Governmental Changes. In the event that any rules, regulations, oral or written interpretations or Comments (as defined in the Debenture Registration Rights Agreement) from the SEC, NASD, NYSE, NASDAQ or other governing or regulatory body, prohibit or hinder any operation of this Subscription Agreement or the other Transaction Documents, the parties hereto hereby agree that those specific terms and conditions shall be negotiated in good faith on similar terms within five (5) business days, and shall not alter, diminish or affect any other rights, duties, obligations or covenants in Transaction Documents and that all terms and conditions will remain in full force and effect except as is necessary to make those specific terms and conditions comply with applicable rule, regulation, interpretation or Comment. Failure for the Company to agree to on such new terms as necessary to achieve the intent of the original documents shall constitute and Event of Default as outlined in Article 6 in the Debenture and accordingly the Holder may elect to take actions as outlined in the Debenture and the other Transaction Documents.

Governmental Changes. Seller has no actual knowledge of any plan, study or effort of any governmental authority or agency which could be reasonably anticipated by Seller to have a material adverse effect on the use of the Property, or any material portion of the Property, for its intended uses.

Governmental Changes. In the event that any rules, regulations, interpretations or Comments (as defined in the Debenture Registration Rights Agreement between the Holder and the Company of this date) from the SEC hinder any operation of this Agreement or the underlying Transaction Documents, the Parties hereby agree that the terms and conditions shall be modified on similar terms within five (5) business days of such notice. Failure for the Company to agree to on such new terms, shall constitute and Event of Default as outlined in Article 6 in the Debenture Agreement between the Company and the Holder of this date, may elect to take actions as outlined in the Debenture.

Governmental Changes. The limitation on increases of Real Estate Taxes set forth in Section 6.b(iv) shall not apply to any increases resulting from (1) governmental changes in the manner of determining the amount of the Real Estate Taxes due (E.G., governmental changes resulting from (A) determination that Proposition 13, and the applicable provisions of the California Constitution (E.G., Article XIII), are unconstitutional or (B) increases, above two percent (2%), in the permitted annual percentage rate of increase in the "full cash value", as defined in Article XIII.A, Section 2 of the California Constitution), (2) any change described in the second sentence of Section 6.b(i) hereof, (3) any expenses described in the third sentence of Section 6.b(i) hereof, and (4) as a result of any tenant improvements, but only to the extent of Eight Dollars ($8.00) per rentable square foot of such improvements.

Governmental Changes. Notwithstanding anything else to the contrary contained herein, in the event that any *** or *** or *** any *** or *** that *** or *** any *** to the Buyer for the Designated Location(s), Buyer at its sole discretion, may in whole or in part, unilaterally terminate this Agreement for the affected Designated Location(s) (each a “Terminated Location”). Prior to unilaterally terminating this Agreement for the affected Designated Location(s) pursuant to the terms of this paragraph, Buyer and Seller shall meet and discuss alternatives to termination. In the event that Buyer and Seller are not able to agree upon an alternative to termination, all of each parties’ rights, duties and obligations under this Agreement related to such Terminated Location(s) shall terminate and be of no further force and effect. Buyer may only exercise this right within thirty (30) days of the effective date of the elimination and/or reduction in the credit. Should any *** or *** in a manner that *** or *** (in each party’s sole judgment), Buyer and Seller agree to a good faith effort to renegotiate the terms and conditions of this Agreement to account for such change. Should that renegotiation be unsuccessful, then the *** party may, at its sole discretion, *** this Agreement for the affected Designated Location(s). In the event a *** party makes such an election, all of each parties’ rights, duties and obligations under this Agreement related to such *** Location(s) shall *** and be of no further force and effect ten (10) days after such party provides written notice to the other party that it does not believe in good faith that efforts to renegotiate the Agreement will be successful. In the event that any ***, or *** a *** only ***, or specifically related to the *** of *** for the ***, Buyer and Seller agree to a good faith effort to renegotiate the terms and conditions of this Agreement to account for such change. Should that renegotiation be unsuccessful, then Buyer at its sole discretion, may in whole or in part, *** this Agreement for the affected Designated Location(s) on sixty (60) days prior written notice. In the event Buyer makes such an election, all of each parties’ rights, duties and obligations under this Agreement related to such *** Location(s) shall *** and be of no further force and effect at the later of the effective date of such *** or the end of said sixty (60) day notice period. In the event that any *** or *** or ***, *** or *** that *** or *** the *** of **...

Governmental Changes. In the event that any changes to the Drawings are required by Legal Requirements, Permitted Exceptions and/or by any Governmental Authorities (collectively, a “Governmental Change”), Landlord shall consult with Tenant to determine if Landlord shall file for a variance or waiver of such Governmental Change or whether Landlord shall implement any such Governmental Change to the Drawings with Tenant’s consent, not to be unreasonably withheld, conditioned, or delayed. Landlord shall provide Tenant with notice of such changes and reasonably detailed drawings of such Governmental Changes. The cost of pursuing any variance or waiver of a Governmental Change pursuant to this Section 8.1 shall be the sole responsibility of Tenant. The period of time required to implement or to pursue any variance or waiver of a Governmental Change shall constitute an Force Majeure Delay.

Related to Governmental Changes

Governmental Compliance The Tenant Improvements shall comply in all respects with the following: (i) the Code and other state, federal, city or quasi-governmental laws, codes, ordinances and regulations, as each may apply according to the rulings of the controlling public official, agent or other person; (ii) applicable standards of the American Insurance Association (formerly, the National Board of Fire Underwriters) and the National Electrical Code; and (iii) building material manufacturer’s specifications.
Governmental Consent No governmental orders, permissions, consents, approvals or authorizations are required to be obtained by the Company that have not been obtained, and no registrations or declarations are required to be filed by the Company that have not been filed in connection with, or, in contemplation of, the execution and delivery of, and performance under, the Transaction Documents, except for applicable requirements, if any, of the Securities Act, the Exchange Act or state securities laws or “blue sky” laws of the various states and any applicable federal or state banking laws and regulations.
Governmental Consents, etc No authorization, consent, approval, license or exemption of or registration, declaration or filing with any Governmental Authority, is necessary for the valid execution and delivery of, or the incurrence and performance by the Company of its obligations under, any Loan Document to which it is a party, except those that have been obtained and such matters relating to performance as would ordinarily be done in the ordinary course of business after the Execution Date.
Governmental Consents No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the consummation by the Company of any other transactions contemplated hereby.
Governmental Consent, etc No permit, consent, approval or authorization of, or declaration to or filing with, any governmental authority is required in connection with the execution, delivery and performance by the Company of this Agreement or the other agreements contemplated hereby, or the consummation by the Company of any other transactions contemplated hereby or thereby.
No Governmental Consents No governmental, administrative or other third party consents or approvals are required, necessary or appropriate on the part of Subscriber in connection with the transactions contemplated by this Agreement.
Governmental Authorizations means all approvals, concessions, consents, franchises, licenses, permits, plans, registrations and other authorizations of each applicable Authority.
Governmental Charges Seller shall pay or cause to be paid all taxes imposed by any Governmental Authority (“Governmental Charges”) on or with respect to the Product or the Transaction arising at the Delivery Point, including, but not limited to, ad valorem taxes and other taxes attributable to the Project, land, land rights or interests in land for the Project. Buyer shall pay or cause to be paid all Governmental Charges on or with respect to the Product or the Transaction from the Delivery Point. In the event Seller is required by Law or regulation to remit or pay Governmental Charges which are Xxxxx’s responsibility hereunder, Xxxxx shall reimburse Seller for such Governmental Charges within thirty (30) days of Notice by Seller. If Buyer is required by Law or regulation to remit or pay Governmental Charges which are Seller’s responsibility hereunder, Buyer may deduct such amounts from payments to Seller with respect to payments under the Agreement; if Buyer elects not to deduct such amounts from Seller’s payments, Seller shall reimburse Buyer for such amounts within thirty (30) days of Notice from Buyer. Nothing shall obligate or cause a Party to pay or be liable to pay any Governmental Charges for which it is exempt under the Law. A Party that is exempt at any time and for any reason from one or more Governmental Charges bears the risk that such exemption shall be lost or the benefit of such exemption reduced; and thus, in the event a Party’s exemption is lost or reduced, each Party’s responsibility with respect to such Governmental Charge shall be in accordance with the first four sentences of this Section.
Compliance; Governmental Authorizations The Seller has complied in all material respects with all applicable Federal, state, local or foreign laws, ordinances, regulations and orders. The Seller has all Federal, state, local and foreign governmental licenses and permits necessary in the conduct of the Subject Business the lack of which would have a material adverse effect on the Buyer's ability to operate the Subject Business after the Closing on substantially the same basis as presently operated, such licenses and permits are in full force and effect, no violations are or have been recorded in respect of any thereof and no proceeding is pending or threatened to revoke or limit any thereof. None of such licenses and permits shall be affected in any material respect by the transactions contemplated hereby.
Governmental Agencies Subject to Section 7.8, each party may communicate with any governmental agency, including but not limited to governmental agencies responsible for granting regulatory approval for the Products, regarding the Products if, in the opinion of that party’s counsel, the communication is necessary to comply with the terms of this Agreement or the requirements of any law, governmental order or regulation. Unless, in the reasonable opinion of its counsel, there is a legal prohibition against doing so, a party will permit the other party to accompany and take part in any communications with the agency, and to receive copies of all communications from the agency.

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