Broward Consent Sample Clauses

Broward Consent. At the Closing with respect to Broward Mall, the Purchaser agrees to assume all obligations under the documents evidencing and/or governing the Broward Loan pursuant to the terms of the Broward Loan as they exist on the date hereof pursuant to such assumption documentation as the lender may customarily and reasonably require (it being understood that this provision shall not be interpreted as requiring the Purchaser to assume new obligations of any material nature that are not consistent with the terms of the Broward Loan in force today). CFCL agrees to use commercially reasonable efforts to obtain the consent of the lender of the Broward Loan to the assumption of such loan by Purchaser on terms consistent with the foregoing (the "Broward Consent"). The Purchaser agrees to cooperate with the CF Entities to cause the Broward Loan lender to consent to the foregoing assumption and to fully release and discharge each CF Entity from all obligations under the guaranties and indemnity agreements related to the Broward Loan identified on Schedule 4.7, including by executing documents reasonably requested by the Broward Loan lender, so long as they do not expand the Purchaser's obligations beyond those current obligations of the released CF Entities. If for any reason the Broward Loan lender is unwilling to release and discharge any CF Entity from any such guaranty or indemnity agreement identified on Schedule 4.7, the Purchaser agrees to indemnify the relevant CF Entity from any liabilities under the guaranty or indemnity agreement accruing from and after the Closing Date pursuant to an indemnity agreement in the form of Exhibit N attached hereto. If for any reason CFCL is unable to obtain the Broward Consent or the lender of the Broward Loan is unwilling to accept an assumption of the Broward Loan by the Purchaser as described above (assuming no breach or other instance of non-compliance by the Purchaser hereunder or thereunder), then in that event and consistent with the terms of Section 2.1(c) CFCL shall cause the Broward Loan to be repaid and Broward Mall released from the Broward Loan such that it can be conveyed to the Purchaser as one of the Threshold Properties free and clear of the Broward Loan and subject only to the Permitted Exceptions related thereto. The Purchaser agrees that prior to the Closing it will not communicate with the Broward Lender in person, by telephone, in writing or otherwise regarding Broward Mall, the terms of the Broward Loan or th...
Sample 1
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Broward Consent. The CF Entities shall have (i) obtained the Broward Consent or, alternatively, repaid the Broward Loan, and (ii) paid all costs and expenses associated therewith pursuant to Section 4.4 herein (subject to the adjustment to the Consideration to be paid by the Purchaser in accordance with Section 2.1(c)).
Sample 1

Related to Broward Consent

  • Settlement of the Award Upon vesting, the RSU Award will be settled by delivery of one share of Stock as of the Vesting Date, for each RSU being settled. Such settlement shall occur promptly on or following the vesting of each RSU.

  • Modifications to the Award Agreement This Award Agreement constitutes the entire understanding of the parties on the subjects covered. Participant expressly warrants that he or she is not accepting this Award Agreement in reliance on any promises, representations, or inducements other than those contained herein. Modifications to this Award Agreement or the Plan can be made only in an express written contract executed by a duly authorized officer of the Company. Notwithstanding anything to the contrary in the Plan or this Award Agreement, the Company reserves the right to revise this Award Agreement as it deems necessary or advisable, in its sole discretion and without the consent of Participant, to comply with Section 409A or to otherwise avoid imposition of any additional tax or income recognition under Section 409A in connection to this Award of Restricted Stock Units.

  • Vesting of Performance Shares As long as you remain employed with PG&E Corporation, the Performance Shares will vest on the first business day of March (the “Vesting Date”) of the third year following the date of grant specified in the cover sheet. Except as described below, all Performance Shares subject to this Agreement that have not vested shall be forfeited upon termination of your employment.

  • Settlement of Award If the Grantee becomes vested in the Award in accordance with Section 5, the Company shall pay to the Grantee, or the Grantee’s personal representative, beneficiary or estate, as applicable, either a number of shares of Common Stock equal to the number of vested RSUs and dividend equivalents credited to the Grantee’s RSU Account in respect of such vested RSUs, or cash equal to the Fair Market Value of such shares of Common Stock and dividend equivalents credited to the Grantee’s RSU Account in respect of such vested RSUs on the date of vesting, as adjusted in accordance with Section 6, if applicable, or a combination thereof. Such shares and/or cash shall be delivered/paid in a single sum as follows:

  • Suspension of Performance or Disbursement Into Court If, at any time, (i) there shall exist any dispute between Broker, Issuer, NCPS, any Subscriber or any other person with respect to the holding or disposition of all or any portion of the Escrow Funds or any other obligations of NCPS hereunder, or (ii) if at any time NCPS is unable to determine, to NCPS’s reasonable satisfaction, the proper disposition of all or any portion of the Escrow Funds or NCPS’s proper actions with respect to its obligations hereunder, or (iii) if Broker and Issuer have not within 30 days of the furnishing by NCPS of a notice of resignation pursuant to Section 7 hereof appointed a successor NCPS to act hereunder, then NCPS may, in its reasonable discretion, take either or both of the following actions:

  • Amendment of this Award Agreement The Committee may waive any conditions or rights under, amend any terms of, or alter, suspend, discontinue, cancel or terminate this Award Agreement prospectively or retroactively; provided, however, that any such waiver, amendment, alteration, suspension, discontinuance, cancelation or termination that would materially and adversely impair your rights under this Award Agreement shall not to that extent be effective without your consent (it being understood, notwithstanding the foregoing proviso, that this Award Agreement and the Restricted Shares shall be subject to the provisions of Section 7(c) of the Plan).

  • Grant of Performance Share Units The Company hereby grants to the Participant the Target Number of PSUs Granted, effective as of the Date of Award and subject to the terms and conditions of the Plan and this Award Agreement. Each PSU represents the unsecured right to receive a number of Shares, if any, in accordance with the terms and conditions of this Award Agreement. The Participant shall not be required to pay any additional consideration for the issuance of the Shares, if any, upon settlement of the PSUs.

  • INVESTMENT OBJECTIVE, POLICIES AND RESTRICTIONS The Fund will provide the Sub-Adviser with the statement of investment objective, policies and restrictions applicable to the Series as contained in the Series' Prospectus and Statement of Additional Information, all amendments or supplements to the Prospectus and Statement of Additional Information, and any instructions adopted by the Board of Trustees supplemental thereto. The Fund agrees, on an ongoing basis, to notify the Sub-Adviser in writing of each change in the fundamental and non-fundamental investment policies of the Series and will provide the Sub-Adviser with such further information concerning the investment objective, policies, restrictions and such other information applicable thereto as the Sub-Adviser may from time to time reasonably request for performance of its obligations under this Agreement. The Fund retains the right, on written notice to the Sub-Adviser or the Adviser, to modify any such objective, policies or restrictions in accordance with applicable laws, at any time.

  • Stock Options and Restricted Stock Units The Executive acknowledges that as of the Resignation Date, the Executive was vested in Stock Options and Restricted Stock Units (“RSUs”) as reflected in the report attached as Exhibit A hereto. Except as specifically set forth herein, the Executive’s rights with respect to Stock Options and RSUs issued to him/her are governed by the Stock Option and Restricted Stock Unit Agreements entered into between the Executive and the Company, and the applicable Company equity incentive plan(s) and Notice(s) of Grant.

  • Unvested Common Shares Issued in Settlement of Performance Share Awards If the Executive terminates employment pursuant to Sections 6(b), 6(d) or 6(e)(i) after the Performance Share Vesting Date, the vesting of all Unvested Common Shares (as defined in the Performance Share Agreement) issued in settlement of the Performance Share Award shall be accelerated in full effective as of the date of such termination.

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