Facility Repairs. At or prior to Closing, Sellers, at their sole expense, shall perform the repairs described in Schedule 4.9 (the “Facility Repairs”) to the reasonable satisfaction of Purchaser.
Facility Repairs. The Facility Repairs shall have been completed by Sellers to the reasonable satisfaction of Purchaser.
Facility Repairs. With respect to the Company's Woodstock, New York and Saugerties, New York facilities, Buyer has provided Seller with a list of items, attached hereto as Schedule 5.9, which it believes require correction and/or repair in order to satisfy or comply with legal and regulatory requirements or good management practices, which were discovered in the course of the Environmental Site Assessment Reports prepared by ERM-Midstates, Inc. in November 1997 with respect to such facilities. As soon as practicable after the date hereof, and if practicable before the Closing Date, Seller shall have corrected and repaired, as appropriate, to Buyer's reasonable satisfaction, all of the items on such list. After the Closing Date, Seller will remain responsible for completing any items not repaired or corrected prior to the Closing Date. Seller's failure to complete any such items prior to the Closing Date will not allow Buyer to elect not to proceed with the Closing. No item on such list shall be deemed to constitute environmental compliance activities within the meaning of Section 10.4(a) hereof.
Facility Repairs. Prior to Closing, the Company agrees that it will use, and cause its Subsidiaries to use, commercially reasonable efforts to complete all repairs listed on Schedule III attached hereto (the “Theater Repairs”). As soon as reasonably practicable after the date hereof, the Company and Buyer shall engage, at the Company’s cost, an independent inspection firm selected by Buyer (the “Inspection Firm”) to inspect the theaters for the repairs enumerated as Items 1-4, 7, 8, 9 and 15 listed on Schedule III (the “Major Repairs”) and to determine the scope of the work needed to complete each Major Repair and the cost of such work. Following each such inspection, the Company and Buyer will mutually agree upon a plan of remediation and the cost for each Major Repair (the “Agreed Remediation Plan”); provided the cost of each Major Repair shall not exceed the amount set forth in the “Total” column on Schedule III for such repair. Once the Agreed Remediation Plan is established, the Company shall undertake the repairs of such theaters in accordance with the Agreed Remediation Plan. In addition, the Company shall, as soon as reasonably practical after the date hereof, undertake the repairs enumerated as Items 5, 6 and 10-14 listed on Schedule III (the “Other Repairs”). To the extent any Theater Repairs are not completed prior to Closing, (x) in accordance with the Agreed Remediation Plan as certified by the Inspection Firm for each Major Repair or (y) to the reasonable satisfaction of Buyer for the Other Repairs (each, an “Incomplete Repair” and collectively, the “Incomplete Repairs”), the parties hereto agree that an amount equal to (i) the maximum cost of remediation set forth in the “Total” column on Schedule III related to each Incomplete Repair that is an Other Repair, and (ii) the lesser of the amount set forth in the Agreed Remediation Plan or the “Total” column on Schedule III related to each Incomplete Repair that is a Major Repair (the “Repair Amount”) shall be added to the Escrow Amount and held in the Escrow Account pursuant to the terms of the Escrow Agreement, solely for the purpose of providing funds to complete the Incomplete Repairs. After Closing, Buyer shall supply to the Representative customary documentation of the expenditures made by Buyer after the Closing to complete the Incomplete Repairs (the “Documentation”). Within five (5) Business Days after Buyer delivers the Documentation for each Incomplete Repair to the Representative, Buyer and the Repres...
Facility Repairs. The Master Lessor reserves the right, but shall not be obligated to the Lessee, to maintain and keep in repair the landing area of the airport and all publicly owned facilities of the airport, together with the right to direct and control all activities of the (lessee, licensee, permittee, etc.) in this regard.
Facility Repairs. Sellers and Purchaser each hereby acknowledge and agree that Purchaser received certain property condition assessment reports that noted certain items of disrepair with respect to the Milwaukie Property. Those items consist of replacement of the shop floor slab with underground piping repairs, replacement of some HVAC units, and asphalt repairs in paved areas throughout the site. Each of these items will come at an unexpected expense, and in order to induce Buyer to consummate the Contemplated Transactions, the parties agreed that this unexpected expense will be addressed by deducting such expense from the Purchase Price. As of the date hereof, Sellers and Purchaser agree that the aggregate estimated expense for repairing the items equals $XXXX (the “Repair Estimate”). The parties agree that Purchaser shall complete such repairs within twenty-four (24) months after the Closing Date. To the extent the ultimate cost of such repairs exceeds the Repair Estimate, Sellers shall be responsible for such excess up to a maximum of $XXXX.
Facility Repairs. The Contractor shall be responsible to monitor the condition of the Operations and Maintenance Facility. When repairs are needed to correct loss or damage, or to correct for normal wear and tear, the Contractor shall perform or designate suppliers to perform all repairs costing up to $500 per occurrence. If the Contractor determines that repairs will exceed $500 for a single occurrence, then the Contractor shall notify RCTA with a written description of the repair needed and, if practicable, a repair estimate and recommended course of action. Contractor shall allow adequate and reasonable time for the Authority to determine the extent of the situation and repair the noted problem or authorize Contractor to repair the problem, if needed. The RCTA, as the legal owner of the facility, shall assume responsibility for the repair of structural or building–related equipment failures exceeding $500 per occurrence and not resulting from negligent use or operation of the Facility or the provided equipment by the Contractor and its employees, agents, or vendors. If repairs are required due to the negligent act or acts of one or more of its employees, agents, or vendors, Contractor shall be liable for the cost of all repairs required to return the damaged portion of the Operations and Maintenance Facility to a condition acceptable to RCTA management. Contractor shall notify the RCTA Transit Manager of the damage. The RCTA Transit Manager will assess the extent of the damage and direct the needed repairs.
