Examples of Maintenance Reserves in a sentence
Notwithstanding such stated intent, if and to the extent that the Maintenance Reserves or any part thereof, under any applicable Law or otherwise, are determined to be security deposits or otherwise the property of Lessee or if it is so determined those monies are a debt owed to Lessee or that Lessee shall have any interest in those monies, Lessee and Lessor agree that subclauses (i) and (ii) below shall apply.
There are no liens for Taxes upon the Purchased Assets or the Maintenance Reserves except for liens arising as a matter of law for Taxes not yet due and payable and liens for Taxes that are being contested in good faith, in each case, for which adequate reserves have been provided in the Books and Records in accordance with GAAP.
At the time of the Closing, and in addition to the payment of the Purchase Price, Purchaser shall pay or cause to be paid to Sellers an amount in cash equal to the aggregate amount of the Maintenance Reserves as of the Closing Date.
Upon payment of such amount to Sellers, (i) ownership of the Maintenance Reserves shall automatically transfer from Sellers to Purchaser or its designee, in each case free and clear of Encumbrances other than Permitted Encumbrances, and (ii) Purchaser shall assume all of Sellers’ obligations under the LILO Contracts to maintain the Maintenance Reserves as provided herein and therein.
The cash balance of the Maintenance Reserves is, as of the date set forth on Schedule 1.4, the amount set forth on such Schedule 1.4, and such amount is not less than the amount required to be maintained as of such date in accordance with the terms of the LILO Contracts.