Repurchase of Existing Hospital Facility by Tenant Sample Clauses

Repurchase of Existing Hospital Facility by Tenant. If Tenant has not completed the Compliance Work to Landlord’s reasonable satisfaction by the applicable Determination Date and has not, prior to such time, irrevocably elected either (i) to complete a Substitution Transaction pursuant to A above or (ii) to construct a Replacement Hospital pursuant to B above, then either Landlord or Tenant by written notice to the other party (herein a “Property Transfer Notice”) given within thirty (30) days of the Determination Date, may elect to cause the Landlord to sell the Property and Existing Facility to the Tenant or the Tenant to repurchase the Property and the Existing Facility from the Landlord, as the case may be. In either case, the Property and the Existing Facility shall be transferred by the Landlord to the Tenant within one hundred twenty days (120) days of the giving of the Property Transfer Notice for consideration to be paid by the Tenant to the Landlord (herein the “Property Transfer Consideration”) as described below. The Property Transfer Consideration shall be the greater of (i) the Landlord’s original Investment Amount less Four Million and No/100 Dollars ($4,000,000.00) plus such amount as will be necessary to pay and discharge all obligations owed under that certain Term Loan and Security Agreement pertaining to a Term Loan in the original principal amount of Ten Million and No/100 Dollars ($10,000,000.00) made by Landlord to certain Affiliates of Tenant and secured by a mortgage encumbering Vibra Hospital of Western Massachusetts located at 0000 Xxxxx Xxxxxx, Xxxxxxxxxxx, Xxxxxxxxxxxxx 00000 or (ii) the then fair market value of the Property and Existing Facility (“FMV”). In such event, Landlord shall reconvey the Property and the Existing Hospital Facility to the Tenant or its designee without any representation or warranty, whether express or implied, of any type. Tenant shall be responsible for all Landlord’s costs incurred in connection with such re-conveyance, including, but not limited to, reasonable attorneys fees, all transfer and recording taxes and fees. Title to the Property and the Existing Hospital Facility to be reconveyed to the Tenant or its designee, as applicable, shall be the same as on the date upon which Landlord originally took title to the Property and the Existing Hospital Facility, except fort such easements, restrictions or other title matters allowed to be created and/or to exist under the Existing Facility Lease or as may otherwise have been mutually agreed upon by L...
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Related to Repurchase of Existing Hospital Facility by Tenant

  • Termination of Existing Credit Facility The Administrative Agent shall have received satisfactory evidence that the Existing Credit Agreement shall have been terminated, all commitments thereunder shall have been terminated and all amounts owing thereunder shall have been paid in full (the “Refinancing”).

  • Termination of Existing Credit Agreement Receipt by the Administrative Agent of evidence that the Existing Credit Agreement concurrently with the Closing Date is being terminated and all Liens securing obligations under the Existing Credit Agreement concurrently with the Closing Date are being released.

  • Termination of Existing Agreement The Existing Agreement is hereby terminated and replaced and superseded by this Agreement, effective August 1, 2001. All payments, of Base Salary or otherwise, made by the Company under the Existing Agreement with respect to any period commencing on or after August 1, 2001 shall be credited against the corresponding payment obligations of the Company under this Agreement.

  • Termination of Existing Agreements Any previous employment agreement between Executive on the one hand and Employer or any of Employer’s Affiliates (as hereinafter defined) on the other hand is hereby terminated.

  • Termination of Existing Credit Agreements The Company and each of the Banks that is also a "Bank" party to the Existing Credit Agreements agrees that the "Commitments" as defined in the Existing Credit Agreements shall be terminated in their entirety on the Effective Date. Each of such Banks waives (a) any requirement of notice of such termination pursuant to Section 2.09 of the Existing Credit Agreements and (b) any claim to any facility fees or other fees under the Existing Credit Agreements for any day on or after the Effective Date. Each of the Company and the Borrower (i) represents and warrants that (x) after giving effect to the preceding sentences of this Section 10.07, the commitments under the Existing Credit Agreements will be terminated effective not later than the Effective Date, (y) no loans are, as of the date hereof, or will be, as of the Effective Date, outstanding under the Existing Credit Agreements and (ii) covenants that all accrued and unpaid facility fees and any other amounts due and payable under the Existing Credit Agreements shall have been paid on or prior to the Effective Date.

  • Amendment of Existing Warrant Agreement The Company and the Warrant Agent hereby amend the Existing Warrant Agreement as provided in this Section 2, effective as of the Merger Effective Time, and acknowledge and agree that the amendments to the Existing Warrant Agreement set forth in this Section 2 are necessary or desirable and that such amendments do not adversely affect the interests of the registered holders:

  • Ratification of Existing Agreements All of the Borrower's obligations and liabilities to the Creditors as evidenced by or otherwise arising under the Credit Agreement, the Notes and the other Credit Documents, are, by the Borrower's execution of this Agreement, ratified and confirmed in all respects. In addition, by the Borrower's execution of this Agreement, the Borrower represents and warrants that it does not have any counterclaim, right of set-off or defense of any kind with respect to such obligations and liabilities.

  • Amendment and Restatement of Existing Credit Agreement Upon the execution and delivery of this Agreement, the Existing Credit Agreement shall be amended and restated to read in its entirety as set forth herein. With effect from and including the Effective Date, (i) the Commitments of each Lender party hereto shall be as set forth on Appendix A (and (a) to the extent that such Lender constitutes a lender under the Existing Credit Agreement (a “Consenting Lender”), such Consenting Lender’s commitment thereunder shall be terminated and replaced with its respective Commitment hereunder and (b) any lender under the Existing Credit Agreement that is not listed on Appendix A shall cease to be a Lender hereunder and its commitment thereunder shall be terminated; provided that, for the avoidance of doubt, such lender under the Existing Credit Agreement shall continue to be entitled to the benefits of Section 9.03 of the Existing Credit Agreement), (ii) all accrued and unpaid interest and fees and other amounts owing under the Existing Credit Agreement shall have been paid by the Borrower under the Existing Credit Agreement, whether or not such interest, fees or other amounts would otherwise be due and payable at such time pursuant to the Existing Credit Agreement, (iii) the Commitment Ratio of the Consenting Lenders shall be redetermined based on the Commitments set forth in the Appendix A and the participations of the Consenting Lenders in, and the obligations of the Consenting Lenders in respect of, any Letters of Credit or Swingline Loans outstanding on the Effective Date shall be reallocated to reflect such redetermined Commitment Ratio and (iv) each JLA Issuing Bank shall have the Fronting Sublimit set forth in Appendix B. Section 9.18

  • Waiver of Existing Defaults Holders of not less than a majority in aggregate principal amount of the then outstanding Notes of any series by notice to the Trustee may on behalf of the Holders of all of the Notes of such series waive any existing Default or Event of Default and its consequences hereunder, except a continuing Default or Event of Default in the payment of the principal of, premium, if any, or interest on, the Notes of such series (including in connection with an offer to purchase) (provided, however, that the Holders of a majority in aggregate principal amount of the then outstanding Notes of such series may rescind an acceleration and its consequences, including any related payment default that resulted from such acceleration). Upon any such waiver, such Default shall cease to exist, and any Event of Default arising therefrom shall be deemed to have been cured for every purpose of this Indenture; but no such waiver shall extend to any subsequent or other Default or impair any right consequent thereon.

  • Amendment to Existing Credit Agreement Subject to the occurrence of the Second Amendment Effective Date (as hereinafter defined), the Existing Credit Agreement is amended in accordance with this Article II.

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