Terms of the Sale and Leaseback Sample Clauses

Terms of the Sale and Leaseback. 6 Section 2.1 Sale...................................................................................... 6 Section 2.2 Closing................................................................................... 6 Section 2.3 Conveyance................................................................................ 6 Section 2.4 Prorations................................................................................ 7 Section 2.5 Costs..................................................................................... 8 Section 2.6 Reimbursement of Buyer's Transaction Costs................................................ 8 Section 2.7 Lease Commitment Fee...................................................................... 9 Section 2.8 Nature of Buyer's Interest................................................................ 9
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Terms of the Sale and Leaseback. Section 2.1 Acquisition Section 2.2 Closing
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Terms of the Sale and Leaseback. Acquisition . On the Closing Date, subject to the terms and conditions of this Agreement, Emeritus agrees to convey or cause to be conveyed to HCP or its designated Affiliate and HCP agrees to acquire or cause its designated Affiliate to acquire the Properties for a base purchase price equal to Eighty Three Million Five Hundred Thousand Dollars ($83,500,000.00) (the “Base Purchase Price”). Subject to the provisions of Section 2.10 below, the Base Purchase Price shall be paid by HCP in cash on the Closing Date, by wire transfer or other method acceptable to HCP and Emeritus. The Base Purchase Price shall be allocated among the Properties, and the Land, improvements, fixtures and Personal Property of such Properties as set forth on Schedule 2.1 attached hereto. The Earn-Out Amount shall be paid to Emeritus, if at all, pursuant to Section 2.8 below.
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Terms of the Sale and Leaseback 
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Related to Terms of the Sale and Leaseback

  • Sale and Leaseback The Borrower will not, and will not permit any of its Subsidiaries to, enter into any arrangement, directly or indirectly, whereby the Borrower or any Subsidiary of the Borrower shall sell or transfer any property owned by it in order then or thereafter to lease such property or lease other property that the Borrower or any Subsidiary of the Borrower intends to use for substantially the same purpose as the property being sold or transferred.

  • Sale and Leasebacks The Borrower will not enter into --------------------- any arrangement, directly or indirectly, with any Person whereby the Borrower shall sell or transfer any of its Property, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease such Property or any part thereof or other Property that the Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

  • Limitations on Sale and Leaseback Transactions The Issuer will not, and will not permit any Restricted Subsidiary to, directly or indirectly, enter into any Sale and Leaseback Transaction; provided that the Issuer or any Restricted Subsidiary may enter into a Sale and Leaseback Transaction if:

  • Restrictions on Sale and Leaseback Transactions The Company will not, and will not cause or permit any Guarantor to, enter into any Sale and Leaseback Transaction, unless:

  • Limitations on Sale and Lease-Back Transactions Enter into any arrangement with any Person providing for the leasing to the Company or any Restricted Subsidiary of any Important Property owned or hereafter acquired by the Company or such Restricted Subsidiary (except for temporary leases for a term, including any renewal thereof, of not more than three years and except for leases between the Company and a Restricted Subsidiary or between Restricted Subsidiaries), which Important Property has been or is to be sold or transferred by the Company or such Restricted Subsidiary to such Person (herein referred to as a “Sale and Lease-back Transaction”) unless the net proceeds of such sale are at least equal to the fair value (as determined by the Board of Directors of the Company or such Restricted Subsidiary, as applicable) of such property and either (a) the Company or such Restricted Subsidiary would be entitled, pursuant to the provisions of (1) subsection 6.2(a)(i) or (2) subsection 6.2(b), to incur Debt secured by a Mortgage on the Important Property to be leased without equally and ratably securing the Loans, or (b) the Company shall, and in any such case the Company covenants that it will, within 120 days of the effective date of any such arrangement, apply an amount equal to the fair value (as so determined) of such property to the reduction of the Commitments (to be accompanied by prepayment of the Loans in accordance with subsection 2.6 to the extent that the principal amount thereof outstanding prior to such prepayment would exceed the Commitments as so reduced) or to the payment or other retirement of funded debt for money borrowed, incurred or assumed by the Company which ranks senior to or pari passu with the Loans or of funded debt for money borrowed, incurred or assumed by any Restricted Subsidiary (other than, in either case, funded debt owned by the Company or any Restricted Subsidiary). For this purpose, funded debt means any Debt which by its terms matures at or is extendable or renewable at the sole option of the obligor without requiring the consent of the obligee to a date more than twelve months after the date of the creation of such Debt.

  • Limitations on Sales and Leasebacks Enter into any arrangement with any Person providing for the leasing by the Borrower of real or personal property which has been or is to be sold or transferred by the Borrower to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of the Borrower ("Sale and Leaseback Transactions").

  • Sales and Leasebacks Enter into any arrangement with any Person providing for the leasing by any Group Member of real or personal property that has been or is to be sold or transferred by such Group Member to such Person or to any other Person to whom funds have been or are to be advanced by such Person on the security of such property or rental obligations of such Group Member.

  • Limitations on Sale Leasebacks The Borrower will not, and will not permit any of the Restricted Subsidiaries to, enter into or effect any Sale Leasebacks, other than Permitted Sale Leasebacks.

  • Limitation on Sale and Leaseback Transactions The Company will not, and will not permit any of its Restricted Subsidiaries to, enter into any sale and leaseback transaction; provided that the Company or any Restricted Subsidiary may enter into a sale and leaseback transaction if:

  • Limitation on Sale and Lease-Back Transactions The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless:

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