Exceptions to Representations and Warranties. Exceptions to Rep 8 ------------------- -------------------------------------------------------------------------------- Loans Description of Exception ----- ------------------------ -------------------------------------------------------------------------------- 010-1131 Walgreen's - Lancaster, OH The tenant has a right of first 010-1130 Walgreen's - Anderson, IN refusal to purchase the Mortgaged 010-1133 Walgreen's - Cincinnati, OH Property. The right of first refusal 010-1129 Walgreen's - Milford, OH is subordinate to the mortgage and is not exercisable in a foreclosure sale. -------------------------------------------------------------------------------- 010-1015 Medical Arts Building Several tenants have first rights to purchase their leased premises if the borrower elects to condominiumize the Mortgaged Property. The Mortgage Loan documents prohibit the borrower from converting the Property to a condominium. -------------------------------------------------------------------------------- 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 Representation 13 were in place at origination, and to Seller's actual knowledge, remain in place except as otherwise indicated in the exceptions to this Representation 13. -------------------------------------------------------------------------------- 010-1131 Walgreen's - Lancaster, OH For each Mortgage Loan listed to the 010-1130 Walgreen's - Anderson, IN left, the lender has accepted self 010-1133 Walgreen's - Cincinnati, OH insurance from the Walgreens tenant. 010-1129 Walgreen's - Milford, OH Although neither Walgreens nor the borrower is obligated under the Mortgage Loan documents to maintain business interruption or rental loss coverage under the terms of the lease, the tenant's obligation to pay rent does not abate after a casualty during xxe term of the mortgage loan and tenant is also responsible for effectuating the repair and restoration of the Mortgaged Property in accordance with the terms of the lease. ----------------------------------------------------------------------...
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.
(b) None of the representations or warranties of D&N or Republic contained in Article II shall be deemed untrue or incorrect, and no party shall be deemed to have breached its representations or warranties contained herein, as a consequence of the existence of any fact, circumstance or event if such fact, circumstance or event, individually or taken together with all other facts, circumstances or events, would not, or in the case of Section 2.8 is not reasonably likely to, have a material adverse effect or material adverse change on such party. As used in this Agreement, the term "material adverse effect" or "material adverse change" means an effect or change which (i) is materially adverse to the financial condition of a party and its respective Subsidiaries taken as a whole, (ii) significantly and adversely affects the ability of D&N or Republic to consummate the transactions contemplated hereby or to perform its material obligations hereunder or (iii) enables any person to prevent the consummation of the transactions contemplated hereby, provided however that any effect or change resulting from (A) actions or omissions of D&N or Republic contemplated by this Agreement or taken with the prior consent of the other party in contemplation of the transactions provided for herein (including, without limitation, conforming accounting adjustments and, in the case of Republic, the entering into and/or consummation of the "Contemplated Permitted Transaction" (as define...
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. Schedule 16 of the Master Agreement is hereby supplemented with Schedule 16.1 attached hereto.
Exceptions to Representations and Warranties. Exceptions to Representation 6 ------------------------------ -------------------------------------------------------------------------------- Loans Description of Exception ----- ------------------------ --------------------------------------------------------------------------------
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 3.01 attached to the Loan Agreement and the Mortgage Loan Agreement is hereby deleted in its entirety and replaced with Schedule 3.01 attached to this Schedule 1.
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. [***] 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. 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. With respect to Section 3.1.18: Where required by applicable law in connection with the change in Operating Lessee, the applicable Borrower is updating its liquor licenses to reflect the new operating lessee.
