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.
Sample 1
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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.
Sample 1

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 9.17. The Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a safe, careful, and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements, including the Environmental Laws.

  • 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:

  • Real Property Interests Except for the ownership, leasehold or other interests set forth in the Information Certificate, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property.

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.

  • B8 Property B8.1 Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

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