Maintenance of Customer Sandwich Leases Sample Clauses

Maintenance of Customer Sandwich Leases. Following the Closing, provided that the other parties to each Customer Sandwich Lease are not in default thereunder, the Seller Companies (which, for the limited purposes of this Section 8.7, shall be deemed to include Sunrise Properties, Inc., a wholly-owned subsidiary of Seller) shall comply with all terms and conditions of such Customer Sandwich Lease, and not commit any act or omit to do any act which would cause a material breach of such Customer Sandwich Lease (and the Seller Companies shall provide Purchaser prompt notice of any such material breach declared to a Seller Company by a counterparty to any such agreement). Prior to (i) terminating (whether through a failure to renew the then current term, negotiating a buy-out or release from the counterparty, declaring a default or breach under the lease document or otherwise), (ii) assigning, licensing, subleasing or otherwise conveying or encumbering its leasehold interest, (iii) amending a material provision (including, but not limited to, the term, permitted use, exclusivity or rent), under a Customer Sandwich Lease (or agreeing to do any of the foregoing), the Seller Companies shall provide Purchaser with advance notice of any such action, and the Purchaser shall have the right to receive an assignment of the Customer Sandwich Lease (to the extent permitted thereunder) upon its assumption of the Seller Companies’ liabilities thereunder; provided, however, that if a Seller Company shall have received a bona fide written offer from the counterparty to a Customer Sandwich Lease to pay an amount in cash to such Seller Company in exchange for its termination, transfer, amendment or allowing the expiration of such Customer Sandwich Lease, such Seller Company shall provide the Purchaser advance notice of such action, and the Purchaser shall be obligated to pay to Seller the amount offered by such counterparty if Purchaser elects to exercise its right to receive an assignment of such Customer Sandwich Lease at the time of such exercise.
Sample 1
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Related to Maintenance of Customer Sandwich Leases

  • Property Maintenance Maintain all of its property that is necessary to or useful in the proper conduct of its business in good working condition, ordinary wear and tear excepted.

  • Maintenance of Equipment The Equipment shall be maintained in good operating condition and repair (reasonable wear and tear excepted) and all necessary replacements of and repairs thereto shall be made so that the value and operating efficiency of the Equipment shall be maintained and preserved. No Borrower shall use or operate the Equipment in violation of any law, statute, ordinance, code, rule or regulation. Each Borrower shall have the right to sell Equipment to the extent set forth in Section 4.3 hereof.

  • Maintenance of Licenses The Owner Trustee will obtain and maintain any licenses that the Administrator informs the Owner Trustee are required to be obtained or maintained by the Owner Trustee under the laws of any State in connection with the Owner Trustee’s duties and obligations under the Transaction Documents.

  • Aircraft Maintenance Operator shall, at its own expense, cause the Aircraft to be inspected, maintained, serviced, repaired, overhauled, and tested in accordance with FAR Part 91 so that the Aircraft will remain in good operating condition and in a condition consistent with its airworthiness certification and shall take such requirements into account in scheduling the Aircraft hereunder, including but not limited compliance with applicable airworthiness directives and service bulletins. Performance of maintenance, preventive maintenance or inspection shall not be delayed or postponed for the purpose of scheduling the Aircraft unless such maintenance or inspection can safely be conducted at a later time in compliance with applicable laws, regulations and requirements, and such delay or postponement is consistent with the sound discretion of the pilot-in-command. In the event that any non-standard maintenance is required during the term and will interfere with User’s requested or scheduled flights, Operator, or Operator’s pilot-in-command, shall notify User of the maintenance required, the effect on the ability to comply with User’s requested or scheduled flights and the manner in which the parties will proceed with the performance of such maintenance and conduct of such flight(s). In no event shall Operator be liable to User or any other person for loss, injury or damage occasioned by the delay or failure to furnish the Aircraft under this Agreement, whether or not maintenance-related.

  • Maintaining Records; Access to Properties and Inspections; Maintenance of Ratings (a) Keep proper books of record and account in which full, true and correct entries in conformity with GAAP and all requirements of law are made of all dealings and transactions in relation to its business and activities. Each Loan Party will, and will cause each of its subsidiaries to, permit any representatives designated by the Administrative Agent or any Lender to visit and inspect the financial records and the properties of such Person at reasonable times and as often as reasonably requested and to make extracts from and copies of such financial records, and permit any representatives designated by the Administrative Agent or any Lender to discuss the affairs, finances and condition of such Person with the officers thereof and independent accountants therefor.

  • Maintenance, Etc The Company will maintain, preserve and keep, and will cause each Consolidated Subsidiary to maintain, preserve and keep, its properties which are used in the conduct of its business (whether owned in fee or a leasehold interest) in good repair and working order, ordinary wear and tear excepted, and from time to time will make all necessary repairs, replacements and renewals as the Company may determine to be appropriate to the conduct of its business.

  • Maintenance of Aircraft Lessor shall be solely responsible for securing maintenance, preventive maintenance and inspections of the Aircraft (utilizing an inspection program listed in FAR Section 91.409(f)), and shall take such requirements into account in scheduling the Aircraft hereunder.

  • Software Maintenance The Vendor represents and warrants that the Software delivered to the escrow agent pursuant to subsection 11.7 for redelivery to the Owner pursuant to the Escrow Agreement will be in a form suitable for reproduction by the Owner and will include the full Source Code language statement of the Software as used by the Vendor sufficient to allow maintenance and modification.

  • Repairs; Maintenance and Compliance Borrower shall at all times maintain, preserve and protect all franchises and trade names, and Borrower shall cause the Property to be maintained in a good and safe condition and repair and shall not remove, demolish or alter the Improvements or Equipment (except for alterations performed in accordance with Section 5.4.2 below and normal replacement of Equipment with Equipment of equivalent value and functionality). Borrower shall promptly comply with all Legal Requirements and immediately cure properly any violation of a Legal Requirement. Borrower shall notify Lender in writing within two (2) Business Days after Borrower first receives notice of any such non-compliance. Borrower shall promptly repair, replace or rebuild any part of the Property that becomes damaged, worn or dilapidated and shall complete and pay for any Improvements at any time in the process of construction or repair.

  • Maintenance and Support Services Distributor shall provide Maintenance and Support Services to all of its Customers of Licensed Software as set forth in Sections 3.4(a) and 3.4(b) below. Distributor may require Customers to provide the own First-Line Support: however, in no event shall Siebel be responsible for First-Line or Second-Line Support. Subject to Distributor's payment of the Maintenance Fees set forth in EXHIBIT A Siebel shall provide Third-Line Support to Distributor in accordance with Siebel's then current Maintenance and Support Services Policy. Distributor shall be responsible for all support related to the Value Added Offering.

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