Sales and Lease-Backs No Credit Party shall, nor shall it permit any of its Subsidiaries to, directly or indirectly, become or remain liable as lessee or as a guarantor or other surety with respect to any lease of any property (whether real, personal or mixed), whether now owned or hereafter acquired, which such Credit Party (a) has sold or transferred or is to sell or to transfer to any other Person (other than Holdings or any of its Subsidiaries), or (b) intends to use for substantially the same purpose as any other property which has been or is to be sold or transferred by such Credit Party to any Person (other than Holdings or any of its Subsidiaries) in connection with such lease.
The Concession 3.1.1 Subject to and in accordance with the provisions of this Agreement, the Applicable Laws and the Applicable Permits, Maha-Metro hereby grants to the Concessionaire the concession set forth herein including the exclusive right, licence and authority to develop/construct, operate and maintain the Project (the “Concession”) for a period of 60 (sixty) years commencing from the Effective Date, and the Concessionaire hereby accepts the Concession and agrees to implement the Project subject to and in accordance with the terms and conditions set forth herein; 3.1.2 Subject to and in accordance with the provisions of this Agreement, the Concession hereby granted shall oblige or entitle (as the case may be) the Concessionaire to: (a) Right of Way, access and lease rights to the Project Site for the purpose of and to the extent conferred by the provisions of this Agreement; (b) to design, engineer, finance, procure and construct the Project; (c) manage, operate and maintain the Project and regulate the use thereof by third parties; (d) demand, collect and appropriate revenue from the Users for using the Project Assets or any part thereof; (e) perform and fulfil all the Concessionaire’s obligations under and in accordance with this Agreement; (f) bear and pay all costs, expenses and charges in connection with or incidental to the performance of the obligations of the Concessionaire under this Agreement; and (g) neither assign, transfer or sublet or create any lien or Encumbrance on this Agreement, or the Concession hereby granted or on the whole or any part of the Project nor transfer, lease or part possession thereof, save and except as expressly permitted by this Agreement. 3.1.3 The Concession Period shall commence on the Effective Date and shall end on the Transfer Date.
Operating Leases Incur any obligation to pay rent under an operating lease in any Fiscal Year if to do so would result in the aggregate obligation of Borrower and its Subsidiaries to pay rent under all operating leases in that Fiscal Year to exceed $4,000,000.
Notice of Sales of Oil and Gas Properties In the event the Borrower or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 9.12, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender.
Alcoholic Beverages Costs of alcoholic beverages are unallowable.
Project or Building Name and Signage Landlord shall have the right at any time to change the name of the Project or Building and to install, affix and maintain any and all signs on the exterior and on the interior of the Project or Building as Landlord may, in Landlord’s sole discretion, desire. Tenant shall not use the name of the Project or Building or use pictures or illustrations of the Project or Building in advertising or other publicity or for any purpose other than as the address of the business to be conducted by Tenant in the Premises, without the prior written consent of Landlord.
Sub-licensing CytRx shall be entitled to grant sub-licences of its rights under the terms and conditions of Clause 2.1 of this Agreement to any person, provided that: (a) the sub-licence shall include performance and financial obligations on the sub-licensee which are at least equivalent to the obligations on CytRx under this Agreement; (b) the sub-licence shall continue following the termination of this Agreement for any reason as a licence between ICIL and the sub-licensee pursuant to clause 14.5.2, provided that if the royalties and other consideration provided for in the sub-licence are less that that provided for in this Agreement such royalties or other consideration shall be increased to be the same as provided for in this Agreement and further provided that the sub-licensee agrees in writing to such new financial terms and to the substitution of CytRx by ICIL; (c) within thirty (30) days of the grant of any sub-licence CytRx shall provide to ICIL a summary of the material terms of the sub-licence and a written agreement from the sub-licensee to be bound by the provisions of this Agreement to the extent applicable; (d) except in the case of the continuation of the licence pursuant to Clause 2.5(b) CytRx shall be responsible for any breach of the sub-licence by the sub-licensee, as if the breach had been that of CytRx under this Agreement, and CytRx shall indemnify ICIL against any loss, damages, costs, claims or expenses which are awarded against or suffered by ICIL as a result of any such breach by the sub-licensee; and (e) no sub-licence shall carry any right to sub-sub-licence all of the rights granted to CytRx under this Agreement without the consent of ICIL (such consent not to be unreasonably withheld) save that a sub-licence can be sub-licensed for the purposes of manufacture or co-marketing without the consent of ICIL.
Minerals The seller’s share of minerals (if any) will NOT transfer with the surface at closing.
Concession A concession by the Borrower, after applicable notice and cure periods, under any one or more obligations in an aggregate monetary amount in excess of $100,000.
Minimum Consolidated EBITDA The Borrower will not permit Modified Consolidated EBITDA, for any Test Period ending at the end of any fiscal quarter of the Borrower set forth below, to be less than the amount set forth opposite such fiscal quarter: Fiscal Quarter Amount September 30, 1997 $36,000,000 December 31, 1997 $36,000,000 March 31, 1998 $36,000,000 June 30, 1998 $37,000,000 September 30, 1998 $37,000,000 December 31, 1998 $38,000,000 March 31, 1999 $38,000,000 June 30, 1999 $39,000,000 September 30, 1999 $40,000,000 December 31, 1999 $41,000,000 March 31, 2000 $41,000,000 June 30, 2000 $42,000,000 September 30, 2000 $43,000,000 December 31, 2000 $44,000,000 March 31, 2001 $44,000,000 June 30, 2001 $45,000,000 September 30, 2001 $46,000,000 December 31, 2001 $47,000,000 March 31, 2002 $47,000,000
