Houston Declaration Sample Clauses

Houston Declaration. The Houston Declaration shall have been recorded in the applicable public records of Hxxxxx County, Texas, in the form (with only minor changes) posted on the “CrescentConnect” website as of the Effective Date or as otherwise approved by Purchaser, and the lender with respect to the remainder of the applicable seller’s office properties in Greenway Plaza shall have consented thereto.
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Houston Declaration. Notwithstanding anything to the contrary in this Section 10.3, so long as such Party is not then in default under this Agreement or under an Other Purchase and Sale Agreement, (i) in the event that as of the initial Closing Date the condition to Closing with respect to the Houston Declaration as set forth in Sections 10.1(g) and 10.2 (e) of this Agreement has not been satisfied, either Party may, upon written notice to the other Party delivered on or before the original Closing Date, defer the Closing Date for the Asset and all Other Assets for an initial Deferral Period to provide additional time to satisfy such condition, and (ii) in the event that as of the Closing Date (as it has been extended for an initial Deferral Period in order to allow additional time to satisfy the condition to Closing with respect to the Houston Declaration as set forth in Sections 10.1(g) and 10.2 (e) of this Agreement) such condition has not been satisfied, either Party may, upon written notice to the other Party delivered on or before such Closing Date, defer the Closing Date for the Asset for a second Deferral Period to provide additional time to satisfy such condition. In the event the Parties have exercised their extension options under this Section 10.3(d) but the condition to Closing with respect to the Houston Declaration as set forth in Sections 10.1(g) and 10.2 (e) of this Agreement has not been satisfied as of (x) the Closing Date at the end of the first Deferral Period and neither Party has elected to extend the Closing Date for a second Deferral Period in order to provide additional time to cure such condition, or (y) the Closing Date at the end of the second Deferral Period if the Parties have elected to extend the Closing Date for a second Deferral Period in order to provide additional time to cure such condition, and this Agreement or the Other Purchase and Sale Agreement, as applicable to the Asset, shall terminate with respect to the Asset, except the provisions hereof or thereof which expressly survive termination, and Purchaser shall receive a refund of the Exxxxxx Money allocated to the Asset.
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Houston Declaration. For all purposes of the Agreement, the term “Houston Declaration” shall be amended to mean only that certain Declaration of Easements, Covenants, Conditions and Restrictions (the “Houston Declaration”), substantially in the form posted on Crescent Connect prior to the First Amendment Effective Date and with such changes thereto as are described in the Second Amendment to the Renaissance Houston Contract and approved by the applicable lenders prior to Closing.
Sample 1Sample 2
Houston Declaration a. For all purposes of the Agreement, the term “Houston Declaration” shall be amended to mean only that certain agreement (the “Houston Declaration”) captioned “Declaration of Easements, Covenants, Conditions and Restrictions,” in the form posted on the “CrescentConnect” website as of the Effective Date, but including the following amendments: (i) Section 4.4 thereof shall be amended to include the following sentence, immediately before the sentence that begins “Any Owner”: “Notwithstanding anything to the contrary in this Section 4.4 or elsewhere in this Declaration, any Project Component Lien shall be subordinate to the lien of any Mortgage; provided, however, that in the event of foreclosure of any Mortgage, although any Project Component Lien then in existence shall be subordinate to the lien of such Mortgage, any such Project Component Lien shall survive to secure future amounts that may become due and owing.” (ii) Section 11.1 thereof shall be amended to add the following two sentences at the end of such section: “Notwithstanding anything to the contrary in this Section 11.1, with regard to any amendment to this Declaration that would have a material adverse effect upon the economic operation of the hotel located on the Hotel Component (including but not limited to expense allocations and parking), this Declaration may be amended only by a written agreement executed by a Majority in Interest, consented to by the Owner of the Hotel Component, and recorded in the Real Property Records of Hxxxxx County, Texas, but each such amendment shall not be effective with respect to Mortgagees, except for future Mortgagees and those who sign or otherwise consent to such amendment. For the purposes of this Section 11.1, an amendment shall not be considered to have a ‘material adverse effect upon the economic operation of the hotel located on the Hotel Component’ if such amendment deals with the sale, leasing, development or redevelopment of another Building in the Project.” b. Section 13.1 of the Agreement is hereby amended to add the following section: Lender Approval of Certain Changes. Between the Second Amendment Effective Date and the Closing Date, Sellers shall use Commercially Reasonable Efforts to obtain lender approval with respect to the changes to the Houston Declaration requested by Purchaser as shown in the redlined version of the Houston Declaration that is attached to this Second Amendment as Exhibit Q. If Sellers are unable prior to the Closing Date...
Sample 1

Related to Houston Declaration

  • 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.

  • Operating Partnership Agreement The Operating Partnership Agreement, in substantially the form attached hereto as Exhibit B, shall have been executed and delivered by the partners of the Operating Partnership and shall be in full force and effect and, except as contemplated by Section 2.03 or the other Formation Transaction Documents, shall not have been amended or modified.

  • Student Agreement It is important that I work to the best of my ability. Therefore, I shall strive to do the following:

  • Partnership Agreements Each of the partnership agreements, declarations of trust or trust agreements, limited liability company agreements (or other similar agreements) and, if applicable, joint venture agreements to which the Company or any of its subsidiaries is a party has been duly authorized, executed and delivered by the Company or the relevant subsidiary, as the case may be, and constitutes the valid and binding agreement of the Company or such subsidiary, as the case may be, enforceable in accordance with its terms, except as the enforcement thereof may be limited by (A) the effect of bankruptcy, insolvency or other similar laws now or hereafter in effect relating to or affecting creditors’ rights generally or (B) the effect of general principles of equity, and the execution, delivery and performance of such agreements did not, at the time of execution and delivery, and does not constitute a breach of or default under the charter or bylaws, partnership agreement, declaration of trust or trust agreement, or limited liability company agreement (or other similar agreement), as the case may be, of the Company or any of its subsidiaries or any of the Agreements and Instruments or any law, administrative regulation or administrative or court order or decree.

  • Operating Agreements The Partnership has performed all of its obligations under each of the Operating Agreements and no fact or circumstance has occurred which, by itself or with the passage of time or the giving of notice or both, would constitute a material default under any of the Operating Agreements. The Partnership shall not enter into any new management agreement, maintenance or repair contract, supply contract, lease in which it is lessee or other agreements with respect to the Property, nor shall the Partnership enter into any agreements modifying the Operating Agreements, unless (a) any such agreement or modification will not bind the Acquiror or the Property after the date of Closing or (b) the Contributors have obtained the Acquiror's prior written consent to such agreement or modification, which consent shall not be unreasonably withheld or delayed.

  • Certificate of Limited Partnership The General Partner has caused the Certificate of Limited Partnership to be filed with the Secretary of State of the State of Delaware as required by the Delaware Act. The General Partner shall use all reasonable efforts to cause to be filed such other certificates or documents that the General Partner determines to be necessary or appropriate for the formation, continuation, qualification and operation of a limited partnership (or a partnership in which the limited partners have limited liability) in the State of Delaware or any other state in which the Partnership may elect to do business or own property. To the extent the General Partner determines such action to be necessary or appropriate, the General Partner shall file amendments to and restatements of the Certificate of Limited Partnership and do all things to maintain the Partnership as a limited partnership (or a partnership or other entity in which the limited partners have limited liability) under the laws of the State of Delaware or of any other state in which the Partnership may elect to do business or own property. Subject to the terms of Section 3.4(a), the General Partner shall not be required, before or after filing, to deliver or mail a copy of the Certificate of Limited Partnership, any qualification document or any amendment thereto to any Limited Partner.

  • Membership Agreement Membership in USA Gymnastics is a privilege and may be (i) denied, withheld, or non-renewed at any time by USA Gymnastics and/or (ii) suspended or terminated in accordance with USA Gymnastics’ bylaws, policies and standards. You agree that USA Gymnastics has the right to deny, withhold, non-renew, suspend or terminate your membership if you engage in any sexual misconduct, or if USA Gymnastics has reason to believe you pose a threat to the safety of athletes or other members. You have read, understand and agree to be bound by this Agreement, the USA Gymnastics bylaws, Safe Sport Policy, SafeSport Investigation & Resolution Procedures, and Code of Ethical Conduct. You are bound by all safe sport rules, policies and procedures whether published by USA Gymnastics or the U.S. Center for Safe Sport (“Center”), as well as all applicable state, federal, and local laws, including applicable criminal laws. You consent to the jurisdiction of the Center. Any discipline imposed by the Center or USA Gymnastics extends to your participation in all aspects of the Olympic Movement. You agree that any disciplinary measure, whether interim or final, whether imposed before or after the date of this Agreement, whether expired or in effect, may be posted on our website or otherwise publicly published and may include information identifying you and describing the misconduct alleged. You authorize USA Gymnastics and its members to disclose, in good faith, any information or honestly held opinions about you, including without limitation any membership records, USA Gymnastics SafeSport or Center information, or other disciplinary information, with any current or potential employer of yours. You further agree that USA Gymnastics may disclose any information provided by, or about, you as USA Gymnastics determines is reasonably necessary to comply with any law, regulation, legal process, or any request by any governmental body or agency, the Center, or the United States Olympic and Paralympic Committee (“USOPC”). TO THE MAXIMUM EXTENT ALLOWED BY LAW, YOU FOREVER RELEASE AND DISCHARGE USA GYMNASTICS AND/OR ITS MEMBERS FROM ANY AND ALL LOSS, LIABILITY, DAMAGE OR CLAIM OF ANY KIND OR NATURE, WHETHER KNOWN OR UNKNOWN, WHETHER IN LAW OR IN EQUITY, WHETHER NOW EXISTING OR ACCRUING IN THE FUTURE, ARISING OUT OF OR IN CONNECTION WITH ANY INFORMATION OR OPINIONS DISCLOSED IN ACCORDANCE WITH THIS SECTION.

  • Condominium Documents (a) Borrower shall observe and perform each and every material term to be observed or performed by Borrower as the owner of Condominium Property under the Condominium Documents. (b) Subject to Borrower’s right to contest the same in accordance with the express terms and conditions hereof and of the other Loan Documents and of the Condominium Documents, if any, Borrower shall promptly pay all Assessments imposed pursuant to the Condominium Documents when the same become due and payable with respect to the Condominium Property. Borrower shall deliver to Lender, promptly upon request, evidence satisfactory to Lender that the Assessments have been so paid and are not delinquent with respect to the Condominium Property. (c) Lender shall have the rights and privileges which Borrower has as though Lender were in fact the owner of the Condominium Property, which rights and privileges shall include, without limitation, all voting rights accruing to Borrower under the terms of the Condominium Documents. Upon the occurrence and during the continuance of an Event of Default, Lender may vote in place of Borrower and may exercise any and all of said rights. Borrower hereby irrevocably appoints Lender as its attorney-in-fact, coupled with an interest to vote as Borrower’s proxy and to act with respect to all of said rights so long as such Event of Default continues hereunder. Notwithstanding anything contained herein to the contrary, nothing contained herein or otherwise shall render Lender liable for any Assessments. (d) The Trustee shall at all times be a financial institution or trust company having a long-term credit rating of not less than “A” or its equivalent by S&P and Xxxxx’x. (e) Borrower shall promptly deliver to Lender a true, complete and correct copy of all notices of default received by Borrower with respect to any obligation or duty of Borrower under the Condominium Documents.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Certificate of Formation The execution of the Certificate of Formation and the filing thereof in the office of the Secretary of State of the State of Delaware are hereby ratified, confirmed and approved.

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