ESCROW AND LEASING AGREEMENT Sample Clauses

ESCROW AND LEASING AGREEMENT. Seller and Buyer acknowledge that the Purchase Price is based, in part, on all of the GLA of the Project being leased and occupied by Tenants that have commenced payments of full base rent and common area charges and other additional rent payments pursuant to their respective leases. The current leased and occupancy level of the Project is, and on the Closing Date may be, less than all of the GLA of the Project and, accordingly, Seller and Buyer agree to enter into the Master Lease and Escrow and Leasing Agreement concurrently with the Closing. Pursuant to such Agreements, during the Subsequent Leasing Period Seller is to coordinate all leasing activities with respect to vacant space within the Project existing as of the Closing Date until Tenants for such space have commenced paying rent (the "Required Leasing Level"), including negotiation of leases and construction of tenant improvements. The amount to be deposited in the Escrow Account under the Escrow and Leasing Agreement shall be deposited into such Account on the Closing Date by Seller. The amount of the Escrow Account and the conditions for disbursement thereof will be set forth in the Escrow and Leasing Agreement.
Sample 1
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Related to ESCROW AND LEASING 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.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Operating Agreement The Borrower will not amend, modify, waive or terminate any provision of its operating agreement without the prior written consent of the Administrative Agent.

  • Escrow Agreement Purchaser and the Escrow Agent shall have executed and delivered the Escrow Agreement.

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

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

  • Escrow Arrangement The Company and the Purchaser shall enter into an escrow arrangement with Xxxxxxx Xxxxxx & Green, P.C. (the "Escrow Agent") in the Form of EXHIBIT B hereto respecting payment against delivery of the Shares.

  • Holdback Agreement (a) If (x) the Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Shares would materially adversely affect such offering, then, each Holder shall, to the extent not inconsistent with applicable law and unless such managing underwriter or underwriters otherwise agree, refrain from, directly or indirectly, effecting any public sale, distribution or short sale of any Registrable Shares (except as part of such underwritten offering) during the period beginning ten days prior to the effective date of such Registration Statement and continuing until the earliest of (A) the abandonment of such offering, (B) such period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration (but in no event in excess of 90 days following the effective date of any offering) and (C) the termination in whole or in part of any “hold back” period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a “Hold Back Period”); provided, that the Holders shall not be subject to the restrictions contained in this Section 4(a) unless each officer and director of the Corporation (regardless of the number of Shares then owned by such officer or director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such restrictions.

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date. As a condition to Closing, Buyer shall enter into the New Management Agreement and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement. Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement, and Seller and Buyer shall diligently pursue obtaining the same. As a condition to Buyer’s and Seller’s obligation to close under this Contract, Buyer and Manager shall agree, on or before the expiration of the Review Period, on the form and substance of the New Management Agreement.

  • Indemnity Escrow Agreement Sellers shall have executed and delivered to Buyer the Indemnity Escrow Agreement.

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