Sources for Satisfaction of Property Owner's Indemnity Sample Clauses

Sources for Satisfaction of Property Owner's Indemnity. At the Closing, CBL/OP, Property Owner and the Other Mall Contributors shall establish with Escrow Agent at Closing a single escrow account (the "Indemnity Escrow Fund") for this Agreement and the Other Mall Contracts, into which $5,000,000 shall be deposited by the Property Owner and the Other Mall Contributors and held and administered by the Escrow Agent pursuant to the terms and conditions of the Indemnity Escrow Agreement as the initial source for CBL/OP's claims for indemnifications under this Agreement and under the Other Mall Contracts. The entire amount of the Indemnity Escrow Fund shall be available to satisfy claims under this Agreement or either of the Other Mall Contracts, without regard to what portion of such Indemnity Escrow Fund has been funded by Property Owner hereunder or by Other Mall Contributors. At any time prior to the "Expiration Date" specified in Section 7.3, CBL/OP shall be entitled to make a claim against the Indemnity Escrow Fund for Losses incurred by CBL/OP and for which it is entitled to be indemnified pursuant to Section 10.4.2 of this Agreement; provided however, with respect to the "Unlimited Claims" set forth in Section 10.6, CBL/OP's remedy shall not be limited to the amount of funds held of the Indemnity Escrow Fund, and CBL/OP may make a claim directly against any Property Owner for payment thereof. As of the Expiration Date, the funds remaining in the Indemnity Escrow Fund shall be disbursed in the manner described in the Indemnity Escrow Agreement, except to the extent that CBL/OP has made a claim hereunder which remains outstanding, in which case, the amount in excess of such claim shall be disbursed pursuant to the Indemnity Escrow Agreement, and the remaining amount, if any, shall be disbursed upon the resolution of such claim.
Sample 1
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Related to Sources for Satisfaction of Property Owner's Indemnity

  • Assumption and Satisfaction of Liabilities Except as otherwise specifically set forth in any Ancillary Agreement, from and after the Distribution Date:

  • Performance of Covenants and Satisfaction of Conditions To use its reasonable best efforts to do and perform all things required to be done or performed under this Agreement by the Company prior to each Closing Date and to satisfy all conditions precedent to the delivery of the Firm Stock and the Optional Stock.

  • CONDITIONS PRECEDENT TO SELLER'S PERFORMANCE The obligations of Seller to sell and transfer the Assets under this Agreement are subject to the satisfaction, at or before the Closing, of all the following conditions:

  • CONDITIONS PRECEDENT TO BUYER'S PERFORMANCE The obligations of the Buyer pursuant this Agreement are subject to the satisfaction, at any time following the date hereof, of all the conditions set out below. The Buyer may waive any or all of these conditions, in whole or in part, without prior notice; provided, however, that no such waiver of a condition shall constitute a waiver by the Buyer of any of its other rights or remedies, at law or in equity, if the Seller shall be in default of any of its representations, warranties, or covenants under this Agreement:

  • Evidence of Compliance with Conditions Precedent The Guarantor shall provide to the Guarantee Trustee such evidence of compliance with such conditions precedent, if any, provided for in this Guarantee Agreement that relate to any of the matters set forth in Section 314(c) of the Trust Indenture Act. Any certificate or opinion required to be given by an officer pursuant to Section 314(c)(1) may be given in the form of an Officers' Certificate.

  • Satisfaction of Liabilities The liquidators shall pay, satisfy or discharge from Company funds all of the debts, liabilities and obligations of the Company (including, without limitation, all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof;

  • Further Assurances and Post-Closing Conditions (a) Promptly upon reasonable request by the Administrative Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent may reasonably request from time to time in order to carry out more effectively the purposes of the Collateral Documents.

  • Conditions Precedent to Obligations of the Parties The obligations of each Party to effect the Closing and to consummate the transactions contemplated by this Agreement are subject to the satisfaction or waiver by such Party on or prior to the Closing Date of the following conditions:

  • Conditions Precedent to Each Party’s Obligations The respective obligations of each Party to consummate the transactions contemplated hereby will be subject to the satisfaction, at or prior to the Closing, of all of the following conditions, any one or more of which may be waived in writing at the option of the affected Party:

  • Further conditions precedent The Lenders will only be obliged to comply with Clause 5.4 (Lenders’ participation) if on the date of the Utilisation Request and on the proposed Utilisation Date:

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