Agreement Not to Sell and Survival Sample Clauses

Agreement Not to Sell and Survival. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, upon Closing, Partnership agrees with Buyer that it will not convey the Restricted Property or transfer any controlling ownership interest in the Partnership prior to the expiration of the Exclusive Period, other than a sale to Buyer (and/or its designated assignee), or an excluded transaction described in Section 20(b) below, without the written consent of Buyer. In order to memorialize the sales restrictions described in this Section 20, at Closing the Partnership and the Buyer shall execute and record a memorandum of sales restriction (the “Memorandum”) in the form attached hereto as Exhibit “E”, encumbering the Restricted Property. The rights and obligations created under this Section 20 shall survive the Closing. However, at the expiration of the Exclusive Period, all rights and obligations created under this Section 20(a) shall lapse, expire, and be of no further force or effect.
Sample 1
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Related to Agreement Not to Sell and Survival

  • Termination This Agreement may be terminated at any time prior to the Closing:

  • Confidentiality (a) Subject to Section 7.15(c), during the Term and for a period of three

  • Assignment This Agreement and all rights and obligations hereunder may not be assigned without the written consent of the other party.

  • NOW, THEREFORE the parties hereto agree as follows:

  • Indemnification In the event any Registrable Securities are included in a Registration Statement under this Agreement:

  • Entire Agreement This Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter contained in this Agreement and supersedes all prior agreements, understandings and negotiations between the parties.

  • WHEREAS the Company desires the Warrant Agent to act on behalf of the Company, and the Warrant Agent is willing to so act, in connection with the issuance, registration, transfer, exchange, redemption and exercise of the Warrants; and

  • Governing Law THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

  • Waiver The waiver by any party hereto of a breach of any provision of this Agreement shall not operate or be construed as a waiver of any other or subsequent breach.

  • Severability Any provision of this Agreement that is prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof, and any such prohibition or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

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