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; (b) All easements granted pursuant to the REA which were to have survived the site preparation and completion of construction (to the extent that the same has been completed), remain in full force and effect and have not been released, terminated, extinguished or discharged by agreement or otherwise; (c) All sums due and owing by Borrower to the other parties to the REA (or by the other parties to the REA to the Borrower) pursuant to the terms of the REA, including without limitation, all sums, charges, fees, assessments, costs, and expenses in connection with any taxes, site preparation and construction, non-shareholder contributions, and common area and other property management activities have been paid, are current, and no lien has attached on the Property (or threat thereof been made) for failure to pay any of the foregoing; (d) The terms, conditions, covenants, uses and restrictions contained in the REA do not conflict in any manner with any terms, conditions, covenants, uses and restrictions contained in any Lease or in any agreement between Borrower and occupant of any peripheral parcel, including without limitation, conditions and restrictions with respect to kiosk placement, tenant restrictions (type, location or exclusivity), sale of certain goods or services, and/or other use restrictions; and (e) The terms, conditions, covenants, uses and restrictions contained in each Lease do not conflict in any manner with any terms, conditions, covenants, uses and restrictions contained in the REA, any other Lease or in any agreement between Borrower and occupant of any peripheral parcel, including without limitation, conditions and restrictions with respect to kiosk placement, tenant restrictions (type, location or exclusivity), sale of certain goods or services, and/or other use restrictions.

  • 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.

  • Assignment Amendments Waiver and Contract Complete 032620-FDX

  • Interconnection Agreement Seller shall comply with the terms and conditions of the Interconnection Agreement.

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

  • 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 to Employment Agreement 2 of the Employment Agreement is amended and restated in its entirety to read as follows:

  • Revenue Sharing Agreement This Note is subject to the Company’s Revenue Sharing Agreement attached hereto as Exhibit B as if all the terms of the Revenue Sharing Agreement were set forth in this Note.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively: (a) represent the sum of the understandings and agreements between the Bank and the Borrower concerning this credit; (b) replace any prior oral or written agreements between the Bank and the Borrower concerning this credit; and (c) are intended by the Bank and the Borrower as the final, complete and exclusive statement of the terms agreed to by them. In the event of any conflict between this Agreement and any other agreements required by this Agreement, this Agreement will prevail.

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