Atlanta JV Sample Clauses

Atlanta JV. Between the date hereof and the Closing, the Company shall cause its applicable Subsidiary to exercise its right to acquire the equity interest of the Atlanta JV (the “Buy / Sell”) from Three Wall Capital LLC (“TWC”) pursuant to Section 13.5 of the Limited Liability Company Agreement of the Atlanta JV (the “Transfer”). Parent consents to the refinancing of the indebtedness of the Atlanta JV pursuant to the financing term sheet set forth on Part 5.20A of the Company Disclosure Schedule (the “Atlanta JV Financing”) or such other financing on substantially the same terms provided that Parent consents to such other financing not to be unreasonably withheld. The purchase price for the Transfer shall be as set forth on Part 5.20B of the Company Disclosure Schedule (the “Atlanta JV Equity Interest Purchase Price”) and shall be financed under the Company’s existing line of credit. The Company shall (a) provide drafts of all documentation relating to the Transfer in advance of sharing such documents with counsel for TWC, (b) provide Parent with a reasonable amount of time to review such documents and (c) the Company shall incorporate all timely and reasonable comments provided by Parent and Parent’s legal counsel in such documents. The Company shall not agree to any indemnification or financial obligations that will be binding on Parent following the Closing, without Parent’s written consent.
Sample 1
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Atlanta JV. Parent Parties acknowledge and agree that the Company has caused the exercise of its Buy / Sell pursuant to Section 5.20 of the Merger Agreement. Section 5.20 of the Merger Agreement is amended to add the following at the end thereof: “In the event the Atlanta JV Equity Interest Purchase Price shall be subsequently increased beyond the amount previously presented to the Company Parties of $3,616,324, the Company agrees to not subsequently cause the re-exercise of the Buy / Sell at such higher price without the written consent of Parent. Such consent may be given or withheld by Parent at its sole discretion. Consent shall be deemed withheld if not given within two Business Days following notice by the Company to Parent of the increased Atlanta JV Equity Interest Purchase Price, and the Company’s obligation to cause the exercise of the Buy / Sell under this Section 5.20 shall be deemed waived by the Parent Parties.”
Sample 1
Atlanta JV. A new Section 6.2(n) is hereby added to the Merger Agreement:
Sample 1

Related to Atlanta JV

  • Massachusetts Business Trust With respect to any Fund which is a party to this Agreement and which is organized as a Massachusetts business trust, the term “Fund” means and refers to the trustees from time to time serving under the applicable trust agreement of such trust, as the same may be amended from time to time (the ‘Declaration of Trust”). It is expressly agreed that the obligations of any such Fund hereunder shall not be binding upon any of the trustees, shareholders, nominees, officers, agents or employees of the Fund personally, but bind only the trust property of the Fund as set forth in the applicable Declaration of Trust. In the case of each Fund which is a Massachusetts business trust (in each case, a “Trust”), the execution and delivery of this Agreement on behalf of the Trust has been authorized by the trustees, and signed by an authorized officer, of the Trust, in each case acting in such capacity and not individually, and neither such authorization by the trustees nor such execution and delivery by such officer shall be deemed to have been made by any of them individually, but shall bind only the trust property of the Trust as provided in its Declaration of Trust.

  • Arizona The following Arizona provisions are not intended to, and do not, limit the express choice of New York law set forth in Section 9.3 of this Agreement and as set forth in the other Loan Documents, and are set forth herein, if and to the extent that, notwithstanding the choice of law provisions contained in this Agreement and the other Loan Documents, Arizona law is held to govern any Mortgage encumbering a Property located in Arizona or any other Loan Document:

  • Western will as requested by the Manager oversee the maintenance of all books and records with respect to the investment transactions of the Fund in accordance with all applicable federal and state laws and regulations, and will furnish the Directors with such periodic and special reports as the Directors or the Manager reasonably may request.

  • Oklahoma The only provisions of Paragraph 5(b) that will apply during Employee’s ongoing (not temporary or business travel) assignment in Oklahoma shall be Subparagraph (i), and to the extent necessary to prevent the direct solicitation of the sale of goods and/or services from the customers of the Company, Subparagraphs (ii) and (iii), and to the extent necessary to protect the Company’s trade secrets, Subparagraphs (v) and (vi).

  • Principal Place of Business; State of Organization (a) Borrower’s principal place of business as of the date hereof is the address set forth in Schedule I. Each Borrower is organized under the laws of the State of Delaware.

  • Texas Matagorda County Filed on April 27, 2006, under Instrument No. 063043, Official Records XxXxxxxx County Filed on April 27, 2006, Volume 168 Page 336 Xxxxxxx County Filed on April 27, 2006, under Instrument No. 263022, Volume 650 Page 320, Official Records

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Illinois The following counties in the State of Illinois: Cook, Lake, McHenry, Kane, DuPage, Will as well as any other counties in the State of Illinois in which the Employee regularly (a) makes contact with customers of the Company or any of its subsidiaries, (b) conducts the business of the Company or any of its subsidiaries or (c) supervises the activities of other employees of the Company or any of its subsidiaries as of the Date of Termination.

  • Name; State of Organization; Chief Executive Office; Collateral Locations (a) The exact legal name of each Borrower and Guarantor is as set forth on the signature page of this Agreement and in the Information Certificate. No Borrower or Guarantor has, during the five years prior to the date of this Agreement, been known by or used any other corporate or fictitious name or been a party to any merger or consolidation, or acquired all or substantially all of the assets of any Person, or acquired any of its property or assets out of the ordinary course of business, except as set forth in the Information Certificate.

  • S.T If Federal Funds are not received on time, such funds will be invested, and shares purchased thereby will be issued, as soon as practicable.

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