Exceptions to Representations and Warranties. Exceptions to Rep 8 -------------------------------------------------------------------------------- Loans Description of Exception -------------------------------------------------------------------------------- 010-1149 Walgreen's - Chelmsford For each Mortgage Loan listed to the 010-1161 Walgreen's - Carrollton, GA left, a tenant has a right of first 010-1168 Northern Lights Crossings refusal to purchase the related 010-1170 Grenoble Shopping Center Mortgaged Property. The right of first refusal is subordinate to the mortgage and is not exercisable in a foreclosure sale. -------------------------------------------------------------------------------- Exceptions to Rep 11 -------------------------------------------------------------------------------- Loans Description of Exception -------------------------------------------------------------------------------- 010-1170 Grenoble Shopping Center Borrower is allowed to perform immediate repairs over a three year period, with specified repairs to be completed by June 30, 2005, June 30, 2006, and June 30, 2007. Therefore, the borrower was only required to deposit $40,000 at closing into an immediate repairs escrow, and thereafter to deposit $3,500 per month for 30 months into the immediate repairs escrow. The repairs to be completed by June 30, 2005 are estimated to cost $39,699 and the balance of the escrow at that time will be approximately $61,000. The repairs to be completed by June 30, 2006 are estimated to cost $36,542 and the balance of the escrow at that time will be approximately $61,000. The repairs to be completed by June 30, 2007 are estimated to cost $64,722 and the balance of the escrow at that time will be approximately $66,500. -------------------------------------------------------------------------------- 010-1172 Darden Restaurant (Pad) Lender did not require an engineering report as the Mortgaged Property consists of land only and the related borrower does not own the improvements. -------------------------------------------------------------------------------- Exceptions to Rep 13 -------------------------------------------------------------------------------- Loans Description of Exception -------------------------------------------------------------------------------- All Loans All insurance requirements specified under each Mortgage may not as of the date of origination or thereafter have been required to be satisfied in every respect; however, the coverages specifically enumerated in...
Exceptions to Representations and Warranties. Notwithstanding anything to the contrary in this Agreement, (i) Eldorado and Buyer agree and acknowledge that certain Governmental Approvals may be required to consummate the Transactions, (ii) Eldorado and Buyer shall cooperate with each other in accordance with the provisions of Section 8.5 hereof and (iii) so long as a party complies with its obligations under Section 8.5, the failure to obtain such Governmental Approvals shall not be a default by such party under this Agreement or a breach of such party’s respective representations or warranties.
Exceptions to Representations and Warranties. (a) On or before the date hereof, D&N has delivered to Republic and Republic has delivered to D&N its respective Disclosure Schedule setting forth, among other things, exceptions to any and all of its representations and warranties in Article II, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the Disclosure Schedule corresponding to a Section in Article II and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(b) and (ii) the mere inclusion of an exception in a Disclosure Schedule shall not be deemed an admission by a party that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change.
Exceptions to Representations and Warranties. 12.2.1: [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FIRST AMENDMENT TO COLLABORATION AGREEMENT This first amendment (the “First Amendment”) to the Agreement (as defined below), is entered into as of May 6, 2016 (the “Amendment Effective Date”), by and between Surface Oncology, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Surface”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Novartis”).
Exceptions to Representations and Warranties. None Sections 4(c) and (d). Exceptions to Environmental Covenants Relating to Hazardous Materials Used in the Ordinary Course of Indemnitor’s Business.
Exceptions to Representations and Warranties. Notwithstanding anything to the contrary in this Agreement, (a) Seller has advised Buyer that one or more of the Leases and easements listed on Schedule 7.3(d) may require consent to the assignment of such Lease or easement; (b) Seller shall use commercially reasonable efforts to obtain such consents on or prior to the Closing Date; and (c) the failure to obtain such consents shall not be a default by Seller under this Agreement or a breach of Seller’s representations or warranties hereunder; provided, however, that in no event shall this Section 7.3(d) vitiate any of the Net Lease Tenant’s responsibilities under the Net Lease, including, without limitation, the indemnification provisions set forth therein or the Net Lease Guarantor’s obligations under the Net Lease Guaranty.
Exceptions to Representations and Warranties. Exceptions to Representation 8 Loans Description of Exception ------------------------------------------------ ----------------------------- 010-1832 165 Ledge Street 010-1821 Comerica Ground Lease 010-1841 Gateway Croxxxxx Xxxxxx 000-1815 Spalding Station With respect to the Loans listed to the left, certain tenants have been granted a right of first refusal or offer to purchase their leased premises and/or the related Mortgaged Property, subject to certain terms and conditions contained in their leases. 010-1816 Marriott Courtyard - Boise, ID The related hotel xxxxxxxxxx has been granted a right of first refusal to purchase the Mortgaged Property subject to certain terms and conditions contained in the related franchise agreement. 010-1537 Snoqualmie Ridge Phase II 010-1833 Snoqualmie Ridge Phase V With respect to the Loans listed to the left, the previous owner of the related Mortgaged Property has the right to repurchase the applicable Mortgaged Property in the event construction of the related improvements is not completed in accordance with the requirements of the City of Snoqualmie, Washington. 010-1845 San Pedregal Apartments The related Mortgaged Property is subject to certain covenants, requiring, in order to avoid substantial penalties and other consequences of default, among other things, that the owner of the related Mortgaged Property cause each tenant to execute a disclosure statement acknowledging that such tenant in aware of the existing automobile sales and service facility ("Auto Facility") immediately adjacent to the related Mortgaged Property, and if any tenant occupying an apartment in an "Adjacent Building" at the related Mortgaged Property (which includes any building any portion of which is within 100 feet of the Auto Facility), object at any time to any aspect of the use or business conducted at the adjacent automobile sales and service facility, the owner and manager of the related Mortgaged Property must offer in good faith to relocate such tenant to the first available apartment with the same floor plan that is not within an Adjacent Building. 010-1813 Summerglen Apartments The related Mortgaged Property is subject to certain covenants pertaining to low income tax credit housing, including, among other things, covenants respecting renting to low income persons. Exceptions to Representation 13 Loans Description of Exception ------------------------------------------------ ----------------------------- All Loans All insurance req...
Exceptions to Representations and Warranties. Pursuant to Section 5(b) of the Amendment of which this Schedule is a part and is incorporated by reference herein, the Company has agreed to prepay the Notes in an aggregate principal amount equal to $3.5 million on or prior to March 31, 2010 in the event neither a Qualified Public Offering nor the sale of Xxxxxx City occurs. Such prepayment, in the absence of a waiver by each Noteholder regarding such optional prepayment on or prior to the date of prepayment, could be deemed a conflict under the terms of the Securities Purchase Agreement solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with such prepayment. The Company’s representations are qualified in their entirety by reference to such conflict described in Section 5(b) of the Amendment. To the knowledge of the Company, the failure of the Company to comply with the 5% Minimum Requirement in connection with the prepayment of the Notes contemplated by Section 5(b) of the Amendment would not result in the breach of any representation or warranty contained in Section 4 of the Securities Purchase Agreement, except with respect to Section 4.6(a)(i) thereof to the extent that Section 5(b) of the Amendment is deemed to constitute a conflict with the 5% Minimum Requirement set forth in the Securities Purchase Agreement.
Exceptions to Representations and Warranties. Schedule 16 to the Master Agreement is hereby supplemented with Schedule 16.1 attached hereto.
Exceptions to Representations and Warranties. Exceptions to Representation 8 ------------------------------ Loans Description of Exception ----- ------------------------
