Consents Regarding 300 Madison Space Sharing Agreement Sample Clauses

Consents Regarding 300 Madison Space Sharing Agreement. The parties acknowledge that the consent of BFP 300 Madison II LLC, as landlord under the 300 Madison Lease (the "Consent") are required in connection with the transactions contemplated by the Service Agreement. Upon the execution of this Agreement, Seller shall cause CIBC Delaware Holdings Inc., as tenant under the 300 Madison Lease (the "Service Provider"), to use commercially reasonable efforts to obtain the Consent, in writing and in form and substance reasonably acceptable to Buyer. The Service Provider shall be obligated to pay to the landlord under the 300 Madison Lease any amounts specified in such lease as due and owing in connection with the consents necessary in connection with such use of space. In the event the Consent is not obtained on or prior to the Initial Closing Date, the Service Provider shall permit Buyer (or its designated Affiliate) to occupy the space that was intended to be demised by the Service Agreement (the "Space") and the Company shall indemnify Buyer and its Affiliates for any and all costs, expenses and damages (including, without limitation, the 300 Madison Liabilities) that may be incurred by Buyer and its Affiliates as the result of their occupancy of the Space without such Consent. In the event that the Service Provider is required to relocate Buyer and/or its Affiliates from the Space or if Buyer and its Affiliates (including employees of the Transferred C Business or Transferred O Businesses) are unable to occupy the portion of the demised premises contemplated by the Services Agreement, Seller Parent and the Company shall be required to provide Buyer and its Affiliates with alternative office and trading floor space within Manhattan ("Alternate Space") in accordance with the relocation provisions contemplated by the Services Agreement. Sellers will give Buyer prompt written notice of any notice or the filing of any Legal Proceeding challenging Buyer's or Buyer's Affiliates' right to occupy the Space.
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Related to Consents Regarding 300 Madison Space Sharing Agreement

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Reciprocal Easement Agreements (a) Neither Borrower, nor any other party is currently in default (nor has any notice been given or received with respect to an alleged or current default) under any of the terms and conditions of the REA, and the REA remains unmodified and in full force and effect;

  • Assignment of Management Agreement As additional collateral security for the Loan, Borrower conditionally transfers, sets over, and assigns to Lender all of Borrower’s right, title and interest in and to the Management Agreement and all extensions and renewals. This transfer and assignment will automatically become a present, unconditional assignment, at Lender’s option, upon a default by Borrower under the Note, the Loan Agreement, the Security Instrument or any of the other Loan Documents (each, an “Event of Default”), and the failure of Borrower to cure such Event of Default within any applicable grace period.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • AMENDMENT OF PARTNERSHIP AGREEMENT; MEETINGS; RECORD DATE Section 13.1 Amendments to be Adopted Solely by the General Partner. Each Partner agrees that the General Partner, without the approval of any Partner, may amend any provision of this Agreement and execute, swear to, acknowledge, deliver, file and record whatever documents may be required in connection therewith, to reflect:

  • Amendment to Employment Agreement The Employment Agreement is hereby amended as follows:

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Consulting Agreements The Corporation has entered into consulting agreements with the following parties: Party Effective Date

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