Illinois Properties Sample Clauses

Illinois Properties. If, as a result of the restrictions of either the Commercial Mobile Radio Service spectrum aggregation limits, as set forth in 47 C.F.R. ss. 20.6, or the Cellular Cross Ownership limits, as set forth in 47 C.F.R. ss. 22.942, the Closing cannot be consummated after all conditions to the Closing have been satisfied or waived in accordance with Article 10 hereof (other than any condition relating to either such limit (including without limitation requisite consents of the FCC) and any condition which by its terms is to be satisfied at or immediately prior to the Closing), then, at Buyer's written request stating that Buyer has a reasonable expectation that the condition relating to such limits will be satisfied no later than 30 days after the date of such request, the Closing hereunder shall be delayed until the date designated by Buyer (which date shall be no later than 30 days after the date of such request) and if on such subsequent date the Closing cannot be consummated as a result of a condition relating to either such limit, then the Illinois Properties shall be transferred to Holdings or one of its Affiliates on such date (subject to any regulatory notifications or regulatory approvals required in connection with such transfers), the Purchase Price payable hereunder shall be reduced by fifty million U.S. dollars ($50,000,000), and the Closing shall be consummated on such date immediately after the consummation of the transfer of the Illinois Properties. Subject in any event to the Purchase Price being reduced pursuant to the immediately preceding sentence, the parties hereto agree that any such transfers of the Illinois Properties may be implemented by the transferees purchasing the Illinois Properties prior to the Closing Date for cash consideration to be determined by Sellers. In connection with the transfer of the Illinois Properties to Holdings or one of its Affiliates Buyer agrees to, and shall cause its Affiliates to, (i) on and after the date of Buyer's written request delivered pursuant to this Section 7.06, reasonably cooperate with Sellers and Seller Guarantor in making, filing or obtaining any regulatory notifications or regulatory approvals required in connection with such transfers, (ii) extend the term of the Illinois Management Contract until the first anniversary of the Closing Date and (ii) consent to the assignment of the Illinois Management Contract from the Company to Seller Guarantor or one of its Affiliates.
View Source
Illinois Properties. The Borrowers shall, within one hundred-twenty (120) days subsequent to the date hereof, cause an Illinois Event to occur. If an Illinois Event has not occurred within one hundred-twenty (120) days subsequent to the date hereof, then upon such date (a) the Commitments of the Lenders shall be ratably and permanently reduced in the aggregate by the Illinois Amount, (b) the Loan Amount shall be permanently reduced by the Illinois Amount and (c) the Borrowers shall have no right to reborrow or receive an Advance by any Lender hereunder of the Illinois Amount. The failure of Borrowers to cause an Illinois Event to occur within one hundred-twenty (120) days subsequent to the date hereof shall not constitute a Default or Event of Default hereunder.
View Source

Related to Illinois Properties

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Oil and Gas Properties The Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Sections 9.16 and 9.

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (b) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted). (c) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01. (d) Operate the Borrowing Base Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (e) Cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

  • Real Property Interests (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to TxDOT indicating any right, title or interest in real property claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to TxDOT’s approval as part of its review of the Developer’s Utility Assembly as described in Paragraph 2. Claims approved by TxDOT as to rights or interests are referred to herein as “Existing Interests”. (b) If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Adjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer’s Project schedules. The Developer shall be responsible for its share (if any, as specified in Paragraph 6) of the actual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the Developer’s prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable Law. (c) The Developer shall pay its share only for a replacement in kind of an Existing Interest (e.g., in width and type), unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the Developer in the interest of overall Project economy. Any New Interest which is not the Developer’s cost responsibility pursuant to the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Developer shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the Developer shall reimburse the Owner for the Developer’s share of the Owner’s actual and reasonable acquisition costs in accordance with Paragraph 16(b) and subject to Paragraph 16(c); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the Developer shall compensate the Owner for the Developer’s share of the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation, if any, provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the Developer or TxDOT on account of such Existing Interest or New Interest(s). (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2.