Continuation of the Master Agreement Sample Clauses

Continuation of the Master Agreement. Seller shall cause the Master Agreement to continue in full force and effect for the remainder of the Initial Term of the Xxxxx Lease, and for the remainder of the Initial Term of the Xxxxx Lease, the KBS Primary Parties shall (i) cause Seller to remain in existence and in good standing, with no changes in the ownership thereof (except for the NFR Special Partner, as that term is defined in the Purchase Agreement) and (ii) take such action as shall be necessary to prevent Seller from being rendered insolvent or bankrupt, and to eliminate all liens or encumbrances on the assets of Seller. Seller shall not default in the performance of any of its obligations as the Master Landlord (as that term is defined under the Master Agreement) under the Master Agreement nor suffer or permit any event or occurrence, including, without limitation, the dissolution of Seller, which could or would result in the loss of any of Seller’s rights as the Master Landlord under the Master Agreement or would deprive Purchaser or any Purchaser Successor the benefit of its rights under this Agreement. Seller shall not amend the Master Agreement in any manner without the prior written consent of Purchaser, which consent Purchaser may grant or withhold in its sole and absolute discretion. Seller shall not assign, mortgage, pledge, or otherwise encumber any of its rights or obligations under the Master Agreement (or any of its other assets) until following the expiration of the Initial Term. During the term of the Master Agreement, Seller shall, from time to time, satisfy all liabilities of Seller as the same shall become due. At the closing under the Purchase Agreement, all monetary indebtedness of Seller shall be satisfied in full and all mortgages, security interests, pledges and other monetary liens encumbering the assets of Seller shall be released in full. At Purchaser’s request, Seller shall cause the current independent member of Seller’s general partner, First States Investors 3300 B GP, LLC, to be replaced by an entity or individual designated by Purchaser.
Sample 1
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Continuation of the Master Agreement a. Assignee Master Landlord shall cause the Master Agreement to continue in full force and effect for the remainder of the Initial Term of the Xxxxx Lease. b. Subject to the provisions of this Agreement, Assignee Master Landlord shall not default in the performance of any of its obligations as the Master Landlord (as that term is defined under the Master Agreement) under the Master Agreement. c. Assignee Master Landlord shall not amend the Master Agreement in any manner without the prior written consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed. d. Seller shall, reasonably promptly following Assignee Master Landlord’s request to do so, provide to Assignee Master Landlord all information, including, without limitation, all relevant Lease documents and correspondence, relating to all Xxxxx Other Property Leases and all Xxxxx Other Properties to the extent necessary or desirable in connection with the calculation of Available Termination Rights Area or the calculation and/or collection of any Excess Termination Rights Payment and to the extent such materials are in Seller’s possession or under Seller’s reasonable control. Seller shall promptly notify Assignee Master Landlord in writing at such time as Seller receives notice that any Xxxxx Other Property Lease is amended or terminated, and shall provide Assignee Master Landlord with true and correct copies of all documents evidencing the same reasonably promptly after Seller’s receipt of same. Seller acknowledges that to the extent Seller does not have or cannot otherwise provide to Assignee Master Landlord such information requested with respect to the Xxxxx Other Properties, such lack of information may likely damage the ability to obtain Excess Termination Rights Payments otherwise payable with respect to the Xxxxx Other Properties, and Assignee Master Landlord shall have no obligation or liability to Seller with respect to such damage. e. Assignee Master Landlord further covenants that it, as the “Assignee Master Landlord” under the Third Amendment, shall remain wholly-owned by (i) GAP Parent (as defined in the Third Amendment), or (ii) the current owners of NFR (as defined in the Third Amendment), or some combination thereof (provided, however, if Assignee Master Landlord shall be wholly-owned by the current owners of NFR, directly or indirectly, NFR shall be solely managed by NFR Parent (as defined in the Third Amendment)), except as may result from a transfer or...
Sample 1
Continuation of the Master Agreement. The Master Agreement shall remain in full force and effect and this Agreement and the Master Agreement shall be treated as one document so that, upon the Master Agreement being amended pursuant to Clause 2, all references to the Master Agreement shall be treated as references to that agreement as amended by this Agreement.
Sample 1

Related to Continuation of the Master Agreement

  • Continuation of Agreement This Agreement shall become effective for each Fund as of the date first set forth above and shall continue in effect for each Fund until August 1, 2010, unless sooner terminated as hereinafter provided, and shall continue in effect from year to year thereafter for each Fund only as long as such continuance is specifically approved at least annually (i) by either the Board of Directors or by the vote of a majority of the outstanding voting securities of such Fund, and (ii) by the vote of a majority of the Directors, who are not parties to the Agreement or interested persons of any such party, cast in person at a meeting called for the purpose of voting on such approval. The annual approvals provided for herein shall be effective to continue this Agreement from year to year if given within a period beginning not more than 90 days prior to August 1st of each applicable year, notwithstanding the fact that more than 365 days may have elapsed since the date on which such approval was last given.

  • Continuation of Services The Contractor shall work with the current Subcontractor prior to cancellation date to ensure all consumer needs are identified and appropriate placements and transportation needs, as applicable, have been arranged. The Subcontractor shall maintain communication with the Contractor on the process of transferring consumers until all consumers are placed.

  • Continuance of Agreement for Certain Purposes If any Party terminates this Agreement with respect to any Fund pursuant to Sections 6.1(b), 6.1(c), 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i) hereof, this Agreement shall nevertheless continue in effect as to any Shares of that Fund that are outstanding as of the date of such termination (the "Initial Termination Date"). This continuation shall extend to the earlier of the date as of which an Account owns no Shares of the affected Fund or a date (the "Final Termination Date") six (6) months following the Initial Termination Date, except that LIFE COMPANY may, by written notice shorten said six (6) month period in the case of a termination pursuant to Sections 6.1(d), 6.1(f), 6.1(g), 6.1(h) or 6.1(i).

  • Continuation of the Company The Company shall not be dissolved upon the occurrence of any event that is deemed to terminate the continued membership of a Member, but rather the Company shall continue without dissolution, and its affairs shall not be required to be wound up.

  • Continuation of Work Pending the resolution of any dispute or claim pursuant to this Article 11, the Parties agree that performance of all obligations will be pursued diligently.

  • Reinstatement and Continuation of Agreement If any Senior Priority Agent or Senior Priority Creditor is required in any Insolvency Proceeding or otherwise to turn over or otherwise pay to the estate of any Credit Party or any other Person any payment made in satisfaction of all or any portion of the Senior Priority Obligations (a “Senior Priority Recovery”), then the Senior Priority Obligations shall be reinstated to the extent of such Senior Priority Recovery. If this Agreement shall have been terminated prior to such Senior Priority Recovery, this Agreement shall be reinstated in full force and effect in the event of such Senior Priority Recovery, and such prior termination shall not diminish, release, discharge, impair, or otherwise affect the obligations of the Parties from such date of reinstatement. All rights, interests, agreements, and obligations of each Agent, each Senior Priority Creditor, and each Junior Priority Creditor under this Agreement shall remain in full force and effect and shall continue irrespective of the commencement of, or any discharge, confirmation, conversion, or dismissal of, any Insolvency Proceeding by or against any Credit Party or any other circumstance which otherwise might constitute a defense available to, or a discharge of, any Credit Party in respect of the Senior Priority Obligations or the Junior Priority Obligations. No priority or right of any Senior Priority Secured Party shall at any time be prejudiced or impaired in any way by any act or failure to act on the part of any Borrower or any Guarantor or by the noncompliance by any Person with the terms, provisions, or covenants of any of the Senior Priority Documents, regardless of any knowledge thereof which any Senior Priority Secured Party may have.

  • Continuation of Terms Upon any reorganization, consolidation, merger or transfer (and any dissolution following any transfer) referred to in this Section 3, this Warrant shall continue in full force and effect and the terms hereof shall be applicable to the Other Securities and property receivable on the exercise of this Warrant after the consummation of such reorganization, consolidation or merger or the effective date of dissolution following any such transfer, as the case may be, and shall be binding upon the issuer of any Other Securities, including, in the case of any such transfer, the person acquiring all or substantially all of the properties or assets of the Company, whether or not such person shall have expressly assumed the terms of this Warrant as provided in Section 4. In the event this Warrant does not continue in full force and effect after the consummation of the transaction described in this Section 3, then only in such event will the Company's securities and property (including cash, where applicable) receivable by the Holder of the Warrants be delivered to the Trustee as contemplated by Section 3.2.

  • Continuation of Obligations All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee is a director or officer of the Company, or is or was serving at the request of the Company as a director, officer, fiduciary, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, and shall continue thereafter so long as the Indemnitee shall be subject to any possible proceeding by reason of the fact that Indemnitee served in any capacity referred to herein.

  • Termination of the Contract 1. The Contractor may terminate the contract if the Partner has inadequately discharged or failed to discharge any of the contractual obligations, insofar as this is not due to force majeure, after notification of the Partner by registered letter has remained without effect for one month. 2. The Partner shall immediately notify the Contractor, supplying all relevant information, of any event likely to prejudice the performance of this contract.

  • CONTINUATION OF COMPANY In the event of an occurrence described in Section 1.04, if there is at least (1) one remaining Member, the remaining Member has the right to continue the business of the Company. The remaining Member’s successor, assignee, or transferee may continue the business of the Company, provided the successor, assignee, or transferee consents to the continuation in writing and submits any necessary filings to the office of the Secretary of State.

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