Operative Agreements Sample Clauses

Operative Agreements. The Capital Securities shall be fully and unconditionally guaranteed on a subordinated basis by the Company with respect to distributions and amounts payable upon liquidation, redemption or repayment (the "Guarantee") pursuant and subject to the Guarantee Agreement (the "Guarantee Agreement"), to be dated as of the Closing Date and executed and delivered by the Company and U.S. Bank National Association ("U.S. Bank"), as trustee (the "Guarantee Trustee"), for the benefit from time to time of the holders of the Capital Securities. The entire proceeds from the sale by the Trust to the holders of the Capital Securities shall be combined with the entire proceeds from the sale by the Trust to the Company of its common securities (the "Common Securities"), and shall be used by the Trust to purchase $15,464,000.00 in principal amount of the Floating Rate Junior Subordinated Deferrable Interest Debentures (the "Debentures") of the Company. The Capital Securities and the Common Securities for the Trust shall be issued pursuant to an Amended and Restated Declaration of Trust among U.S. Bank, as institutional trustee (the "Institutional Trustee"), the Administrators named therein, and the Company, to be dated as of the Closing Date and in substantially the form heretofore delivered to the Placement Agents (the "Trust Agreement"). The Debentures shall be issued pursuant to an Indenture (the "Indenture"), to be dated as of the Closing Date, between the Company and U.S. Bank, as indenture trustee (the "Indenture Trustee"). The documents identified in this Section 1.2 and in Section 1.1 are referred to herein as the "Operative Documents."

Operative Agreements. On the date hereof, each of the respective parties hereto and thereto shall execute and deliver this Agreement, the Lease, each applicable Ground Lease, the Agency Agreement, the Credit Agreement, the Notes, the Trust Agreement, the Certificates, the Security Agreement, each applicable Mortgage Instrument and such other documents, instruments, certificates and opinions of counsel as agreed to by the parties hereto.

Operative Agreements. Each Pledgor has delivered to the Administrative Agent true, correct and complete copies of the Operative Agreements. The Operative Agreements are in full force and effect, have not as of the date hereof been amended or modified except as disclosed to the Administrative Agent, and there is no existing default by any party thereunder or any event which, with the giving of notice or passage of time or both, would constitute a default by any party thereunder. Each Pledgor shall deliver to the Administrative Agent a copy of any notice of default given or received by it under any Operative Agreement within ten (10) days after such Pledgor gives or receives such notice. No Pledgor will terminate or agree to terminate any Operative Agreement or make any amendment or modification to any Operative Agreement except as expressly permitted by the terms of the Credit Agreement.

Operative Agreements. On or before the Closing Date, the Operative Agreements shall have been duly authorized, executed and delivered by the respective party or parties thereto (other than the Lessee, TILC and TRLTII), and an executed counterpart of each thereof shall have been delivered to the Lessee or its special counsel.

Operative Agreements. Each of the Operative Agreements entered into on the Closing Date and the Release Date shall have been duly authorized, executed, acknowledged and delivered by the parties thereto and shall be in full force and effect, and no event of default thereunder or default under Section 17.1(i) or (ii) of the Lease shall exist (both before and after giving effect to the transactions contemplated by the Operative Agreements), and the Initial Purchasers, the Indenture Trustee, the Trust Company, the Certificate Holders and Lessee each shall have received a fully executed copy of each of the Operative Agreements (other than the Securities of which the Indenture Trustee shall have received the originals thereof and the Certificates of which each Certificate Holder shall have received its original thereof);

Operative Agreements. The Operative Agreements shall be in form and substance satisfactory to you and your special counsel, shall have been duly executed and delivered by the parties thereto and, if appropriate duly filed or recorded of record and shall be in full force and effect and you shall have received true, correct and complete copies of each of them. In connection with the Operative Agreements, the Company shall have delivered to you such title policies, surveys, environmental audits, UCC searches, financing statements and other items as shall be reasonably requested by you and which shall be reasonably satisfactory to you and your special counsel.

Operative Agreements. The Policy Provider shall have received a copy of (i) each of the Operative Agreements to be executed and delivered on or prior to the Closing Date, in form and substance reasonably satisfactory to the Policy Provider, duly authorized, executed and delivered by each party thereto and (ii) a copy of the Offering Document;

Operative Agreements. Since (i) the date hereof, in the case of the Operative Agreements related to the transactions contemplated by the Merger Agreement, and (ii) August 1, 2007 in respect of all other Operative Agreements, there shall have been no material amendment of, or material waiver under, any of the Operative Agreements other than amendments and waivers approved by Investors who have agreed to purchase a majority of the shares of Preferred Stock sold pursuant to this Agreement, such approval not to be unreasonably withheld or delayed. The Operative Agreements, any agreement required to be executed pursuant to any of the Operative Agreements which is not an exhibit to one or more of the Operative Agreements and all other proceedings in connection with the transactions contemplated at the Closing shall be in form and substance acceptable to Investors who have agreed to purchase a majority of the shares of Preferred Stock sold pursuant to this Agreement, such acceptance not to be unreasonably withheld or delayed. Each Investor shall have received copies of each of the executed Operative Agreements (to the extent executed prior to or at the Closing), including any exhibits and schedules thereto.

Operative Agreements. (a) Each of the Organizational Documents shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in full force and effect, and shall constitute the legal, valid and binding obligations of the respective parties thereto, and no default or accrued right of termination on the part of any of the parties thereto shall exist thereunder as of the date of the Closing, and you and the Other Purchasers shall have received a fully executed original, or a true and correct copy, of each Organizational Document. (b) The Parent Guaranty and the Subsidiary Guaranty shall have been duly authorized, executed and delivered by the respective parties thereto, shall be in full force and effect, and shall constitute the legal, valid and binding obligations of the respective parties thereto, and no default shall exist thereunder as of the date of the Closing, and you and the Other Purchasers shall have received a fully executed original, or a true and correct copy, of the Parent Guaranty and the Subsidiary Guaranty. (c) The Company shall have delivered to you and the Other Purchasers a true and complete copy of the Bank Credit Agreement, as fully executed and delivered, and the Bank Credit Agreement shall be in full force and effect and in form and substance satisfactory to each Purchaser. Without limiting the foregoing:

Operative Agreements. Each Operative Agreement shall have been duly executed and delivered by the respective parties thereto other than the Lenders and shall be in full force and effect.