Option in Favor of Obligor Sample Clauses

Option in Favor of Obligor. If XX XX Holdings has delivered the Put Notice to Obligor, Obligor shall also be deemed to have an option to purchase from XX XX Holdings and the Facility Entities all, but not less than all, of the Facilities (which includes all of the Operating Facilities and the Development Facilities) then owned by XX XX Holdings and the Facility Entities on the same terms, conditions and purchase price set as set forth in Section 13 of the Management Agreements (Obligor's Option"), provided that Obligor exercises Obligor's Option by written notice and deposit given to XX XX Holdings not later than twenty (20) days after receipt of the Put Notice pursuant to Section 3.1(a) or 3.1(b), and not later than sixty (60) days after receipt of the Put Notice pursuant to Section 3.1(c), 3.1(d) or 3.1(e). Upon exercise of Obligor's Option pursuant to this Section, Obligor shall nonetheless remain obligated to deliver the full amount of the deposit set forth in Section 3.5 below, and shall additionally be obligated to deposit the amount set forth in Section 13.2 of the Management Agreements. Failure to give such notice and deposit within such twenty (20) day or sixty (60) day period shall automatically terminate Obligor's Option. Notwithstanding the Obligor's Option, the Put Notice shall remain effective until such time that Obligor exercises the Obligor's Option to purchase all the Facilities then owned by the XX XX Holdings and the Facility Entities and closes such purchase pursuant to Obligor's Option, except that the time period to close the purchase of the Put Facilities shall be extended until ten (10) days after the date on which Obligor's Option is required to close. The terms and conditions for such purchase and the closing thereof shall be pursuant to the provisions of Section 13 of the Management Agreements, which are incorporated herein by this reference. If Obligor fails to close the purchase pursuant to Obligor's Option, then Obligor shall forfeit its deposit made pursuant to Section 13.2 of the Management Agreements, and such amount shall not be credited against Obligor's continuing obligation to purchase the Put Facilities. Obligor's Option under this Section 3.2 following a Put Notice shall be subordinate to the rights of Emeritus under the Emeritus Purchase Options pursuant to Section 13 of the Management Agreements if Emeritus timely exercises and closes such purchase.
Sample 1
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Related to Option in Favor of Obligor

  • Further Assurances; Change in Name or Jurisdiction of Origination, etc The Servicer hereby authorizes and hereby agrees from time to time, at its own expense, promptly to execute (if necessary) and deliver all further instruments and documents, and to take all further actions, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or more fully evidence the security interest granted pursuant to this Agreement or any other Transaction Document, or to enable the Administrative Agent (on behalf of the Secured Parties) to exercise and enforce their respective rights and remedies under this Agreement or any other Transaction Document. Without limiting the foregoing, the Servicer hereby authorizes, and will, upon the request of the Administrative Agent, at the Servicer’s own expense, execute (if necessary) and file such financing statements or continuation statements, or amendments thereto, and such other instruments and documents, that may be necessary or desirable, or that the Administrative Agent may reasonably request, to perfect, protect or evidence any of the foregoing.

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • U.S. Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Real Property Holding Corporation The Company is not and has never been a U.S. real property holding corporation within the meaning of Section 897 of the Internal Revenue Code of 1986, as amended, and the Company shall so certify upon Purchaser’s request.

  • Additional Originators Additional Persons may be added as Originators hereunder, with the prior written consent of the Buyer, the Administrative Agent and each Lender (which consents may be granted or withheld in their sole discretion); provided that the following conditions are satisfied or waived in writing by the Administrative Agent and each Lender on or before the date of such addition:

  • Additional Domestic Subsidiaries Promptly notify the Administrative Agent of the creation or acquisition of any Subsidiary that is a Domestic Subsidiary (other than an Excluded Subsidiary) or if any Subsidiary is required to become a Guarantor pursuant to the financial tests set forth in the definition of “Immaterial Subsidiary” (including as a result of the aggregation tests set forth in such definition) and, within thirty (30) days after such creation, acquisition or qualification, as such time period may be extended by the Administrative Agent in its sole discretion, cause such Domestic Subsidiary to (i) become a Guarantor by delivering to the Administrative Agent a duly executed supplement to the Guaranty Agreement or such other document as the Administrative Agent shall deem appropriate for such purpose, (ii) grant a security interest in all Collateral (other than Excluded Assets) owned by such Domestic Subsidiary by delivering to the Collateral Agent a duly executed supplement to each applicable Security Document or such other document as the Collateral Agent shall deem appropriate for such purpose and comply with the terms of each applicable Security Document (provided that no actions shall be required in any non-U.S. jurisdiction in order to perfect the Collateral Agent’s security interests in any intellectual property), (iii) deliver to the Administrative Agent such opinions, documents and certificates referred to in Section 5.1 as may be reasonably requested by the Administrative Agent, (iv) if such Equity Interests are certificated, deliver to the Collateral Agent such original certificated Equity Interests or other certificates and stock or other transfer powers evidencing the Equity Interests of such Person, (v) deliver to the Administrative Agent such updated Schedules to the Loan Documents as requested by the Administrative Agent with respect to such Domestic Subsidiary, and (vi) deliver to the Administrative Agent such other documents as may be reasonably requested by the Administrative Agent, all in form, content and scope reasonably satisfactory to the Administrative Agent.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • Domestic Subsidiary Any Subsidiary of any Borrower which conducts substantially all of its business in the United States of America and that is organized under the laws of the United States of America and the States (or the District of Columbia) thereof.

  • PORTFOLIO HOLDINGS The Adviser will not disclose, in any manner whatsoever, any list of securities held by the Portfolio, except in accordance with the Portfolio’s portfolio holdings disclosure policy.

  • 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.

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