BRONX FACILITY Clause Samples

BRONX FACILITY. Prior to the Closing, Seller shall cause Brow▇▇▇▇-▇▇▇▇▇▇ ▇▇▇ustries of New York, Inc. ("BFI New York") to contribute to the Company the real property located at 910 ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇ ▇▇▇▇ (▇▇e "Bronx Facility"), BFI New York's leasehold interest in the premises adjacent to the Bronx Facility and, to the extent possible, all permits and licenses associated with the Bronx Facility and the portion of the Business currently and formerly conducted at the Bronx Facility. Buyer agrees that, to the extent required in order to enable the Company lawfully to operate the Bronx Facility as a transfer station, the Company shall comply with the terms, conditions and provisions of the Order on Consent of the New York State Department of Environmental Conservation (DEC File No. R2-0433-99-03) (the "DEC Consent Order"), and shall not take any action which would cause Seller to be in default under the obligations it has agreed to retain pursuant to the following sentence. Seller shall retain and satisfy or discharge (and indemnify the Company and Buyer against) (i) all financial and penalty obligations under Part II or other provisions of the DEC Consent Order or the related Memorandum of Understanding between BFI New York and the Office of the Bronx Borough President), (ii) all obligations and liabilities to Bronx-Lebanon Hospital Center ("BLHC"), including, but not limited to, all obligations and liabilities arising under an Assumption and Assignment Agreement, dated as of May 31, 1995, between BLHC and BFI New York and an Indemnity Agreement signed by BFI on June 17, 1998 and by BLHC on July 29, 1988) and (iii) all obligations and liabilities related to the operation of the Bronx Facility arising prior to or outstanding as of the Closing. Neither the Company nor Buyer nor any of Buyer's affiliates shall assume or be considered to have assumed any of such obligations and liabilities. Buyer shall cooperate with Seller and provide such reasonable non-financial assistance to Seller as Seller reasonably requests to satisfy or negotiate the settlement of all claims of BLHC or other third parties associated with the Bronx Facility. As part of Buyer's assistance in this regard, Buyer shall make the services of Rich▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ilable to Seller, on a reasonable basis during regular business hours at no cost to Seller, if and while Mr. ▇▇▇▇▇▇▇ ▇▇ employed by Buyer or a subsidiary of Buyer following the Closing. To enable BFI New York to comply with any contractual ob...
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Related to BRONX FACILITY

  • Facility Prudential is willing to consider, in its sole discretion and within limits which may be authorized for purchase by Prudential Affiliates from time to time, the purchase of Shelf Notes pursuant to this Agreement. The willingness of Prudential to consider such purchase of Shelf Notes is herein called the “Facility”. At any time, the aggregate principal amount of Shelf Notes stated in Section 1.2, minus the aggregate principal amount of Shelf Notes purchased and sold pursuant to this Agreement prior to such time, minus the aggregate principal amount of Accepted Notes (as hereinafter defined) which have not yet been purchased and sold hereunder prior to such time, is herein called the “Available Facility Amount” at such time. NOTWITHSTANDING THE WILLINGNESS OF PRUDENTIAL TO CONSIDER PURCHASES OF SHELF NOTES BY PRUDENTIAL AFFILIATES, THIS AGREEMENT IS ENTERED INTO ON THE EXPRESS UNDERSTANDING THAT NEITHER PRUDENTIAL NOR ANY PRUDENTIAL AFFILIATE SHALL BE OBLIGATED TO MAKE OR ACCEPT OFFERS TO PURCHASE SHELF NOTES, OR TO QUOTE RATES, SPREADS OR OTHER TERMS WITH RESPECT TO SPECIFIC PURCHASES OF SHELF NOTES, AND THE FACILITY SHALL IN NO WAY BE CONSTRUED AS A COMMITMENT BY PRUDENTIAL OR ANY PRUDENTIAL AFFILIATE.

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