Additional Exception Sample Clauses

Additional Exception. With respect to each Contributed Property, except for new Leases entered into after the date hereof in accordance with the requirements of this Agreement, the Property Owner shall be expressly prohibited from further encumbering the Property from and after the date hereof in any manner that would reasonably be expected to have a Property Material Adverse Effect without the prior written consent of the LATA Parties (the “Additional Exception”), unless such Additional Exception shall be released of record prior to the applicable Closing.
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Additional Exception. Except for new Leases entered into after the Effective Date in accordance with the requirements of this Agreement, the Contributor and the Contributed Entity shall be expressly prohibited from further encumbering the Property (or the Interests) from and after the Effective Date in any manner that would reasonably be expected to have a “Portfolio Material Adverse Affect” (as defined in the Master Contribution Agreement) without the Partnership’s prior written consent in the Partnership’s sole and absolute discretion (the “Additional Exception”), unless such Additional Exception shall be released of record prior to the Subsequent Closing.
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Additional Exception. Either Party may provide the other Party’s Confidential Information to actual or potential investors, lenders or acquirors who have a need to know such Confidential Information in order to assess the status of their investment in such Party or to determine whether to invest in such Party, provided that (i) the information is of a type customarily disclosed to investors, lenders or acquirors and (ii) the investors, lenders or acquirors to whom the information is disclosed are bound by obligations of confidentiality and non-use with respect to such information at least as stringent as those set forth in this Section 11.
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Additional Exception. Notwithstanding Section 2.1, the Investor may dispose of its Company Securities in response to a "SPECIFIED TENDER OFFER." In this Section 2.3 a Specified Tender Offer shall mean (a) an offer to purchase or exchange for cash or other consideration any Company Securities which is made by another Person or Related Group of Persons pursuant to a tender offer which is not opposed by the Board of Directors of the Company within the time such Board is required by the applicable law to advise the Company's stockholders of the Board's position on such offer; and (b) any other offer made by another Person or Related Group of Persons to purchase or exchange for cash or other consideration any Company Securities which, if successful, would result in such Person or Related Group of Persons owning or having the right to acquire Company Securities entitling the holders thereof to more than ninety percent (90%) of the Total Voting Power of the Company (as defined below).
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Additional Exception. Sellers and the Acquired Companies shall be expressly prohibited from further encumbering the Properties from and after the Effective Date without Purchaser’s written consent in Purchaser’s reasonable discretion (the “Additional Exception”), unless such Additional Exception shall be released of record prior to Closing. If Purchaser fails to respond within five (5) Business Days after receipt from Sellers’ Representative of a request to encumber the Property with an Additional Exception, Purchaser shall be deemed to have approved such Additional Exception. Notwithstanding anything herein to the contrary, an Additional Exception shall not include any monetary encumbrance not relating to the Loans or the Loan Documents encumbering any Property (e.g., mechanics’ liens).
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Additional Exception. The Receiving Party may disclose the Confidential Information without the consent of the Disclosing Party to the following:
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Related to Additional Exception

  • Title Exceptions To the best of Borrower’s knowledge after due inquiry and investigation, none of the items shown in the schedule of exceptions to coverage in the title policy issued to and accepted by Lender contemporaneously with the execution of this Loan Agreement and insuring Lender’s interest in the Mortgaged Property will have a Material Adverse Effect on the (a) ability of Borrower to pay the Loan in full, (b) ability of Borrower to use all or any part of the Mortgaged Property in the manner in which the Mortgaged Property is being used on the Closing Date, except as set forth in Section 6.03, (c) operation of the Mortgaged Property, or (d) value of the Mortgaged Property.

  • Additional Adjustment If, in Dealer’s commercially reasonable judgment, the actual cost to Dealer (or an affiliate of Dealer), over any 10 consecutive Scheduled Trading Day period, of borrowing a number of Shares equal to the Number of Shares to hedge in a commercially reasonable manner its exposure to the Transaction exceeds a weighted average rate equal to 25 basis points per annum, the Calculation Agent shall reduce the Forward Price to compensate Dealer for the amount by which such cost exceeded a weighted average rate equal to 25 basis points per annum during such period. The Calculation Agent shall notify Counterparty prior to making any such adjustment to the Forward Price. Extraordinary Events: In lieu of the applicable provisions contained in Article 12 of the Equity Definitions, the consequences of any Extraordinary Event (including, for the avoidance of doubt, any Merger Event, Tender Offer, Nationalization, Insolvency, Delisting, or Change In Law) shall be as specified below under the headings “Acceleration Events” and “Termination Settlement” in Paragraphs 7(f) and 7(g), respectively. Notwithstanding anything to the contrary herein or in the Equity Definitions, no Additional Disruption Event will be applicable except to the extent expressly referenced in Paragraph 7(f)(iv) below. The definition of “Tender Offer” in Section 12.1(d) of the Equity Definitions is hereby amended by replacing “10%” with “20%.” Dividends: No adjustment shall be made if, on any day occurring after the Trade Date, Counterparty declares a distribution, issue or dividend to existing holders of the Shares of (i) any cash dividend (other than an Extraordinary Dividend) to the extent all cash dividends having an ex-dividend date during the period from and including any Forward Price Reduction Date (with the Trade Date being a Forward Price Reduction Date for purposes of this clause (i) only) to but excluding the next subsequent Forward Price Reduction Date differs from, on a per Share basis, the Forward Price Reduction Amount set forth opposite the first date of any such period on Schedule I, (ii) share capital or securities of another issuer acquired or owned (directly or indirectly) by Counterparty as a result of a spin-off or other similar transaction or (iii) any other type of securities (other than Shares), rights or warrants or other assets, for payment (cash or other consideration) at less than the prevailing market price as determined by Dealer. Non-Reliance: Applicable Agreements and Acknowledgments: Regarding Hedging Activities: Applicable Additional Acknowledgments: Applicable Hedging Party: Dealer Transfer: Notwithstanding anything to the contrary herein or in the Agreement, Dealer may assign, transfer and set over all rights, title and interest, powers, obligations, privileges and remedies of Dealer under the Transaction, in whole or in part, to (A) a wholly-owned subsidiary of Dealer, whose obligations hereunder are fully and unconditionally guaranteed by Dealer, or (B) any other wholly-owned direct or indirect subsidiary of Dealer with a long-term issuer rating equal to or better than the credit rating of Dealer at the time of transfer after obtaining Counterparty’s consent (which shall not be unreasonably withheld or delayed); provided that, (i) at the time of such assignment or transfer, Counterparty would not, as a result of such assignment or transfer, designation or delegation, reasonably be expected at any time (A) to be required to pay (including a payment in kind) to Dealer or such transferee or assignee or designee an amount in respect of an Indemnifiable Tax greater than the amount Counterparty would have been required to pay to Dealer in the absence of such assignment, transfer, designation or delegation, or (B) to receive a payment (including a payment in kind) after such assignment or transfer that is less than the amount Counterparty would have received if the payment were made immediately prior to such assignment or transfer, (ii) prior to such assignment or transfer, Dealer shall have caused the assignee, transferee, or designee to make such Payee Tax Representations and to provide such tax documentation as may be reasonably requested by Counterparty to permit Counterparty to determine that the transfer complies with the requirements of clause (i) in this Paragraph, and (iii) at all times, Dealer or any transferee or assignee or other recipient of rights, title and interest, powers, obligations, privileges and remedies shall be eligible to provide a U.S. Internal Revenue Service Form W-9 or W-8ECI, or any successor thereto, with respect to any payments or deliveries under the Agreement.

  • Title Matters Seller agrees to share equally with Buyer the closing costs and the cost of a title insurance company's commitment for and policy of title insurance. Buyer shall pay for any lender’s/mortgagee’s/instrument holder’s title insurance coverage. The title insurance company will furnish a copy of the commitment for title insurance and copies of all of the exception documents referred to therein (hereafter collectively referred to as the “Title Commitment”) to Seller, Buyer, Buyer’s lender and the listing/selling broker as promptly as possible. The Title Commitment shall show a merchantable title vested in Seller, subject to easements, restrictions and protective covenants of record, right-of-way’s, setbacks, tenant rights, trees, fences, ordinances and regulations, unmatured and future assessments, restrictions and protective covenants of record, provided no forfeiture provisions as contained therein, encroachments and overlaps, zoning laws, ordinances and regulations, those exceptions which are standard to a policy of title insurance in the State of Kansas or as specified herein, and those matters attaching to the title by reason of Buyer taking title to the real property. Buyer shall have a period of five (5) days following receipt of the Title Commitment (the “Objection Period”) in which to examine the Title Commitment and advise Seller in writing of any objections ("Title Objections") the Buyer may have to Seller's title as shown in the Title Commitment. Seller shall then have a period of five (5) days in which to notify Buyer in writing of those Title Objections it elects to cure. In the event Seller elects to cure less than all of the Title Objections, Buyer shall have the right to terminate this Agreement by giving Seller written notice thereof within five (5) days of its receipt of Seller's notice, in which case the Xxxxxxx Money shall be returned to Buyer, and thereafter neither party shall have any further obligation hereunder. In the event Buyer does not terminate this Agreement, Seller shall have until Closing ("Cure Period") in which to cure the Title Objections the Seller has elected to cure, which the Buyer Agrees to extend for an additional 45 days in the event Seller has initiated a lawsuit to cure the title objection or objections. Title Objections may also be cured in accordance with applicable current titled standards in the Kansas Title Standards Handbook.

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