Additional Terms and Covenants. The terms, conditions and covenants set out in Schedule “A” appended hereto are incorporated and form part of this mortgage.
Additional Terms and Covenants. (a) Notwithstanding anything to the contrary in the Transaction Documents, all outstanding amounts due to the Investor and Assignee under the Transaction Documents shall be immediately due and payable if the Company receives an offer from another person or entity with respect to a Major Transaction, the Investor notifies the Company that such offer is satisfactory to the Investor (in its sole discretion), and either (i) the Board of Directors of the Company does not approve such Major Transaction within ten (10) days of the Company’s receipt of such notice from the Investor, (ii) if such Major Transaction is subject to stockholder approval, the Company does not file a preliminary proxy statement with the SEC within fifteen (15) days of the Company’s receipt of such notice from the Investor or (iii) if such Major Transaction is subject to stockholder approval, the stockholders of the Company do not approve such Major Transaction within ninety (90) days of the Company’s receipt of such notice from the Investor, that the Company shall be obligated to immediately forward to the Investor any offer that the Company receives with respect to any Major Transaction.
(b) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall provide not less than thirty (30) business days’ written notice to the Investor and Assignee, as applicable, of the Company’s intent to repay all or any portion of the principal, interest and other amounts outstanding under the Notes. Following receipt of any such notice, Investor and Assignee shall have the option to convert all or any portion of Notes in accordance with the applicable conversion terms of the applicable Note.
(c) Notwithstanding anything to the contrary in the Transaction Documents, each Note, plus all accrued and unpaid interest thereon at the time of any conversion, may be converted at the option of the Investor or Assignee, as applicable, at any time and from time to time into such number of shares of the applicable preferred stock of the Company, upon one (1) business day’s notice to the Company. Upon Assignee’s conversion of the March 2009 Note, the shares of preferred stock shall be issued to the Assignee or any designee(s) of Assignee.
(d) Notwithstanding anything to the contrary in the Transaction Documents, the Company shall pay all outstanding principal and accrued and unpaid interest under the Notes on the Maturity Date.
(e) Notwithstanding anything to the contrary in the Transaction ...
Additional Terms and Covenants. (a) The Investor and Assignee hereby acknowledge that the Company intends to acquire all of the stock or assets of Xxxxxx Industries SAS, a privately held company organized in France (“Xxxxxx”), for a purchase price of $15,000,000 in cash, shares of Common Stock for 60% of the equity of the Company on a fully-diluted basis and 50,000,000 warrants to purchase Common Stock at a price of $1.50 per share and a requirement to have at least $20,000,000 in cash and cash equivalents in the Company for working capital purposes (in addition to the $15,000,000 cash purchase price) at the time of the closing of the acquisition (such acquisition, the “Flyboard Acquisition”); provided, that as a condition to the consummation of the Flyboard Acquisition and the related actions to be taken in connection therewith, it must first be approved by vote of the shareholders of the Company in accordance with all of the laws and ordinances of the State in which the Company is organized (the “Stockholder Approval”); provided, further, that prior to the Stockholder Approval, Investor and Assignor will not waive the 4.99% Common Stock ownership blocker limitations referenced in Sections 1(b) and 1(c) of this Amendment and in the CoD Amendments or similar ownership limitations contained in any other Purchase Documents.
(b) The Company has amended the terms of the Series H Convertible Preferred Stock, to among other matters, decrease the conversion price of the Series H Convertible Preferred Stock so that the September 2012 Note can be converted into shares of Series H Convertible Stock and then into shares of Common Stock at an ultimate conversion price of $0.19 per share of Common Stock. To assist the Company in meeting the minimum cash requirements for the Flyboard Acquisition, and in consideration of such decrease in the conversion price, Investor hereby agrees that it shall convert $7,000,000 of the principal amount of the September 2012 Note into Series H Convertible Preferred Stock and subsequently shares of Common Stock prior to the consummation of the Flyboard Acquisition. Investor further agrees not to convert, and waives any right to convert, (i) the September 2012 Note with respect for any obligations in excess of Seven Million U.S. Dollars ($7,000,000) in the aggregate or (ii) the February 2013 Note for all or any portion thereof.
(c) In connection with the Flyboard Acquisition, subject to the Stockholder Approval and as a condition to the consummation of the Flyboard Acqu...
Additional Terms and Covenants. A. The PARTIES agree to waive and release any claim or cause of action against one another for reimbursement of court costs, attorney's fees or expenses incurred in the Litigation.
B. The PARTIES to this AGREEMENT mutually warrant that:
1. No promise or inducement has been offered except as set forth herein;
2. This AGREEMENT is executed without reliance upon any statement or representation by any other party or person or their representatives concerning the nature and extent of damages, liability or consequences;
3. They are legally competent to execute the AGREEMENT and the PARTIES accept full responsibility therefore;
4. They have signed the AGREEMENT voluntarily, without any duress or undue influence on the part of or on behalf of any party;
5. The terms of this AGREEMENT are contractual and not merely recitals; and
6. No claim, cause of action, theory of recovery, demand, right, debt, liability, obligation, cost, expense, debit, sum of money, account, reckoning, lien or any portion thereof arising out of or related to the transaction which is the subject of this AGREEMENT (including the assignment, transfer and/or conveyance of ASSIGNED CLAIMS contemplated in para. 1) has been previously assigned, transferred, conveyed, encumbered, pledged, liened, or purportedly assigned, transferred, conveyed, encumbered, pledged, liened - whether voluntarily or by operation of law - to any person or entity not bound by this AGREEMENT.
C. The PARTIES similarly acknowledge that:
1. The terms and conditions of this AGREEMENT have been read and that the terms and conditions of the AGREEMENT are understood;
2. The terms and conditions of the AGREEMENT and the Assignment contemplated by this AGREEMENT have been explained by counsel and are voluntarily accepted for the express purpose of making a full compromise, adjustment, assignment and settlement as set forth in this AGREEMENT;
3. They have received independent legal advice with respect to the advisability of executing this AGREEMENT and of entering into any Assignment contemplated by this AGREEMENT; and
4. They have made such investigation as they deem necessary to enter into this AGREEMENT.
D. The PARTIES agree that this AGREEMENT shall not constitute or be construed as an admission of any liability or wrongdoing on the part of any them, either in connection with the matters alleged in the LITIGATION or otherwise.
E. Any provisions of Evidence Code sections 1115 through 1128 notwithstanding, this AGREEMENT may be en...
Additional Terms and Covenants. In consideration for the Tenant leasing these Leased Premises, the Landlord agrees to complete the following Landlord’s Improvements on or prior to May 15, 2005, at the Landlord’s expense. • repair any damages interior walls and replace any damaged ceiling tiles with like-new replaced tiles; • remove built-in counters and cabinets, as agreed between the Landlord and Txxxxx; • install one (1) demising wall and install a new glass and drywall partition and door (to match the existing walls and doors in the Leased Premises), as agreed between the Landlord and Tenant; • paint all interior walls within the Leased Premises to the Tenant’s choice of colour; • ensure all lights, light fixtures, duplex plugs, mechanical systems and window blinds are in good working condition as of the Commencement Date; and • replace all interior fixed carpeting and rubber base cove moldings with Building standard carpeting and rubber moldings of the Tenant’s choice of colour. The Landlord shall be responsible for obtaining all necessary building permits and approvals as required by the relevant regulatory authorities for the Leasehold Improvements as outlined herein. In the event required by the municipal authorities, the Landlord and/or Tenant will also make application for an occupancy certificate for the Leased Premises upon completion of the above Leasehold Improvements. The Landlord and Tenant acknowledge that all other Leasehold Improvements will be completed at the Tenant’s expense, in accordance with section 7.02 and section 9.04 of this Lease. ____________ Notwithstanding section 2.06, throughout the Term, the Landlord shall make available for the Tenant’s use, at its option, three (3) unreserved parking stalls in the Building parkade. The monthly rental for said parking stalls shall be based on the prevailing rental rate plus applicable taxes, which rental rate may be adjusted by the Landlord from time to time. ____________ Notwithstanding section 12.02, the Tenant reserves the right to assign or sublease all or a portion of the Leased Premises during the Term, and subsequent renewal, with the Landlord’s consent. The Landlord further agrees that such consent shall not be unreasonably withheld, on the condition that said assignment or sublet is subject to the terms and conditions contained in this Lease ____________ The Tenant shall be entitled to:
Additional Terms and Covenants. The terms, conditions and covenants set out in Schedule “A” appended hereto are incorporated and form part of this mortgage. By signing this mortgage each spouse of a mortgagor consents to this mortgage and releases any interest which he or she may have in the Property covered by this mortgage as far as necessary to give effect to our rights under this mortgage. If you have read this mortgage and you agree to its terms, sign in the space provided for your signatures. Witnesses must sign in the spaces provided for the witnesses’ signatures. Necessary legal seals should be added next to your signatures. SIGNED, SEALED AND DELIVERED in the presence of: (Seal) (Witness) (Borrower) (Seal) (Witness) (Borrower) (Seal) (Witness) (Spouse of Borrower) (Seal) (Witness) (Guarantor) (Seal)
Additional Terms and Covenants. The terms, conditions and covenants set out in the Standard Charge Mortgage Terms and in the Additional Provisions, both appended hereto are incorporated and form part of this mortgage. Terms used in this mortgage which are defined in the attached Standard Charge Mortgage Terms have the meanings set out in the Standard Charge Mortgage Terms.
Additional Terms and Covenants regardingconstruction
i) The Allottee has understood to his/her/their/its complete satisfaction that the Owner, if it so desires/deems it fit and proper, shall be entitled to apply for and/or utilize any unconsumed and/or extra and/or additional floor area ratio which is presently available and/or which may be sanctioned and/or which may in the future be made available and/or sanctioned in accordance with inter alia the building rules of The Baranagar Municipalityand/or any Applicable Law and/or by the Competent Authorityincluding the present plan of the Owner toapplyforandobtainsanctionforadditionalfloors(collectively,“Additional FAR”) and the Allottee has accepted each of the aforestated along with the Payment Plan.
i) The Owner shall not have an option to make any variation/alteration/modification in/to the plans pertaining to the Project other than:
a) in the manner provided under the Act and/or the Rules and/or the Applicable Laws; and/or
b) for the purpose of utilization of the Additional FAR; and/or
c) as may be required by: (1) the authorities concerned; and/or (2) as a consequence of any new policies formulated; and/or (3) changes in the rules pertaining to the floor area ratio, and the Allottee xxxxxx xxxxx(s) his/her/their/its consent to the same, and further agree(s) and undertake(s) not to make or raise any objection to the same on any ground whatsoever or howsoever.
i) The Tentative Completion Date and the date stipulated in para/Clause 7.1 hereinabove are hereby and xxxxxxxxx accepted and confirmed by the Allottee and the Allottee hereby agree(s) and undertake(s) not to raise any objection to the same on any ground whatsoever or howsoever. However, in the event prior to the Tentative Completion Date and/or the date stipulated in para/Clause 7.1 hereinabove the Said Apartment is ready for hand over in terms of this Agreement, the Allottee undertake(s) and covenant(s) not to make or raise any objection to the consequent pre-ponement of his/her/their/its payment obligations, having clearly understood and agreed that the payment obligations of the Allottee are linked inter alia to the progress of construction, and the same is not a time linked plan.
Additional Terms and Covenants
