) assets of the Portfolios held by the foreign sub-custodian will be subject only to the instructions of the Custodian or its agents.

  • Insurance Matters Loan Trustee shall have received an insurance report of an independent insurance broker and the related certificates of insurance, each in form and substance reasonably satisfactory to Loan Trustee, as to the compliance with the terms of Section 7.06 of the Indenture relating to insurance with respect to the Aircraft.

  • Opinions of Local Counsel An opinion of counsel (which counsel shall be reasonably satisfactory to Administrative Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Closing Date Mortgages to be recorded in such state and such other matters as Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Administrative Agent;

  • Opinions of Counsel to Loan Parties Lenders shall have received executed copies of one or more favorable written opinions of (i) Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP, counsel for Loan Parties and (ii) general counsel to Company, each dated as of the Closing Date and reasonably satisfactory to Administrative Agent and as to such matters as Administrative Agent acting on behalf of Lenders may reasonably request (this Agreement constituting a written request by Company to such counsel to deliver such opinions to Lenders).

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