Replacement Facility. This Agreement, the other Finance Documents and any related notes, guarantees, collateral documents, instruments and agreements executed in connection therewith replace the €1,000,000,000 Loan and Note Issuance Agreement dated 27th July, 1999 between, amongst others, UPC Facility B.V., Telekabel Wien and UPC Norge A/S (formerly Xxxxx Multicom A/S) as borrowers and The Toronto-Dominion Bank as agent (the UPCF Facility Agreement) and any related notes, guarantees, collateral documents, instruments and agreements executed in connection with the UPCF Facility Agreement except as provided in this Agreement or otherwise.
Replacement Facility. Buyer and Seller agree that following the Closing, Buyer shall seek approval to construct, and shall then construct, a new hospital facility (the "REPLACEMENT FACILITY") to replace Seller's current hospital facility, in accordance with the terms of this Section 6.25:
(1) The Replacement Facility will meet the following specifications, subject to any modifications required in order to comply with any regulatory requirements:
(a) The campus of the Replacement Facility shall be located within the city limits of Picayune or within three (3) miles of said city limits. Buyer estimates that the campus for the Replacement Facility will be approximately fifteen (15) acres;
(b) The Replacement Facility will contain a minimum of 75 total beds, each a private room of approximately 225 square feet per room;
(c) The Replacement Facility will be equipped to provide substantially all of the medical services currently offered at the Hospital;
(d) The plans and specifications prepared by Buyer with respect to the Replacement Facility shall include an estimated cost to construct and equip the Replacement Facility (including land costs) of at least Eighteen Million and No/100 Dollars ($18,000,000.00).
(2) Within one hundred eighty (180) days of the Closing, Buyer shall apply to the Mississippi State Department of Health (the "DEPARTMENT") for a certificate of need ("CON") to build the Replacement Facility. If Buyer does not file the CON application for the Replacement Facility within one hundred eighty (180) days of Closing, Buyer shall pay to Seller One Thousand and No/100 Dollars ($1,000.00) per day for each day after said one hundred eighty (180) day period that the CON application is not filed. In the event that the CON for construction of the Replacement Facility is not granted to Buyer within one (1) year after the Closing, and the failure to obtain said CON is due to Buyer's failure to expeditiously respond to the Department's requests for information, then Buyer shall pay to Seller an additional penalty of One Thousand and No/100 Dollars ($1,000.00) per day for each day that Buyer's response to the Department has been delinquent. Within ninety (90) days of receipt of CON approval, Buyer shall purchase a performance bond or other
Replacement Facility. Section 5.2(b) Xxxxxxxx-Xxxxx Act......................................................... Section 3.5(d) Securities Act............................................................. Section 3.5(a) Series A Junior Participating Preferred Stock.............................. Section 3.2(a) Series B Convertible Participating Preferred Stock......................... Section 3.2(a) Staffing................................................................... Section 3.25
Replacement Facility. The facility provided by the Lender pursuant to this Agreement shall not have been replaced by a new master trust facility with the Lender on or before September 30, 2007.”
Replacement Facility. Any financing for Louisiana Pacific and/or its subsidiaries that the Administrative Agent shall reasonably determine to have replaced, amended and restated or modified the facility evidenced by the Bank Credit Agreement.
Replacement Facility. If Owner delivers a Replacement Facility Notice to Metabasis and as a result thereof the License terminates prior to 12:01 a.m. on January 2, 2010, then Owner shall offer (or cause an affiliate of Owner to offer) a license to Metabasis (the “Replacement Facility License”) to use a portion of another facility owned by Owner (or its affiliate) which shall be capable of accommodating not less than 7 persons solely for office use (the “Replacement Facility”). The proposed Replacement Facility and the fees and other charges (including any pass-through of operating expenses) applicable to the Replacement Facility License (the “Replacement Facility Fees”) shall be designated in the Replacement Facility Notice. Within 10 days after receipt of a Replacement Facility Notice, Metabasis shall deliver written notice to Owner either accepting or rejecting the Replacement Facility License. Metabasis’ failure to timely respond to a Replacement Facility Notice shall be deemed to be Metabasis’ rejection of the Replacement Facility License. If Metabasis rejects (or is deemed to have rejected) the Replacement Facility License, then (A) the License shall expire as of the date which is 30 days after the delivery of the Replacement Facility Notice and (B) Owner shall have no further obligation to provide Metabasis a Replacement Facility License.
Replacement Facility. At such time when the Consolidated Interest Coverage Ratio for the Test Period last ended equals or exceeds 1.8:1.0, JCC Holding and the Borrower shall use their commercially reasonable efforts (but in any event no earlier than the six-month anniversary of the Effective Date) to identify and obtain a working capital loan facility with a lender or lenders other than HET and its Affiliates to replace and refinance the Revolving Obligations and this Agreement, subject to the restrictions set forth in Section 5.15(b) of the Indenture. JCC Holding and Borrower agree to report to Lender from time to time (no less frequently than semi-annually) as to the status of their compliance with the foregoing provisions. Notwithstanding the foregoing, failure of JCC Holding or the Borrower to comply with the provisions of this Section 5.30 shall not constitute an Event of Default under Section 6. 63 69
Replacement Facility. At any time and from time to time, subject to the terms and conditions set forth herein, the Borrowers may, by notice to the Administrative Agent (whereupon the Administrative Agent shall promptly deliver a copy to each of the Relevant Facility Lenders), request to replace a Facility with a new revolving credit facility under this Agreement (a “Replacement Facility”); provided that (i) at the time of each such request and upon the effectiveness of each Replacement Facility Amendment, no Default or Event of Default has occurred and is continuing or shall result therefrom and (ii) the Administrative Agent has consented (such consent not to be unreasonably withheld, delayed or conditioned) in writing to the incurrence of such Replacement Facility. The amount of each Replacement Facility shall not exceed the amount of the Facility being replaced.
Replacement Facility. The City is under no obligation to locate or provide a replacement facility under any circumstances.
Replacement Facility. Following the execution of this Agreement, each of ICSL, CSL, CNS and Acquisition Sub shall use their commercially reasonable efforts to obtain the Replacement Facility.
