LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018
Appears in 2 contracts
Samples: Office Lease Agreement (Dermavant Sciences LTD), Office Lease Agreement (Dermavant Sciences LTD)
LIST OF EXHIBITS. All exhibits EXHIBIT A The Premises EXHIBIT A-1 The Project EXHIBIT B Work Letter EXHIBIT C Standards for Utilities and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit Services EXHIBIT D - Building Rules and Regulations Exhibit EXHIBIT E - Form of Confirmation of Parking Rules and Regulations EXHIBIT F Commencement Date Letter Exhibit F - Form Memorandum EXHIBIT G Sublease Agreement THIS LEASE is made as of September 1, 2006, by and between THE XXXXXXX FAMILY TRUST DATED OCTOBER 30, 1989 (“Landlord”), and RIMINI STREET, INC., a Nevada corporation (“Tenant”). Landlord hereby leases to Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right and Tenant hereby leases from Landlord Suite Number Suite 246 (the “Premises”) outlined on the floor plan attached hereto and marked EXHIBIT A, the Premises being agreed, for the purposes of First Refusal Exhibit J - Letter this Lease, to have an area of Credit Exhibit K - Moisture approximately 1,794 rentable square feet and Mold Control Instructions Exhibit L - Option being situated on the second floor of that certain office building located at 0000 Xxxx Xxxxxx Parkway, Pleasanton, California (the “Building”), and part of a one building complex (the “Project”) more particularly described in EXHIBIT A-1 attached hereto. The Project contains approximately sixty nine thousand five hundred eighty eight (69,588) square feet of space. Landlord and Tenant agree that said letting and hiring is upon and subject to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEthe terms, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERcovenants and conditions herein set forth. Tenant covenants, ANDas a material part of the consideration for this Lease, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINto keep and perform each and all of said terms, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This covenants and conditions for which Tenant is liable and that this Lease is executed on made upon the respective dates set forth below, but for reference purposes, this Lease shall be dated as condition of such performance. Prior to the commencing of the date first above writtenterm of this Lease, Landlord shall cause the Premises to be improved by the Tenant Improvements described in the Work Letter marked EXHIBIT B attached hereto. If Except as expressly provided to the execution date is left blankcontrary in this Lease, this Landlord shall not be required to make any expenditure, incur any obligation, or incur any liability of any kind whatsoever in connection with the Lease shall be deemed executed as or the ownership, construction, maintenance, operation or repair of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018Premises or the Project.
Appears in 2 contracts
Samples: Office Lease (Rimini Street, Inc.), Office Lease (Rimini Street, Inc.)
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Opinion of Company's Counsel EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet 37 FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: Ladies and attachments attached hereto Gentlemen: We are incorporated herein counsel to _________________, a __________ corporation (the "Company"), and have represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by this reference. Exhibit A - Outline and among the Company and ____________ (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of Premises Exhibit B - Operating Coststhe Company's common stock, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed without par value per share (the "Common Stock") on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _______ 2013 the Company filed a Registration Statement on Form S-___ (File No. 333-_______) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that [a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective] [the Registration Statement has become effective] under the 1933 Act at [enter the time of effectiveness' on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC's staff, no stop order suspending its effectiveness has been issued and no proceedings for reference purposesthat purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, [Company Counsel] Date: RE: Put Notice Number ____ Dear Xx. Xxxxxx, This is to inform you that as of today, ___________, a _________ corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Kodiak Capital Group, LLC to purchase shares of its common stock. The Company hereby certifies that: The amount of this Lease shall be dated put is $ ________. The Pricing Period runs from __________ until ________. The current number of shares issued and outstanding as of the date first above written. If Company are: The number of shares currently available for issuance on the execution date is left blankS-1 for the Equity Line are; ______________________________ Regards, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution __________________ Date: 3/22/18 TENANTDear Mr. ______________, Pursuant to the Put given by ____________________________ to Kodiak Capital Group, LLC on ____________ 2013 we are now submitting the amount of common shares for you to issue to Kodiak. Please have a certificate bearing no restrictive legend totaling _________ shares issued to Kodiak Capital Group, LLC immediately and send via DWAC to the following account: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19XXXXXXXXXXXXXXXXXXX Once these shares are received by us, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018we will have the funds wired to the Company. Regards,
Appears in 2 contracts
Samples: Investment Agreement (Greenkraft, Inc.), Investment Agreement (Sunrise Global Inc.)
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet See attached. Date: __________ [TRANSFER AGENT] Re: NaturalShrimp Incorporated, Ladies and attachments attached hereto Gentlemen: We are incorporated herein counsel to NaturalShrimp Incorporated, a ____________ Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by this reference. Exhibit A - Outline and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Premises Exhibit B - Operating Coststhe Company’s common stock, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed $___ par value per share (the “Common Stock”) on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but for reference purposesthe Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, this Lease shall be dated among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the date first above written. If SEC's staff has advised us by telephone that the execution date is left blankSEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, this Lease shall be deemed executed as 20__ and we have no knowledge, after telephonic inquiry of a member of the date first written above. LANDLORD: AB/VWP BFC OWNERSEC's staff, LLCthat any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018:
Appears in 2 contracts
Samples: Equity Financing Agreement (NaturalShrimp Inc), Equity Financing Agreement (NaturalShrimp Inc)
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Escrow Release Statement See attached FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Transfer Agent: _________________ Address: _______________________ _______________________________ Attn: __________________________ Email: _________________________ Re: The 4 Less Group, Inc. Ladies and attachments attached hereto Gentlemen: We are incorporated herein counsel to The 4 Less Group, Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Standby Equity Commitment Agreement (the “Investment Agreement”) entered into by this reference. Exhibit A - Outline and among the Company and GC Investments I, LLC (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Premises Exhibit B - Operating Coststhe Company’s common stock, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed with no par value per share (the “Common Stock”) on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but for reference purposesthe Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, this Lease shall be dated among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on __________, 20___, the Company filed a Registration Statement on Form S-1 (File No. -__________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the date first above written. If SEC’s staff has advised us by telephone that the execution date is left blankSEC has entered an order declaring the Registration Statement effective under the 1933 Act at _____on _____, this Lease shall be deemed executed as 20__ and we have no knowledge, after telephonic inquiry of a member of the date first written aboveSEC’s staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC, and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement. LANDLORD: AB/VWP BFC OWNERVery truly yours, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution [Company Counsel] Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018:
Appears in 1 contract
Samples: Standby Equity Commitment Agreement (4Less Group, Inc.)
LIST OF EXHIBITS. All The following exhibits and attachments attached hereto are fully incorporated herein into this Agreement by this reference. : Exhibit A - Outline Uniform General Conditions for University of Premises Texas System Building Construction Contracts Exhibit B - Operating Costs, Taxes and Insurance OFPC Standard Front End Documents Exhibit C - Tenant Finish-Work Allowable General Conditions Line Items Exhibit D - Building Rules Guaranteed Maximum Price Proposal Form Attachment 1 to Exhibit D - Guidelines for the Preparation of the GMP Attachment 2 to Exhibit D - Payment and Regulations Performance Bonds Exhibit E - Form of Confirmation of Commencement Date Letter Security Bond Exhibit F - Form of Tenant Estoppel Certificate Construction Manager’s Personnel and Monthly Salary Rate Exhibit G - Parking Constructability Implementation Program Exhibit H - Telecommunications Policy on Utilization, Historically Underutilized Businesses Exhibit I - Right of First Refusal HUB Subcontracting Plan for Pre-Construction Phase Services Exhibit J - Letter of Credit Additional Services Proposal DRAFT Exhibit K - Moisture K- Amendments when using BIM Process --OPTIONAL- DRAFT BY SIGNING BELOW, the Parties have executed and Mold Control Instructions Exhibit L - Option bound themselves to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated Agreement as of the date day and year first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD(SEAL) ATTEST: AB/VWP BFC OWNER, LLC, a Delaware limited liability company (Construction Manager) By: /s/ Xxxxxx X Xxxxxxx (original signature) By: (original signature) (name and title typed) Date: (name and title typed) CONTENT APPROVED: Capital Planning and Construction The University of Texas at Austin By: Director Date By: Contracts Manager Date Campus Planning and Project Management The University of Texas at Austin THE UNIVERSITY OF TEXAS AT AUSTIN (Owner) By: (original signature) Name: Xxxxxx X Xxxxxxx X. Xxxxxx, Ph.D. Title: VP Execution President Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018original signature) Name: Xxxxx Xxxxxxxx X. Xxx Title: Associate Vice President Financial and Administrative Services The University of Texas at Austin By: (original signature) Name: Xxxxxxx Xxxxxxx Title: Senior Vice President, Chief Financial Officer DRAFT UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS
1. Special Conditions with Attachments
a. Attachment “A” – Prevailing Wage Rate Determination
b. Attachment “B” – Project Sign Layout
c. Attachment “C: - Weather Days (OPTIONAL UT AUSTIN ONLY) 2. Project Insurance Section 00 73 16 3. Project Administration Requirements Section 01 31 00 4. Project Planning and Scheduling Section 01 32 00 5. Project Safety Requirements Section 01 35 23 6. Project Quality Control Section 01 45 00 7. Temporary Storm Water Pollution Controls Section 01 57 23 8. Project Closeout Procedures Section 01 77 00 9. General Commissioning Requirements Section 01 91 00 DRAFT 10. Cast Bronze Dedicatory Building Plaque Section 10 14 16.11 These costs not allowed in the Cost of Work category On-Site Project Management Staff Safety Coordinator/Assistant(s) CPM Scheduler Project Executive Superintendent(s) Office Engineer(s) Project Manager(s) Project Expeditor(s) Project Support Staff Assistant Superintendent(s) Out-of-State Project Specific Travel* Commissioning Coordinator Bonds and Insurance Builder’s Risk Insurance General Liability Insurance (unless ROICP) Payment and Performance Bonds (not trade contractors or subcontractors bonds) Other Project Insurance as Required by Contract (not subcontractor default insurance program costs) DRAFT Temporary Project Utilities Dumpsters Project Water Project Electricity Temporary Toilets Monthly Hardwire Telephone / Internet Service Temporary Fire Protection Street Rental and Barricades Telephone / Internet System Installation Fencing and Covered Walkways Temporary Water Distribution and Meters Temporary Electrical Distribution and Meters Site Erosion Control (BMP) and Project Entrance(s) Field Offices & Chief Operating Officer Execution Date: Mar 19, 2018Office Supplies Partnering Costs First Aid Supplies Job Photos/Videos Reprographic Services Project Specific Signage Monthly Office Supplies Postage/Special Shipping Remote Parking Expenses Project/As-Built Drawings Project Reference Manuals Project Milestone Event(s)* Security System/Watchman Move-In/Out and Office Setup Safety Material and Equipment Employee Identification System Drinking Water and Accessories Small Tools and Storage Trailers Office Clean-Up/Janitorial Services Monthly Office Trailer Rental Costs Mobilization and Demobilization (Equipment Only) * Specific justification and all estimated costs shall be submitted and approved by the Owner prior to any travel or event.
Appears in 1 contract
Samples: Construction Manager Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline Addresses of Premises Members Exhibit B - Operating Costs, Taxes and Insurance Initial Capital Contributions Exhibit C - Tenant Finish-Work Assignment of Ownership Interest Exhibit D - Building Rules and Regulations Transferee’s Agreement Exhibit E - Arbitration Agreement Exhibit F Initial Four Year Plan Exhibit G First Year Cap Ex Budget Exhibit H First Year Operating Budget Exhibit I Form of Confirmation of Commencement Date Letter GCI Services Agreement Exhibit F - J Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Facilities and Network Use Agreement Exhibit K - Moisture and Mold Control Instructions Acceptable Use Policy Exhibit L - Option Commercially Sensitive Information Policies and Procedures Exhibit M Example Connection Attrition Adjustments Calculations Exhibit N-1 ACS Applicable Regulatory Exchanges Exhibit N-2 GCI Applicable Regulatory Exchanges Exhibit O ACS Services Agreement Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEa request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. [a] if to the Initial GCI Member or to the GCI CEO as a Board member, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERto: General Communication, ANDInc. 0000 Xxxxxx Xxxxxx, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN#0000 Xxxxxxxxx, TENANT SHALL CONTINUE TO PAY THE RENTXxxxxx 00000 Attention: General Counsel Facsimile: 000-000-0000 With a copy to: Xxxxxxx & Xxxxxx L.L.C. 000 Xxxxxxxxxxx Xxxxxx, WITHOUT ABATEMENTXxxxx 0000 Xxxxxx, DEMANDXxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx, SETOFF OR DEDUCTIONEsq. Facsimile: (000) 000-0000 [b] if to the Initial ACS Member or to the ACS CEO as a Board member, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDERto: Alaska Communications Systems Group, WHETHER EXPRESS OR IMPLIEDInc. 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxx 00000 Attention: General Counsel Facsimile: 000-000-0000 With a copy to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Facsimile: (000) 000-0000 Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. This Lease is executed on The Initial Capital Contributions by the respective dates set forth below, but for reference purposes, this Lease shall be dated GCI Member consist of (1) the Purchased Assets (as defined in the Contribution Agreement) and (2) the GCI Assets (as defined in the Contribution Agreement). The Initial Capital Contributions by the ACS Member consist of the date first above writtenACS Assets (as defined in the Contribution Agreement), other than the Purchased Assets. If [***] Information indicated by [***] in the execution date is left blank, this Lease shall be deemed executed as text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 20181934.
Appears in 1 contract
Samples: Operating Agreement (Alaska Communications Systems Group Inc)
LIST OF EXHIBITS. All The following exhibits and attachments attached hereto are fully incorporated herein into this Agreement by this reference. : Exhibit A - Outline Uniform General and Supplementary General Conditions for The University of Premises Texas System Building Construction Contracts Exhibit B - Operating Costs, Taxes and Insurance Owner’s Specifications Exhibit C - Tenant Finish-Work Allowable General Conditions Line Items Exhibit D - Building Rules Guaranteed Maximum Price Proposal Form Attachment 1 to Exhibit D - Guidelines for the Preparation of the GMP Attachment 2 to Exhibit D - Payment and Regulations Performance Bonds Exhibit E - Form of Confirmation of Commencement Date Letter Security Bond Exhibit F - Form of Tenant Estoppel Certificate Construction Manager’s Personnel and Monthly Salary Rate Exhibit G - Parking Constructability Implementation Program Exhibit H - Telecommunications Policy on Utilization, Historically Underutilized Businesses Exhibit I - Right of First Refusal HUB Subcontracting Plan for Pre-Construction Phase Services Exhibit J - Letter of Credit Additional Services Proposal Exhibit K - Moisture and Mold Control Instructions Sales Tax Exemption Form Exhibit L - Option Rider 1 to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEthe Agreement Exhibit M - Rider 105 - Contractor Affirmations Exhibit N - Rider 106 - Premises Rules Exhibit O - Rider 107 - Travel Policy Exhibit P - Execution of Offer Exhibit Q – Rider 117 – Institutional Policies BY SIGNING BELOW, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is the Construction Manager has executed on the respective dates set forth below, but for reference purposes, and bound itself to this Lease shall be dated Agreement as of the date day and year first above written. If The Agreement shall become effective only upon the execution date is left blank, this Lease shall be deemed executed as of the date first written aboveAgreement by both parties. LANDLORD: AB/VWP BFC OWNERChange orders, LLCadditional services, amendments, modifications, deletions or other changes to the Agreement, if any, shall become effective only upon the issuance of a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC signed Notice to proceed by Owner to the Construction Manager. Subsequent to the issuance of a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19signed Notice to Proceed, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19Owner will issue a Purchase Order Revision reflecting the changes in scope, 2018additional services, amendments, modifications, deletions or other changes to the Agreement. Contractor must receive the Purchase Order Revision prior to Contractor submitting invoice for payment for the associated Agreement change.
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline 1 Project Scope Exhibit 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Portions of Premises Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit B - Operating Costs, Taxes and Insurance 4 CMC Amendments Exhibit C - Tenant Finish5 Job Training Plan Exhibit 6 DBE Performance Plan Exhibit 7 Prevailing Wage Rates Exhibit 8 DB Contractor Obligations Related to Project-Work Specific Third Party Agreements Exhibit D - Building Rules and Regulations 9 Allowances Exhibit E - 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of Bonds Appendix 1 Form of Confirmation of Commencement Date Letter Exhibit F - Performance Bond Appendix 2 Form of Tenant Estoppel Certificate Payment Bond Exhibit G 13 Form of Guaranty Exhibit 14 Change Order and Delay Deductible Determination Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Appendix 3 Form of Request for Delay Deductible Determination Appendix 4 Form of Delay Deductible Determination Exhibit 15 Lane Rental Charges and Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Identified Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of Authorized Representatives Exhibit 20 Disputes Resolution Requirements Exhibit 21 Operating Procedures Exhibit 22 Disputes Review Panel Agreement Exhibit 23 [Pre-Proposal Utility Commitments] Exhibit 24 Amendments to Utility Provisions Exhibit 25 Amendments to Completion Deadline Provisions Texas Department of Transportation - Parking Exhibit H iii - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option Addendum #2 to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSERequest for Proposals I-35 NEX South Project Design-Build Agreement February 21, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER2023 DESIGN-BUILD AGREEMENT I-35 NEX SOUTH PROJECT This Design-Build Agreement (this “DBA”), AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of [●] (the date first above written. If “Effective Date”), is entered into by and between: [Insert appropriate bracketed text, and delete all bracketed text that is not applicable][corporation organized and existing under the execution date is left blank, this Lease shall be deemed executed as laws of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware State of [●]] [limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19“LLC”) organized and existing under the laws of the State of [●]] [partnership, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19consisting of [insert partner names and any organizational form]] [joint venture, 2018consisting of [●] and [●]] [an individual or sole proprietorship owned by [●]] the location of whose principal office is:
Appears in 1 contract
Samples: Design Build Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Revolving Credit Note Exhibit B - Operating Costs, Taxes and Insurance Notice of Borrowing Exhibit C - Tenant Finish-Work Notice of Prepayment Exhibit D - Building Rules and Regulations Notice of Conversion/Continuation Exhibit E - Officer's Compliant Certificate Schedule 1 Exhibit F Assignment and Acceptance Schedule 1 Exhibit G Notice of Account Designation Exhibit H Form of Confirmation of Commencement Date Letter Lender Addition and Acknowledgement Agreement Schedule A-1 Schedule A-2 Schedule 1 Exhibit F - I Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Joinder Agreement EXHIBIT A to Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be Agreement dated as of October __, 1997, by and among Cornerstone Realty Income Trust, Inc., each Additional Borrower party thereto, the date first above writtenLenders party thereto, and First Union National Bank, as Agent REVOLVING CREDIT NOTE $___________ __________, ____ FOR VALUE RECEIVED, the undersigned, CORNERSTONE REALTY INCOME TRUST, INC., a corporation organized under the laws of Virginia ("Cornerstone" [or the "Borrower"]), [____________________, a corporation organized under the laws of __________ ("__________", and together with Cornerstone, the "Borrowers")], hereby [jointly and severally] promise[s] to pay to the order of ____________________ (the "Bank"), at the times, at the place and in the manner provided in the Credit Agreement hereinafter referred to, the principal sum of up to ____________________ Dollars ($__________), or, if less, the aggregate unpaid principal amount of all Loans disbursed by the Bank under the Credit Agreement referred to below, together with interest at the rates as in effect from time to time with respect to each portion of the principal amount hereof, determined and payable as provided in Article IV of the Credit Agreement. If This Note is the execution date Note referred to in, and is left blankentitled to the benefits of, this Lease shall be deemed executed the Credit Agreement dated as of October __, 1997 (as amended, restated, supplemented or otherwise modified, the date first written above"Credit Agreement") by and among the Borrower[s], each Additional Borrower that may become party thereto, the lenders (including the Bank) party thereto (the "Lenders") and First Union National Bank, as Agent (the "Agent"). LANDLORD: AB/VWP BFC OWNERThe Credit Agreement contains, LLCamong other things, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19provisions for the time, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19place and manner of payment of this Note, 2018the determination of the interest rate borne by and fees payable in respect of this Note, acceleration of the payment of this Note upon the happening of certain stated events and the mandatory repayment of this Note under certain circumstances. The Borrower[s] agree[s] to pay on demand all costs of collection, including reasonable attorneys' fees, if any part of this Note, principal or interest, is collected after maturity with the aid of an attorney. Presentment for payment, notice of dishonor, protest and notice of protest are hereby waived. THIS NOTE IS MADE AND DELIVERED IN THE STATE OF NORTH CAROLINA AND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAWS OF THE STATE OF NORTH CAROLINA. The Debt evidenced by this Note is senior in right of payment to all Subordinated Debt referred to in the Credit Agreement.
Appears in 1 contract
Samples: Credit Agreement (Cornerstone Realty Income Trust Inc)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Premises/Loading Dock Exhibit B - Operating CostsDescription of the Land Exhibit C - Additional Rent, Taxes and Insurance Exhibit C D - Tenant Finish-Work Exhibit D D-1 - Contractor Rules and Regulations Exhibit D-2 - Energy & Sustainability Construction Guidelines & Requirements Exhibit E - Building Rules and Regulations Exhibit E F - Form of Confirmation of Commencement Date Letter Exhibit F G - Form of Tenant Estoppel Certificate Exhibit G H - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Renewal Option Exhibit J - Letter of Credit Intentionally Deleted Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER25 North Investors SPE1, LLC, a Delaware limited liability company By: EverWest Advisors, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Lxxxx Xxxxx Name: Xxxxxx X Xxxxxxx Lxxxx Xxxxx Title: VP Execution Date: 3/22/18 EVP TENANT: DERMAVANT SCIENCES INC Solid Power, Inc., a Delaware Corporation Colorado corporation By: /s/ Xxxxx Dxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Dxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19CEO LXX 0X, 2018XXXXX XXXXXXXXXXX XXXXXX XX. 0 XXXXXXXXX NO. 1, ACCORDING TO THE PLAT THEREOF RECORDED ON MAY 22, 2020 UNDER RECEPTION NO. 2020000046671, COUNTY OF AXXXX, STATE OF COLORADO. Also known and numbered as 10000 Xxxxx Xxxxxx, Xxxxxxxx, XX 00000 Tax Parcel #0157315101001
Appears in 1 contract
LIST OF EXHIBITS. All exhibits Exhibit A - (furnished to Lessee by Lessor) shall contain a list of Stores with a site plan for each Store reflecting thereon the proposed location, size and attachments attached hereto are incorporated herein configuration of a portion thereof which is thereby offered by Lessor to Lessee to lease as a proposed Premises to become subject to this referenceAgreement. Each Exhibit A shall identify any requirements of Lessor (including without limitation any permissive or mandatory business formats, operations, activities, merchandise or services) and any known restrictions with respect to the proposed Premises (including without limitation zoning matters, easements and restrictions. Exhibit A - Outline of Premises Exhibit B - Operating Costsmay be supplemented by additional Exhibits A from time to time, Taxes and Insurance at any time, by Lessor. Exhibit C - Tenant Finish-Work (furnished to Lessor by Lessee within ninety (90) days after Lessee opens to the public for business at the Premises) shall be the Addendum for each Premises that is subject to the provisions of this Agreement. The Addendum shall include (i) Lessor's Store number and Store address, and the Premises address, (ii) a site plan reflecting the location and legal description of the Store and the Premises and indicating Lessee's equipment used and the location of such equipment on the Premises and utility easements (if any), (iii) an itemization of the actual Cost of Lessee's Work, (iv) the Delivery Date, (v) the Rent Accrual Date, (vi) a certification by Lessee that the Station has been constructed and equipped and all improvements have been made in accordance with the plans and specifications as approved by Lessor and (vii) proof of separate assessment of the Premises for real property tax purposes or verification that the Premises cannot be separately assessed (as required by Article 10.1). C Exhibit D - Building Rules and Regulations (furnished to Lessor by Lessee) shall be a description of the standard site plans furnished to Lessor by Lessee at the time of execution of this Agreement. Exhibit E - Form shall be the schedule of Confirmation of Commencement Date Letter rents. Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated those Stations that were open to the public as of September 30, 1998 under the date first above written. If the execution date is left blank, this Lease shall be deemed executed 1996 Agreement (as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018defined in Article 28.1).
Appears in 1 contract
Samples: Master Ground Lease Agreement (Murphy Oil Corp /De)
LIST OF EXHIBITS. All exhibits EXHIBIT A. Legal Description of Land Recitals EXHIBIT B. Leases and attachments attached hereto are incorporated herein by this reference. Exhibit Rent Schedule Section 5(d) Schedule A - Outline of Premises Exhibit B - Operating Costs, Taxes and Landlord Contribution Section 6(d) EXHIBIT C. Service Contracts Section 5(e) EXHIBIT D. Tax Bills Section 5(f) EXHIBIT E. Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Policies Section 5(g) EXHIBIT F. Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right Section 5(i) EXHIBIT F-1. Tenant Estoppels Section 8(a)(vi) EXHIBIT G. Litigation Section 5(k) EXHIBIT H. Operating Statements and Budget Section 5(p) EXHIBIT I. Personal Property Section 5(r) EXHIBIT J. Mortgage Section 2(c)(i) EXHIBIT K. Note Section 2(c)(i) EXHIBIT L. Loan Documents Section 2(c)(i) EXHIBIT M. Confidential Information Statement Sections 5(v), 7(e) EXHIBIT N. Contingent Leasing Commissions Section 5(u) EXHIBIT O. Members of Contributor Section 5(v) EXHIBIT P. Permitted Exceptions Section 8(a)(i)(B) EXHIBIT Q. Other Tenants That Pay Real Estate Taxes Upon Receipt of Tax Bill Sectxxx 11(b)(i) [Contributor to Attach Foregoing at Acceptance of this Agreement] EXHIBIT A LEGAL DESCRIPTION OF LAND EXHIBIT B LEASES AND RENT SCHEDULE EXHIBIT B There is an uncured default for Chicago Cutting served earlier this month. EXHIBIT B SCHEDULE A LANDLORD CONTRIBUTION EXHIBIT C SERVICE CONTRACTS EXHIBIT D TAX BILLS EXHIBIT E INSURANCE POLICIES EXHIBIT F [Form of Tenant Estoppel] ESTOPPEL CERTIFICATE First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEWashington Realty Limited Partnership 4350 East-West Highway, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERSuite 000 Xxxxxxxx, ANDXX 00000 , EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN199 [Lender] Re: Lease dated , TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on 19 Gentlemen: Please be advised that the respective dates set forth below, but for reference purposes, this Lease shall be dated undersigned tenant hereby certifies as of the date first above written. If hereof as follows with respect to the execution date is left blank, this Lease shall be deemed executed as Lease: Name of the date first written above. LANDLORDTenant: AB/VWP BFC OWNER, LLC, a Delaware limited liability company ByDescription of Leased Premises: /s/ Xxxxxx X Xxxxxxx NameDate of Commencement of Current Term of Lease: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018Date of Termination of Current Term of Lease:
Appears in 1 contract
Samples: Contribution Agreement (First Washington Realty Trust Inc)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises – Acquisition Property Exhibit B - Operating Costs, Taxes and Insurance – Conceptual Master Site Plan Exhibit C - Tenant Finish-Work C-1 – Infrastructure Improvements Exhibit C-2 – Infrastructure Map Exhibit C-3 – Utility Map Exhibit C-4 – Utility Abandonment Map Exhibit D - Building Rules and Regulations – Project Site Exhibit E - – Redeveloper Property Exhibit F – Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Progress Reports Exhibit G - Parking – Certificate of Completion Exhibit H - Telecommunications Survey Showing Portion of Xxxxxx Street to be Abandoned Exhibit I - Right of First Refusal – City License Agreement Exhibit J - Letter of Credit – Appendix A to 49CFR Part 26 – Guidance Concerning Good Faith Efforts Exhibit K - Moisture and Mold Control Instructions – Proposed Plan Amendments Exhibit L - Option – Real Estate Tax Phase-In Schedules Exhibit M – Sustainable Design Practices Checklist AGREEMENT, consisting of this Part I and Part II annexed hereto and made a part hereof, entered into as of this day of 2007, by and among the CITY OF NORWALK, CONNECTICUT, a municipal corporation having an office at 000 Xxxx Xxxxxx, X.X. Xxx 0000, Xxxxxxx, Xxxxxxxxxxx 00000-0000 (hereinafter referred to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEas the “City”), AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION the REDEVELOPMENT AGENCY OF THE PREMISES OR THE PERFORMANCE BY LANDLORD CITY OF ITS OBLIGATIONS HEREUNDERNORWALK, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on a redevelopment agency created by the respective dates set forth below, but for reference purposes, this Lease shall be dated as Common Council of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as City pursuant to Chapter 130 of the date first written above. LANDLORD: AB/VWP BFC OWNERGeneral Statutes of the State of Connecticut, having an office at 000 Xxxx Xxxxxx, XX Xxx 0000, Xxxxxxx, Xxxxxxxxxxx 00000-0000 (hereinafter referred to as the “Agency”), and POKO IWSR DEVELOPERS, LLC, a Delaware Connecticut limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx organized and existing under the laws of the State of Connecticut and having an office c/o POKO Partners, LLC, 000 Xxxxxxxxxxx Xxxxxx, Xxxx Xxxxxxx, Xxx Xxxx 00000 (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018hereinafter referred to as the “Redeveloper”).
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. EXHIBITS: --------- Exhibit A - Outline of Premises Revolving Credit Note Exhibit A-1 Term Note Exhibit A-2 Acquisition Note Exhibit B - Operating Costs, Taxes Borrowers' and Insurance each Subsidiary's Business Locations Exhibit C - Tenant Finish-Work Form of Borrowing Base Certificate Exhibit D - Building Rules Jurisdictions in which Borrowers and Regulations each Subsidiary are Authorized to do Business Exhibit E - Form Capital Structure of Confirmation of Commencement Date Letter Borrowers Exhibit F - Form Corporate Names Exhibit G Tax Identification Numbers of Tenant Estoppel Subsidiaries Exhibit H Patents, Trademarks, Copyrights and Licenses Exhibit I Certain Business Practices Exhibit J Litigation Exhibit K Capitalized Leases Exhibit L Operating Leases Exhibit M Pension Plans Exhibit N Labor Contracts Exhibit O Compliance Certificate Exhibit G - Parking P Permitted Liens Exhibit H - Telecommunications Q Schedule of Documents Exhibit I - Right R Inactive Subsidiaries Exhibit S Medicare and Medicaid Exhibit T Existing Indebtedness Exhibit U Settlement Reserves Exhibit V Surety Obligations Exhibit W Payroll Accounts Exhibit X Material Contracts Exhibit Y Financial Statement Changes LOAN AND SECURITY AGREEMENT THIS LOAN AND SECURITY AGREEMENT is made this 30th day of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture October, 1998, by and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEamong RAMSAY HEALTH CARE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLCINC., a Delaware limited liability company By: /s/ Xxxxxx X corporation ("HOLDINGS"), with its principal place of business at Columbus Center, One Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxx Xxxxxx, Xxxxxxx Name: Xxxxxx X 00000, xxch of the Subsidiaries of Holdings party to this Agreement and listed in EXHIBIT B (the "HOLDINGS SUBSIDIARIES"), each of which is a corporation or other legal entity as indicated in EXHIBIT B, is organized under the laws of the jurisdiction indicated in EXHIBIT B, and has its principal place of business at the location indicated in EXHIBIT B (Holdings, the Holdings Subsidiaries, and each other Subsidiary of Holdings or of any Subsidiary of Holdings from time to time party to this Agreement are hereinafter collectively referred to as "BORROWERS" and each individually as a "BORROWER"), and FLEET CAPITAL CORPORATION, a Rhode Island corporation (in its individual capacity, "FCC"), with offices at 2711 Xxxxx Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC Xxxxxx, Suite 2100, LB 21, Dallas Texas 75204, as a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx Lender (Mar 19as hereinafter defined in APPENDIX A), 2018and as agent for all Lenders, in such capacity, "AGENT"), and such Persons (as hereinafter defined in APPENDIX A) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19who are or hereafter become parties to this Agreement as Lenders. Capitalized terms used in this Agreement have the meanings assigned to them in APPENDIX A, 2018General Definitions. Accounting terms not otherwise specifically defined herein shall be construed in accordance with GAAP consistently applied.
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises A-1 Exhibit B - Operating Costs, Taxes and Insurance A-2 Cortona Land Description Encore Land Description Exhibit B-1 Exhibit B-2 Cortona Personal Property Encore Personal Property Exhibit C - Tenant Finish-Work Intentionally Omitted Exhibit D - Building Rules and Regulations D-1 Exhibit D-2 Cortona Rent Roll Encore Rent Roll Exhibit E - List of Service Contracts Exhibit E-1 Exhibit E-2 List of Cortona Mandatory Contracts List of Encore Mandatory Contracts Exhibit F Form of Confirmation of Commencement Date Letter Owner’s Declaration Exhibit F - G Form of Tenant Estoppel Certificate Exhibit G - Parking Deed Exhibit H - Telecommunications Form of Assignment of Leases Exhibit I - Right Form of First Refusal Assignment of Surviving Service Contracts and Other Interests Exhibit J - Letter Form of Credit Xxxx of Sale Exhibit K - Moisture and Mold Control Instructions Form of FIRPTA Affidavit Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT Exhibit M Form of Conversion and Sale Restrictive Covenant Form of Declaration Estoppel Schedule 1 Buyer Approvals PARCEL NO. 1: LOT 8A-1 OF THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSERESUBDIVISION OF LOT 8A OF THE RESUBDIVISION OF XXX 0 XX XXX XXXXXXXXX XX XXXXXX XXXX, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION IN BLOCK 4002 OF THE PREMISES OR CITY OF ST. LOUIS, MISSOURI, ACCORDING TO THE PERFORMANCE PLAT THEREOF RECORDED IN XXXX 00000000, PAGE 0000 XX XXX XX. XXXXX XXXX, XXXXXXXX, RECORDS. PARCEL NO. 2: NON-EXCLUSIVE EASEMENTS FOR INGRESS AND EGRESS CREATED AND ESTABLISHED BY LANDLORD THE INDENTURE OF ITS OBLIGATIONS HEREUNDERCOVENANTS AND RESTRICTIONS DATED MARCH 17TH, AND2000 AND RECORDED ON MARCH 24TH, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN2000 IN BOOK 1624M, TENANT SHALL CONTINUE PAGE 1970 AND BY THE PLAT RECORDED ON MARCH 21ST, 2000 IN PLAT BOOK 74, PAGE 15, OVER THE PRIVATE STREETS LOCATED WITHIN SAID SUBDIVISION OF THE HIGHLANDS AT FOREST PARK. PARCEL NO. 3 NON-EXCLUSIVE EASEMENT FOR PURPOSES OF PEDESTRIAN AND VEHICULAR ACCESS, INGRESS AND EGRESS CREATED BY THE DRIVEWAY CONSTRUCTION, MAINTENANCE AND EASEMENT AGREEMENT DATED DECEMBER 28TH, 2006 AND RECORDED ON DECEMBER 29TH, 2006 IN BOOK 12292006, PAGE 0303 AND BY THE INSTRUMENT DATED DECEMBER 29TH, 2006 RECORDED ON JANUARY 11TH, 2007 IN XXXX 00000000, PAGE 0025, OVER A DRIVEWAY LOCATED ON A PORTION OF THE FOLLOWING DESCRIBED PROPERTIES TO-WIT: LOT 8A-2 OF THE RESUBDIVISION OF LOT 8A OF THE RESUBDIVISION OF XXX 0 XX XXX XXXXXXXXX XX XXXXXX XXXX, AND IN BLOCK 4002 OF THE CITY OF ST. LOUIS, MISSOURI, ACCORDING TO PAY THE RENTPLAT THEREOF RECORDED IN XXXX 00000000, WITHOUT ABATEMENTPAGE 0000 XX XXX XX. XXXXX XXXX, DEMANDXXXXXXXX, SETOFF OR DEDUCTIONRECORDS. AND XXX 0X XX XXX XXXXXXXXXXXXX XX XXX 0 OF THE RESUBDIVISION OF LOT 5B OF THE RESUBDIVISION OF XXX 0 XXX 0 XX XXXXXXXXX XX XXXXXX XXXX, NOTWITHSTANDING ANY BREACH X SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN XXXX 00000000, PAGE 0000 XX XXX XX. XXXXX XXXX, XXXXXXXX, RECORDS, AND BEING LOCATED IN PART OF BLOCK 4002 OF THE CITY OF ST. LOUIS, MISSOURI. PARCEL NO. 4: XXX X XX XXXXXXXXX XX XXXXXX XXXX XXXX TWO, A SUBDIVISION IN BLOCK 4002 OF THE CITY OF ST. LOUIS, MISSOURI ACCORDING TO THE PLAT THEREOF RECORDED IN BOOK 04152016, PAGE 0317 OF THE RECORDS OF THE CITY OF ST. LOUIS, MISSOURI. PARCEL NO. 1: LOT 8A-2 OF THE RESUBDIVISION OF LOT 8A OF THE RESUBDIVISION OF XXX 0 XX XXX XXXXXXXXX XX XXXXXX XXXX, AND IN BLOCK 4002 OF THE CITY OF ST. LOUIS, MISSOURI, ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT XXXX 00000000 PAGE 0106 OF THE ST. LOUIS CITY RECORDS. PARCEL NO. 2: NON-EXCLUSIVE EASEMENTS FOR INGRESS AND EGRESS CREATED AND ESTABLISHED BY LANDLORD THE INDENTURE OF ITS DUTIES OR OBLIGATIONS HEREUNDERCOVENANTS AND RESTRICTIONS DATED MARCH 171H, WHETHER EXPRESS OR IMPLIED2000 AND RECORDED ON MARCH 24TH, 2000 IN BOOK 1624M PAGE 1970 AND BY THE PLAT RECORDED ON MARCH 21ST, 2000 IN PLAT BOOK 74 PAGE 15, OVER THE PRIVATE STREETS LOCATED WITHIN SAID SUBDIVISIONS OF THE HIGHLANDS AT FOREST PARK PARCEL NO. This Lease is executed on the respective dates set forth below3: NON-EXCLUSIVE EASEMENT FOR PURPOSES OF PEDESTRIAN AND VEHICULAR ACCESS, but for reference purposesINGRESS AND EGRESS CREATED BY THE DRIVEWAY CONSTRUCTION, this Lease shall be dated as of the date first above writtenMAINTENANCE AND EASEMENT AGREEMENT DATED DECEMBER 28TH, 2006 AND RECORDED ON DECEMBER 29TH, 2006 IN BOOK 12292006 PAGE 0303, BY THE INSTRUMENT DATED DECEMBER 29TH, 2006 RECORDED ON JANUARY 11TH, 2007 IN XXXX 00000000 PAGE 0025, OVER A DRIVEWAY LOCATED ON PORTIONS OF THE FOLLOWING DESCRIBED PROPERTIES TO-WIT: XXX 0X XX XXX XXXXXXXXXXXXX XX XXX 0 OF THE RESUBDIVISION OF LOT 5B OF THE RESUBDIVISION OF XXX 0 XXX 0 XX XXXXXXXXX XX XXXXXX XXXX, X SUBDIVISION ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT XXXX 00000000 PAGE 0185 OF THE ST. If the execution date is left blankLOUIS CITY RECORDS, this Lease shall be deemed executed as of the date first written aboveAND BEING LOCATED IN PART OF BLOCK 4002 OF THE CITY OF ST. LANDLORDLOUIS, MISSOURI. PARCEL NO. 4: ABNON-EXCLUSIVE EASEMENT FOR A PERPETUAL EASEMENT FOR PEDESTRIAN AND VEHICULAR ACCESS, INGRESS AND EGRESS PURPOSES CREATED BY THE DRIVEWAY MAINTENANCE AND EASEMENT AGREEMENT DATED MAY 4TH, 2016 AND RECORDED MAY 5TH, 2016, IN XXXX 00000000 PAGE 0093, IN AND TO THAT PORTION OF THE FOLLOWING DESCRIBED PROPERTY TO-WIT: LOT 8A-1 OF THE RESUBDIVISION OF LOT 8A OF THE RESUBDIVISION OF THE RESUBDIVISION OF XXX 0 XX XXX XXXXXXXXX XX XXXXXX XXXX, AND IN BLOCK 4002 OF THE CITY OF ST. LOUIS, MISSOURI ACCORDING TO THE PLAT THEREOF RECORDED IN PLAT XXXX 00000000 PAGE 0106 OF THE ST. LOUIS CITY RECORDS. Description Dell Optiplex 3050 & Monitors IPads Sophos Network Security Firewall UpBeat-trash containers Brunswick Pool Table Shuffleboard Table Ping Pong Table Ace Side Chairs Bean Shaped Chairs Bean Shaped Sofa Ottomans Curved Banquette Throw Pillows Chair Custom Steel & Wood Planter Cocktail Table Dining Tables Communal Table Table Stool Bistro Table Floor Lamp Bar Stool Counter Stool Leather Seat Counter Stools Lounge Chairs AV System Fitness Room Equipment Rugs Surveillance System Stools Bike Rack Lobby Furniture Trash Cans Model Furniture File Cabinets, chairs, bookcases Tables, Stools, Chairs, Umbrellas Tables Dining table & chairs Palm Trees Model Furniture Pool Deck Furniture Fiyness Room Mirrors File Cabinets, chairs, bookcases Interior Unit Signs Planters 3 Piece Outdoor Dining Set 3 Piece Outdoor Dining Set 2 Computer towers & accessories 4 Computer monitor 5 File cabinets 2 Storage towers 3 Phones 2 Office desk 4 Small storage organizers 5 Office chairs 1 Check scanner 2 Shopping Carts 1 Dell computer 1 Computer chair 6 Xxxxx clothe chairs 4 Xxxxx smooth chairs 33 Green bar stools 2 Cherry high top tables 5 White tables 12 Green chairs 6 Coffee tables 8 Yellow ottomans 2 Grey sofas 3 White high top tables 1 Pool table 1 Shuffle board 2 TV 10 Small side tables 4 Standing lamps 3 Spin bikes 3 Elliptical 2 Stationary bike 3 Treadmill 28 Dumbells 1 Stair climber 2 Bench 3 Exercise ball 1 Punching bag 3 Jump box 1 Squat rack 15 Weight plates 00 Xxxxxx xxxxx/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018xxxxxxxx xxxxx 1 Grill 1 Fire pit 4 Fire pit chairs 2 Fire pit side tables 1 White loveseat 2 White chairs 1 Coffee table 3 Table 12 Chairs 1 Hanging hammock 11 Pillows and cushions 1 Trash can 11 L shaped lounge seats 23 L shaped lounge cushions 2 Grills 5 Trash can 12 Short lounges App. 30 Full lounges Apprx. 4 Orange water lounges 16 Cabana cushions 2 Fire pit 18 Long fire pit chairs 16 Long fire pit chair cushions 4 Outdoor umbrellas 5 Tables 20 Chairs 2 End tables 3 High top tables 18 High top chairs 4 Look out balcony hanging hammocks 4 Look out balcony chair sets
Appears in 1 contract
Samples: Contract of Sale (Invesco Real Estate Income Trust Inc.)
LIST OF EXHIBITS. All The following exhibits and attachments are attached hereto are and incorporated herein by this reference. Exhibit A - Outline Floor Plan of Leased Premises Exhibit B - Operating Costs, Taxes and Insurance A-1 Tenant’s Reserved Parking Spaces Exhibit C - Tenant Finish-B-1 Legal Description of Century Square Exhibit B-2 Site Plan for Century Square Exhibit C-1 Description of Landlord's Work Exhibit D - Building Rules and Regulations C-2 Description of Tenant's Work Exhibit E - C-3 Form of Confirmation of Commencement Date Letter Exhibit D Landlord’s Rules and Regulations Exhibit E Renewal Option Exhibit F - Form of Tenant Estoppel Certificate Intentionally Deleted Exhibit G - Parking Glossary of Defined Terms Exhibit H - Telecommunications Janitorial Specifications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated Operating Expense Exclusions EXECUTED as of the date Lease Date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written set forth above. LANDLORD: AB/VWP BFC OWNERCentury Square Commercial Venture, LLC, LLC a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Xxx Xxxxx (Apr 5, 2022 16:32 CDT) Name: Xxxxxx X Xxxxxxx Xxxxx Title: VP Execution Date: 3/22/18 Vice President TENANT: DERMAVANT SCIENCES INC a Delaware Corporation The Board of Regents of the Texas A&M University System By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President The parties agree that this floor plan is attached solely for the purpose of locating the Leased Premises within the Building and that no representation, warranty, or covenant is made or implied by any other information shown on this Exhibit A (including information as to buildings or other improvements not yet built, names of tenants or prospective tenants, locations or measurements, or similar matters, all of which are subject to change at any time). EXHIBIT A-1 TENANT’S RESERVED PARKING SPACES Landlord will designate thirty (30) reserved spaces by painting “TAMU PARKING” on each curb. One (1) of the thirty (30) reserved spaces (as selected by Xxxxxx) will be dedicated to the Chancellor of The Texas A&M University System with a parking sign. Landlord will provide Tenant with custom parking decals to authorize employee cars for the reserved spaces. Century Square parking enforcement will monitor the reserved spaces. A TRACT OR PARCEL CONTAINING 32.0662 ACRES OR 1,396,802 SQUARE FEET OF LAND OUT OF THE RESIDUE OF A CALLED 169.7 ACRE TRACT OF LAND CONVEYED TO AGRICULTURAL AND MECHANICAL COLLEGE OF TEXAS, AS RECORDED IN VOLUME 48, PAGE 627, OF THE BRAZOS COUNTY DEED RECORDS, AND OUT OF LOT 1A AND LOT 2A, REPLAT OF LOTS 1 & Chief Operating Officer Execution Date: Mar 192, 2018BLOCK 1, NORTHPOINT CROSSING SUBDIVISION, AS RECORDED IN VOLUME 11975, PAGE 274, OF THE OFFICIAL PUBLIC RECORDS OF BRAZOS COUNTY, SITUATED IN THE XXXXXX X. XXXXX LEAGUE, ABSTRACT NO. 50, BRAZOS COUNTY, TEXAS, BEING MORE PARTICULARLY DESCRIBED BY METES AND BOUNDS AS FOLLOWS, WITH ALL BEARINGS BASED ON THE TEXAS STATE PLANE COORDINATE SYSTEM, CENTRAL ZONE (NAD 83): THENCE, CONTINUING ALONG THE NORTHWESTERLY RIGHT-OF-WAY LINE OF SAID UNIVERSITY DRIVE, SOUTH 45 DEGREES 23 MINUTES 23 SECONDS WEST, A DISTANCE OF 150.74 FEET TO THE PLACE OF BEGINNING CONTAINING 32.0662 ACRES OR 1,396,802 SQUARE FEET OF LAND, AS SHOWN ON JOB NO. 52382_32AC-R2, PREPARED BY WINDROSE LAND SERVICES INC. The parties agree that this site plan is attached solely for the purpose of depicting Century Square and that no representation, warranty, or covenant is made or implied by any other information shown on this Exhibit B-2 (including information as to buildings or other improvements not yet built, names of tenants or prospective tenants, locations or measurements, or similar matters, all of which are subject to change at any time).
Appears in 1 contract
Samples: Office Lease Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit EXHIBIT A - Outline of Premises Exhibit Assignment and Assumption Agreement EXHIBIT B - Operating Costs, Taxes and Insurance Exhibit C Description of Improvements EXHIBIT C-1 - Tenant Finish-Work Exhibit Legal Description of the KBS Domain Gateway Land EXHIBIT C-2 - [Intentionally Omitted] EXHIBIT C-3 - Legal Description of the KBS West XxXxxx Land EXHIBIT C-4 - Legal Description of the KBS 000 Xxxxx 000 Xxxx Xxxx EXHIBIT C-5 - Legal Description of the KBS Tower at Xxxx Xxxxxxx Land EXHIBIT C-6 - Legal Description of the KBS 000 Xxxxx Xxxxxx Xxxx EXHIBIT D - Building Rules Permitted Encumbrances EXHIBIT E - Appraised Value of Each Property EXHIBIT F - Title Insurance Requirements EXHIBIT G - Insurance Requirements EXHIBIT H - Notices and Regulations Exhibit E Wire Instructions EXHIBIT I - Commitments and Commitment Percentages of Lenders EXHIBIT J - Form of Confirmation of Commencement Date Letter Exhibit F Draw Request EXHIBIT K - Borrower EIN Numbers EXHIBIT L - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture Joinder Agreement THIS AMENDED AND RESTATED LOAN AGREEMENT is made and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated entered into as of the date first above written. If the execution date is left blankMarch 10, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER2014, by and between (i) KBSIII DOMAIN GATEWAY, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC company, KBSIII 0000 XXXX XXXXXX XXXXX, LLC, a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx limited liability company, KBSIII 155 NORTH 400 WEST, LLC, a Delaware limited liability company, KBSIII TOWER AT XXXX XXXXXXX, LLC, a Delaware limited liability company, and KBSIII 000 XXXXX XXXXXX, XXX, a Delaware limited liability company, (Mar 19collectively, 2018“Initial Borrowers”), (ii) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19U.S. BANK NATIONAL ASSOCIATION, 2018a national banking association, as agent, lead arranger and book manager (in such capacity, “Agent”), and (iii) U.S. BANK NATIONAL ASSOCIATION, a national banking association, as a Lender, FIFTH THIRD BANK, an Ohio banking corporation, as a Lender, REGIONS BANK, as Syndication Agent and as a Lender, and UNION BANK, N.A., a national banking association, as a Lender, and any other bank that becomes a “Lender” after the Closing Date (each, a “Lender” and collectively, the “Lenders”). This Amended and Restated Loan Agreement amends and restates that certain Loan Agreement dated as of April 30, 2012, by and between the Initial Borrowers, U.S. Bank National Association, a national banking association, as Agent and the other “Lenders” described therein, as amended (the “Original Loan Agreement”). From and after the Closing Date hereunder, this Amended and Restated Loan Agreement shall amend, restate and supersede in its entirety the Original Loan Agreement, and all “Loan Documents” executed in connection herewith and described herein shall supersede and control over the “Loan Documents” described in and executed in connection with the Original Loan Agreement (other than any original loan documents executed in connection with the Original Loan Agreement which have not been modified or amended in connection herewith, if any). WITNESSETH THAT, in consideration of the mutual covenants and agreements hereinafter set forth, the parties hereto agree as follows:
Appears in 1 contract
Samples: Loan Agreement (KBS Real Estate Investment Trust III, Inc.)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Property Exhibit B - Operating Costs, Taxes and Insurance Description of the Land Exhibit C - Building Rules and Regulations Exhibit D - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Renewal Option Exhibit H - Telecommunications Sublease Exhibit I - Right CAM Calculations Prohibited Persons and Transactions. Tenant represents and warrants that neither Tenant nor any of First Refusal Exhibit J - Letter its affiliates, nor any of Credit Exhibit K - Moisture their respective partners, members, shareholders or other equity owners, and Mold none of their respective employees, officers, directors, representatives or agents is, nor will they become, a person or entity with whom U.S. persons or entities are restricted from doing business under regulations of the Office of Foreign Asset Control Instructions Exhibit L - Option (“O FAC”) of the Department of the Treasury (including those named on OFAC’s Specially Designated and Blocked Persons List) or under any statute, executive order (including the September 24, 2001, Executive Order Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Extend Commit, or Support Terrorism), or other governmental action and is not and will not Transfer this Lease to, contract with or otherwise engage in any dealings or transactions or be otherwise associated with such persons or entities. LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed D ESCRIPTION OF THE LAND B UILDING RULES AND REGULATIONS The following rules and regulations shall apply to the Premises, the Building, the Parking Lot, and the appurtenances thereto:
1. Sidewalks, doorways, vestibules, halls, stairways, and other similar areas shall not be obstructed by tenants or used by any tenant for purposes other than ingress and egress to and from their respective leased premises and for going from one to another part of the Building.
2. Plumbing, fixtures and appliances shall be used only for the purposes for which designed, and no sweepings, rubbish, rags or other unsuitable material shall be thrown or deposited therein. Damage resulting to any such fixtures or appliances from misuse by a tenant or its agents, employees or invitees, shall be paid by such tenant.
3. No signs, advertisements or notices (other than those that are not visible outside the Premises) shall be painted or affixed on or to any windows or doors or other part of the Building without the prior written consent of Landlord. No nails, hooks or screws (other than those which are necessary to hang paintings, prints, pictures, or other similar items on the respective dates set forth belowPremises’ interior walls) shall be driven or inserted in any part of the Building except by Building maintenance personnel. No curtains or other window treatments shall be placed between the glass and the Building standard window treatments.
4. Movement in or out of the Building of furniture or office equipment, or dispatch or receipt by tenants of any bulky material, merchandise or materials which require use of elevators or stairways, or movement through the Building entrances or lobby shall be conducted under Landlord’s supervision at such times and in such a manner as Landlord may reasonably require. Each tenant assumes all risks of and shall be liable for all damage to articles moved and injury to persons or public engaged or not engaged in such movement, including equipment, property and personnel of Landlord if damaged or injured as a result of acts in connection with carrying out this service for such tenant.
5. Landlord may prescribe weight limitations and determine the locations for safes and other heavy equipment or items, which shall in all cases be placed in the Building so as to distribute weight in a manner acceptable to Landlord which may include the use of such supporting devices as Landlord may require. All damages to the Building caused by the installation or removal of any property of a tenant, or done by a tenant’s property while in the Building, shall be repaired at the expense of such tenant.
6. Corridor doors, when not in use, shall be kept closed. Nothing shall be swept or thrown into the corridors, halls, elevator shafts or stairways. No birds or animals (other than seeing-eye dogs) shall be brought into or kept in, on or about any tenant’s leased premises. No portion of any tenant’s leased premises shall at any time be used or occupied as sleeping or lodging quarters.
7. Tenant shall cooperate with Landlord’s employees in keeping its leased premises neat and clean. Tenants shall not employ any person for the purpose of such cleaning other than the Building’s cleaning and maintenance personnel.
8. To ensure orderly operation of the Building, no ice, mineral or other water, towels, newspapers, etc. shall be delivered to any leased area except by persons approved by Landlord.
9. Tenant shall not make or permit any vibration or improper, objectionable or unpleasant noises or odors in the Building or otherwise interfere in any way with other tenants/owner or persons having business with them in the Complex.
10. No machinery of any kind (other than [identify equipment to be used by Tenant]) shall be operated by tenant without Landlord’s prior written consent, nor shall tenant use or keep in the Building or upon the Premises any flammable or explosive fluid or substance (other than [identify any substances] used in compliance with all Laws).
11. Landlord will not be responsible for lost or stolen personal property, money or jewelry from tenant’s leased premises or public or common areas regardless of whether such loss occurs when the area is locked against entry or not.
12. No vending or dispensing machines of any kind may be maintained in any leased premises without the prior written permission of Landlord.
13. Tenant shall not conduct any activity on or about the Premises or Building which will draw pickets, demonstrators, or the like.
14. All vehicles are to be currently licensed, in good operating condition, parked for business purposes having to do with Tenant’s business operated in the Premises, parked within designated parking spaces, one vehicle to each space. No vehicle shall be parked as a “billboard” vehicle in the parking lot. Any vehicle parked improperly may be towed away. Tenant, Tenant’s agents, employees, vendors and customers who do not operate or park their vehicles as required shall subject the vehicle to being towed at the expense of the owner or driver. Landlord may place a “boot” on the vehicle to immobilize it and may levy a charge of $250.00 to remove the “boot.” Tenant shall indemnify, hold and save harmless Landlord of any liability arising from the towing or booting of any vehicles belonging to a Tenant Party.
15. No tenant may enter into phone rooms, electrical rooms, mechanical rooms, or other service areas of the Building or Complex unless accompanied by Landlord or the Building manager.
16. Tenant will not permit any Tenant Party to bring onto the Project any handgun, firearm or other weapons of any kind, illegal drugs or, unless expressly permitted by Landlord in writing, alcoholic beverages.
17. Tenant shall not permit its employees, invitees or guests to smoke in the Premises or the lobbies, passages, corridors, elevators, vending rooms, rest rooms, stairways or any other area shared in common with other tenants in the Building, or permit its employees, invitees, or guests to loiter at the Building entrances for the purposes of smoking. Landlord may, but shall not be required to, designate an area for reference purposessmoking outside the Building.
18. Tenant hereby agrees to accept and be bound by any and all rights, this obligations, procedures, rules, covenants, responsibilities and costs imposed pursuant to the CC&Rs. Tenant hereby accepts the Premises in their “A S-IS” condition, and Landlord shall have no obligation to perform any work therein (including demolition of any improvements existing therein or construction of any tenant finish-work or other improvements therein), and shall not be obligated to reimburse Tenant or provide an allowance for any costs related to the demolition or construction of improvements therein. Before Tenant may occupy the Premises to conduct its business therein, Tenant shall, at its expense, obtain and deliver to Landlord a certificate of occupancy from the appropriate governmental authority for the Premises. C ONFIRMATION OF COMMENCEMENT DATE Re: Lease Agreement (the “ Lease”) dated June 8th, 2017, by and among LV PRODUCTION SONPRI, LLC – , a Nevada Limited Liability Company (“ Landlord”), and HALO LABS INC., INC., an Oregon Corporation (“T enant”). Capitalized terms used herein but not defined shall be dated given the meanings assigned to them in the Lease. Ladies and Gentlemen: Landlord and Tenant agree as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018follows:
Appears in 1 contract
Samples: Lease Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit EXHIBIT A - Outline of Premises Exhibit Registration Rights Agreement EXHIBIT B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation Notice of Commencement Date Letter Exhibit F - Form Effectiveness of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right Registration Statement EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet [TRANSFER AGENT] Re: MMR Information Systems, Inc. Ladies and Gentlemen: We are counsel to MMR Information Systems, Inc. We represented the Company in connection with that certain Investment Agreement (the "Investment Agreement") entered into by and among the Company and Dutchess Equity Fund, LP (the "Investor") pursuant to which the Company has agreed to issue to the Investor shares of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEthe Company's common stock, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed $0.001 par value per share (the "Common Stock") on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but the Company also has entered into a Registration Rights Agreement with the Investor (the "Registration Rights Agreement") pursuant to which the Company agreed, among other things, to register for reference purposesresale the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the "1933 Act"). In connection with the Company's obligations under the Registration Rights Agreement, on _________, 200_ the Company filed a Registration Statement on Form S-1 (File No. 333-________) (the "Registration Statement") with the Securities and Exchange Commission (the "SEC") relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that the Registration Statement has become effective under the 1933 Act at [enter the time of effectiveness] on [enter the date of effectiveness] and to the best of our knowledge, after telephonic inquiry of a member of the SEC's staff, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. Very truly yours, XXXXXXXXX XXXXX XXXXXXX & XXXXX Date: RE: Put Notice Number __ Dear Xx. Xxxxxxxx, This is to inform you that as of today, MMR Information Systems, Inc., a Delaware corporation (the "Company"), hereby elects to exercise its right pursuant to the Investment Agreement to require Dutchess Equity Fund, LP to purchase shares of its common stock. The Company hereby certifies that: The amount of this Lease shall be dated put is $__________. The Pricing Period runs from ________ until _______. The Minimum Acceptable Price is _____________. The current number of shares issued and outstanding as of the date first above written. If Company is: ______________________ The number of shares currently issuable pursuant to the execution date is left blankInvestment Agreement and available for resale pursuant to the Registration Statement (prior to giving effect to this Put Notice) is: _________________________________ Regards, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER_________________________________ MMR Information Systems, LLCInc. Xxxxxx X. Xxxxxx - Chairman, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018CEO
Appears in 1 contract
Samples: Investment Agreement (MMR Information Systems, Inc.)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline 1 Project Scope Exhibit 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Appendix 1 List of Premises Reference Information Documents Appendix 2 Portions of Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit B - Operating Costs, Taxes and Insurance 4 CMC Amendments Exhibit C - Tenant Finish5 Job Training Plan Exhibit 6 DBE Performance Plan Exhibit 7 Prevailing Wage Rates Exhibit 8 DB Contractor Obligations related to Project-Work Specific Third-Party Agreements Exhibit D - Building Rules and Regulations 9 Allowances Exhibit E - 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of Bonds Appendix 1 Form of Confirmation of Commencement Date Letter Exhibit F - Performance Bond Appendix 2 Form of Tenant Estoppel Certificate Payment Bond Appendix 3 Form of Warranty Bond Exhibit G - Parking 13 Form of Guaranty Exhibit H - Telecommunications 14 Change Order Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Exhibit I - Right 15 Liquidated Damages for Lane Closures Exhibit 16 Noncompliance Points Provisions Exhibit 17 Key Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of First Refusal Authorized Representatives Exhibit J - Letter of Credit 20 Disputes Resolution Requirements Exhibit K - Moisture and Mold Control Instructions 21 Operating Procedures Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE22 Disputes Review Panel Agreement This Design-Build Agreement (this “Design-Build Agreement” or “DBA”), AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of [●], 2019 (the date first above written. If “Effective Date”), is entered into by and between: DB Contractor: [●], a [Insert appropriate bracketed text, and delete all bracketed text that is not applicable] [corporation organized and existing under the execution date is left blank, this Lease shall be deemed executed as laws of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware State of [●]] [limited liability company By(LLC) organized and existing under the laws of the State of [●]] [partnership, consisting of [insert partner names and any organizational form]] [joint venture, consisting of [●] and [●]] [an individual or sole proprietorship owned by [●]], the location of whose principal office is: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018[Address]
Appears in 1 contract
Samples: Design Build Agreement
LIST OF EXHIBITS. All exhibits Exhibit 1: Stock Power and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Assignment Separate from Stock Certificate Exhibit G - Parking 2: Spouse Consent Exhibit H - Telecommunications 3: Copy of Purchaser's Check [AND/OR SECURED FULL RECOURSE PROMISSORY NOTE] Exhibit I - Right of First Refusal 4: Section 83(b) Election Exhibit J - Letter of Credit Exhibit K - Moisture 5: Stock Pledge Agreement EXHIBIT 1 STOCK POWER AND ASSIGNMENT SEPARATE FROM STOCK CERTIFICATE STOCK POWER AND ASSIGNMENT SEPARATE FROM STOCK CERTIFICATE FOR VALUE RECEIVED and Mold Control Instructions Exhibit L - pursuant to that certain Non-Plan Stock Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be Exercise Agreement dated as of _______________, 20___, (the date first above written. If "AGREEMENT"), the execution date is left blankundersigned hereby sells, this Lease shall be deemed executed as assigns and transfers unto _______________________________, _______ shares of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLCCommon Stock of Transmeta Corporation, a Delaware limited liability company ByCalifornia corporation (the "COMPANY"), standing in the undersigned's name on the books of the Company represented by Certificate No(s). ______ delivered herewith, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned's attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. THIS ASSIGNMENT MAY ONLY BE USED AS AUTHORIZED BY THE AGREEMENT AND ANY EXHIBITS THERETO. Dated: _______________, 20____ PURCHASER /s/ Xxxxxx X Xxxxxxx Mark X. Xxxxx -------------------------------------- (Signature) Mark X. Xxxxx -------------------------------------- (Please Print Name) /s/ Valexxx Xxxxx -------------------------------------- (Spouse's Signature, if any) Valexxx Xxxxx -------------------------------------- (Please Print Spouse's Name) INSTRUCTIONS: Xxxxxx X Xxxxxxx Title: VP Execution Please do not fill in any blanks other than the signature line. The purpose of this Stock Power and Assignment is to enable the Company to acquire the shares upon a default under Purchaser's Note and to exercise the Repurchase Option set forth in the Agreement and/or right of first refusal set forth in the Company's Bylaws without requiring additional signatures on the part of the Purchaser or Purchaser's Spouse (if any). EXHIBIT 2 SPOUSE CONSENT SPOUSE CONSENT The undersigned spouse of Purchaser has read, understands, and hereby approves the Non-Plan Stock Option Exercise Agreement between Purchaser and the Company (the "AGREEMENT"). In consideration of the Company's granting my spouse the right to purchase the Shares as set forth in the Agreement, the undersigned hereby agrees to be irrevocably bound by the Agreement and further agrees that any community property interest shall similarly be bound by the Agreement. The undersigned hereby appoints Purchaser as my attorney-in-fact with respect to any amendment or exercise of any rights under the Agreement. Date: 3/22/18 TENANTJanuary 17, 2000 /s/ Valexxx Xxxxx ----------------------- ---------------------------------- Signature of Purchaser's Spouse Address: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19---------------------------------- ---------------------------------- EXHIBIT 3 COPY OF PURCHASER'S CHECK [AND/OR SECURED FULL RECOURSE PROMISSORY NOTE] SECURED FULL RECOURSE PROMISSORY NOTE Santa Clara, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19California $6,000,000.00 January 17, 20182000 ---------------- --------------------
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline A-1 Legal Description for Property of Premises Exhibit Snowcreek VII A-2 Legal Description for Property of Snowcreek VIII B - Operating Costs, Taxes and Insurance Exhibit Snowcreek Greater Community Benefits C - Tenant Finish-Work Exhibit Vested Rules D - Building Rules and Regulations Exhibit Phasing Plan E - Form Schedule of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated Town Fees effective as of the date first above writtenDate of this Agreement F Legal Description for Propane Tank Farm Easement G Form of Assignment Agreement H Form of Subordination Agreement I Town of Mammoth Lakes Review Times J Area of Geographic Nexus K Legal Description for Mammoth Creek Open Space Corridor XXX 0 XX XXXXX 00-000 IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 9 PAGES 56-56H OF MAPS, IN THE OFFICE OF THE RECORDER OF SAID COUNTY. If the execution date is left blankEXCEPTING THEREFROM ANY PORTION LYING WITHIN THE BOUNDARIES OF PARCEL 1 OF PARCEL MAP 36-133 IN THE TOWN OF MAMMOTH LAKES, this Lease shall be deemed executed as of the date first written aboveCOUNTY OF MONO, STATE OF CALIFORNIA, AS PER MAP RECORDED IN BOOK 4 PAGE 7 AND 7A OF PARCEL MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. LANDLORDXXXX 0, 0, 0, 0 XXX XXXXX XXXXXXX STRIPS OF LAND DESIGNATED AS “FAIRWAY DRIVE” AND “MINARET ROAD” AS SHOWN AND DEFINED UPON THE MAP OF TRACT NO. 36-166, IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA AS PER MAP RECORDED IN BOOK 10 PAGE 21 OF MAPS, IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY. XXX XXXX XXXXXXXXXX XXXXXX 0 XX XXX XXXX XXXXXXXXXX 0000-00 PER CERTIFICATE OF COMPLIANCE RECORDED IN BOOK 897 OF OFFICIAL RECORDS AT PAGE 80 IN THE OFFICE OF THE COUNTY RECORDER OF MONO COUNTY, CALIFORNIA. EXCEPT THEREFROM THAT PORTION OF SAID LOT LINE ADJUSTMENT PARCEL 2 DESCRIBED AS FOLLOWS: AB/VWP BFC OWNERBEGINNING AT THE NORTHEAST CORNER OF SAID LOT LINE ADJUSTMENT PARCEL 2 OF LOT LINE ADJUSTMENT 2001-05 PER CERTIFICATE OF COMPLIANCE RECORDED AS INSTRUMENT NUMBER 2001009429 OF OFFICIAL RECORDS IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE ALONG THE EASTERLY BOUNDARY LINE OF SAID LOT LINE ADJUSTMENT PARCEL 2 SOUTH 13°52'08" WEST 518.96 FEET; THENCE CONTINUING ALONG SAID BOUNDARY LINE SOUTH 02°08'52" WEST 594.15 FEET TO AN ANGLE POINT IN SAID BOUNDARY LINE; THENCE LEAVING SAID BOUNDARY LINE NORTH 03°44'15" EAST 447.64 FEET; THENCE NORTH 12°12'51" EAST 167.91 FEET; THENCE NORTH 09°33'27" EAST 493.62 FEET TO THE POINT OF BEGINNING. ALSO EXCEPT THEREFROM THAT PORTION OF LOT LINE ADJUSTMENT PARCEL 2 OF SAID LOT LINE ADJUSTMENT 1999-08 DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHWEST CORNER OF LOT LINE ADJUSTMENT PARCEL 2 OF SAID LOT LINE ADJUSTMENT 2001-05, LLCSAID POINT BEING THE INTERSECTION OF THE SOUTH BOUNDARY LINE OF SAID LOT LINE ADJUSTMENT PARCEL 2 AND THE EAST LINE OF RANCH ROAD AS OFFERED FOR DEDICATION ON TRACT NO. 36-166 PER MAP RECORDED IN BOOK 10 OF TRACT MAPS AT PAGES 21 THROUGH 21D IN THE OFFICE OF THE COUNTY RECORDER OF SAID COUNTY; THENCE NORTH 68°34'41" EAST 152.00 FEET ALONG THE EASTERLY BOUNDARY LINE OF SAID LOT LINE ADJUSTMENT PARCEL 2; THENCE CONTINUING ALONG SAID BOUNDARY LINE NORTH 29°56'24" EST 342.65 FEET; THENCE CONTINUING ALONG SAID BOUNDARY LINE NORTH 50°44'12" EAST 22.49 FEET; THENCE LEAVING SAID BOUNDARY LINE SOUTH 13°40'02" WEST 116.14 FEET; THENCE SOUTH 35°44'51" WEST 272.10 FEE; THENCE SOUTH 77°03'19" WEST 147.27 FEET TO THE POINT OF BEGINNING. SAID LAND IS SHOWN AS LOT LINE ADJUSTMENT PARCEL 2 OF LINE ADJUSTMENT 2003-06 AS PER CERTIFICATE OF COMPLIANCE RECORDED OCTOBER 22, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 192003 AS INSTRUMENT NO. 2003011728 OF OFFICIAL RECORDS. XXXXXX 00 & 00, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19XXXXXXX 0, 2018XXXXXXXX 0 XXXXX, XXXXX 27 EAST, M.D.M., IN THE TOWN OF MAMMOTH LAKES, COUNTY OF MONO, STATE OF CALIFORNIA, ACCORDING TO THE OFFICIAL PLAT THEREOF.
Appears in 1 contract
Samples: Development Agreement
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet See attached. FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT Date: [TRANSFER AGENT] Re: Singlepoint Inc. Ladies and attachments attached hereto Gentlemen: We are incorporated herein counsel to Singlepoint Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by this reference. Exhibit A - Outline and among the Company and GHS Investments, LLC (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Premises Exhibit B - Operating Coststhe Company’s common stock, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed $.0001 par value per share (the “Common Stock”) on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but for reference purposesthe Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, this Lease shall be dated among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the date first above written. If SEC’s staff has advised us by telephone that the execution date is left blankSEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, this Lease shall be deemed executed as 20__ and we have no knowledge, after telephonic inquiry of a member of the date first written above. LANDLORD: AB/VWP BFC OWNERSEC’s staff, LLCthat any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018:
Appears in 1 contract
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet See attached. Date: __________ [TRANSFER AGENT] Re: Earth Science Tech Inc. Ladies and attachments attached hereto Gentlemen: We are incorporated herein counsel to Earth Science Tech Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by this reference. Exhibit A - Outline and among the Company and GHS Investments, LLC(the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Premises Exhibit B - Operating Coststhe Company’s common stock, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed $0.001 par value per share (the “Common Stock”) on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but for reference purposesthe Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, this Lease shall be dated among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S- ___ (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the date first above written. If SEC’s staff has advised us by telephone that the execution date is left blankSEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, this Lease shall be deemed executed as 20__ and we have no knowledge, after telephonic inquiry of a member of the date first written above. LANDLORD: AB/VWP BFC OWNERSEC’s staff, LLCthat any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018:
Appears in 1 contract
Samples: Equity Financing Agreement (Earth Science Tech, Inc.)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - EXHIBIT "A" Custodial Agreement EXHIBIT "B" Form of Confirmation Lockbox Agreement EXHIBIT "C" Permitted Liens and Encumbrances EXHIBIT "D" List of Commencement Date Letter Exhibit F - Applicable Underlying Loans EXHIBIT "E" Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right Servicing Agreement EXHIBIT "F" Form of First Refusal Exhibit J - Letter Warrant to Purchase Shares of Credit Exhibit K - Moisture Common Stock of Equivest Finance, Inc. EXHIBIT "G" Pending Litigation EXHIBIT "H" Form of Pledge and Mold Control Instructions Exhibit L - Option to Extend LANDLORD Assignment of Note Receivable and Applicable Mortgage EXHIBIT "I" Registration Rights Agreement EXHIBIT "J" Commitment EXHIBIT "K" Intentionally Omitted EXHIBIT "L" Existing Liens Schedule A Schedule of Excluded Stock Issuances LOAN AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, SECURITY AGREEMENT --------------------------- THIS LOAN AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease SECURITY AGREEMENT is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated made and entered into as of August 25, 1998, by and among RESORT FUNDING, INC., a Delaware corporation, EQUIVEST FINANCE, INC., a Florida corporation, EASTERN RESORTS COMPANY, LLC, a Rhode Island limited liability company, and EASTERN RESORTS CORPORATION, a Delaware corporation, jointly and severally (collectively, the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, "Borrower") and CREDIT SUISSE FIRST BOSTON MORTGAGE CAPITAL LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19"Lender"). In consideration of the mutual covenants and agreements contained herein and other good and valuable consideration, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19the receipt and adequacy of which are hereby acknowledged, 2018the parties to this Agreement, intending to be legally bound, hereby agree as follows:
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A-1 Form of Revolving Credit Notes Exhibit A-2 Form of Term Note A - Outline Exhibit A-3 Form of Premises Term Note B Exhibit B - Operating Costs, Taxes Borrower's and Insurance each Subsidiary's of Borrower Business Locations Exhibit C - Tenant Finish-Work Form of Borrowing Base Certificate Exhibit D - Building Rules Jurisdictions in which Borrower and Regulations each Subsidiary of Borrower is Authorized to do Business Exhibit E - Form Capital Structure of Confirmation of Commencement Date Letter Borrower Exhibit F - Form Corporate Names Exhibit G Tax Identification Numbers of Tenant Estoppel Subsidiaries Exhibit H Patents, Trademarks, Copyrights and Licenses Exhibit I Contracts Restricting Borrower's Right to Incur Debts Exhibit J Litigation Exhibit K Capitalized Leases Exhibit L Operating Leases Exhibit M Pension Plans Exhibit N Labor Contracts Exhibit O Compliance Certificate Exhibit G - Parking P Permitted Liens Exhibit H - Telecommunications Q Financial Covenants Exhibit I - Right R Schedule of First Refusal Documents Exhibit J - S Letter of Credit Charges Exhibit K - Moisture T Form of Assignment and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE Acceptance Agreement EXHIBIT A-1 REVOLVING CREDIT NOTE [$50,000,000] September __, 1999 Chicago, Illinois FOR TENANT’S INTENDED COMMERCIAL PURPOSEVALUE RECEIVED, AND TENANT’S OBLIGATION the undersigned, (hereinafter "Borrower"), hereby PROMISES TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERto the order of ____________________________, ANDa ________________ corporation ("Lender"), EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINor its registered assigns, TENANT SHALL CONTINUE TO PAY THE RENTat the principal office of Fleet Capital Corporation, WITHOUT ABATEMENTas agent for such Lender, DEMANDor at such other place in the United States of America as the holder of this Note may designate from time to time in writing, SETOFF OR DEDUCTIONin lawful money of the United States of America and in immediately available funds, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDERthe principal amount of [aggregate amount of Fifty Million Dollars ($50,000,000)], WHETHER EXPRESS OR IMPLIEDor such lesser principal amount as may be outstanding pursuant to the Loan Agreement (as hereinafter defined) with respect to the Revolving Credit Loan, together with interest on the unpaid principal amount of this Note outstanding from time to time. This Lease promissory note (the "Note") is executed on one of the respective dates set forth belowRevolving Credit Notes referred to in, but for reference purposesand issued pursuant to, this Lease shall be that certain Second Amended and Restated Loan and Security Agreement dated as of September ___, 1999 by and among Borrower, the lender signatories thereto (including Lender) and Fleet Capital Corporation ("FCC"), as agent for said lenders (FCC in such capacity "Agent") (hereinafter, as amended from time to time, the "Loan Agreement"), and is entitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement. The principal amount of the indebtedness evidenced hereby shall be payable in the amounts and on the dates specified in the Loan Agreement and, if not sooner paid in full, on the Commitment Termination Date, unless the term hereof is extended in accordance with the Loan Agreement. Interest thereon shall be paid until such principal amount is paid in full at such interest rates and at such times as are specified in the Loan Agreement. Upon and after the occurrence, and during the continuation, of an Event of Default, this Note shall or may, as provided in the Loan Agreement, become or be declared immediately due and payable. The right to receive principal of, and stated interest on, this Note may only be transferred in accordance with the provisions of the Loan Agreement. Demand, presentment, protest and notice of nonpayment and protest are hereby waived by Borrower. This Note shall be interpreted, governed by, and construed in accordance with, the internal laws of the State of Illinois. EAGLE PACIFIC INDUSTRIES, INC., a Minnesota corporation ("Borrower") By:________________________________ Name:___________________________ Title:__________________________ XXXXXXX X-0 SECURED PROMISSORY NOTE (Term Note A) [$35,000,000] September __, 0000 Xxxxxxx, Xxxxxxxx FOR VALUE RECEIVED, the undersigned (hereinafter "Borrower"), hereby promises to pay to the order of ______________________, a ______________ corporation (hereinafter "Lender"), or its registered assigns at the office of Fleet Capital Corporation, as agent for such Lender, or at such other place in the United States of America as the holder of this Note may designate from time to time in writing, in lawful money of the United States, in immediately available funds, at the time of payment, the principal sum of [Thirty-Five Million Dollars ($35,000,000)], together with interest from and after the date first above writtenhereof on the unpaid principal balance outstanding from time to time. If This Secured Promissory Note (the execution "Note") is the one of the Term Notes A referred to in, and is issued pursuant to, that certain Second Amended and Restated Loan and Security Agreement among Borrower, the lender signatories thereto (including Lender) and Fleet Capital Corporation ("FCC") as agent for said lenders (FCC, in such capacity, "Agent") dated the date hereof (hereinafter, as amended from time to time, the "Loan Agreement"), and is left blankentitled to all of the benefits and security of the Loan Agreement. All of the terms, covenants and conditions of the Loan Agreement and the Security Documents are hereby made a part of this Lease Note and are deemed incorporated herein in full. All capitalized terms used herein, unless otherwise specifically defined in this Note, shall have the meanings ascribed to them in the Loan Agreement. For so long as no Event of Default shall have occurred the principal amount and accrued interest of this Note shall be deemed executed as of due and payable on the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018dates and in the manner hereinafter set forth:
Appears in 1 contract
Samples: Loan and Security Agreement (Eagle Pacific Industries Inc/Mn)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline Description of Land Exhibit A-1 Premises Exhibit B - Operating Costs, Taxes and Insurance Landlord Work Letter Exhibit B-1 Certificate of Substantial Completion Exhibit C - Tenant Finish-Tenant’s Work Exhibit C-1 Tenant’s Work Requirements Exhibit D - Building Rules and Regulations Exhibit E - Notice of Lease Exhibit F Subordination, Non-Disturbance and Attornment Agreement Exhibit G Tenant’s Insurance Exhibit H Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit I Cleaning Specifications Exhibit J Tenant’s Requisition Exhibit K - Moisture Non-Disturbance and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEAttornment Agreement Executed under seal, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERin any number of counterparts, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but each of which counterparts shall be deemed an original for reference all purposes, this Lease shall be dated as of the date day and year first above written. If the execution date is left blankUS PARCEL A, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation LLC (Landlord) By: /s/ Xxxxx Xxxxxx Xxxxx Xxxxxx Authorized Signatory CARGURUS, INC. (Tenant) By: /s/ Xxxxxxx Xxxxxxxx Xxxxxxx Xxxxxxxx Chief Executive Officer 000 Xxxxx Xxxxxx Beginning at the southeasterly xxxxx of the granted premises at the intersection of First Street and Xxxxxxx Street, the line runs SOUTHWESTERLY by First Street, one hundred (Mar 19100) feet to a point; thence turning, 2018the line runs in a NORTHWESTERLY direction parallel to and one hundred (100) Namefeet distant from the southwesterly side of Xxxxxxx Street, a distance of sixty-five ( 65) feet to a point; thence turning, the line runs in a NORTHEASTERLY direction parallel to and sixty-five (65) feet distant from the northwesterly side line of First Street, a distance of one hundred (100) feet to the southwesterly side line of Xxxxxxx Street; thence turning, the line runs in a SOUTHEASTERLY direction by Xxxxxxx Street, sixty-five (65) feet to the point of beginning. Be all of said measurements more or less or however otherwise said property may be bounded, measured or described. Subject to a right-of-way ten (10) feet in width along the northwest line of the property for the benefit of the parcel adjoining on the northwest. 131-137 First Street That certain parcel of land with buildings thereon, situated in that part of Cambridge, called East Cambridge, bounded and described as follows: Beginning at the southeasterly corner of the premises and running northeasterly by First Street, 69.19 feet to land now or formerly of Xxxxxx; thence turning at a right angle and running westerly to land now or formerly of Xxxx X. Xxxxxxxx; thence turning at a right angle and running southerly by said land 69.19 feet to land now or formerly of A Xxxxx Xxxxxxxx TitleCompany; thence turning at a right angle and running easterly by land now or formerly of A Xxxxx Company 100 feet to the point of beginning. 000 Xxxxx Xxxxxx The land, together with any buildings and improvements thereon, situated in that part of Cambridge, Middlesex County, Massachusetts, called East Cambridge, and bounded and described as follows: President & Chief Operating Officer Execution Date: Mar 19SOUTHEASTERLY by First Street, 201830.81 feet; SOUTHWESTERLY by Bent Street, 100 feet; NORTHWESTERLY by land now or formerly of Xxxx X. Xxxxxxxx, 30.81 feet; NORTHEASTERLY by other land of Xxxxxxxxx-Xxxxxxx Company, 100 feet. Base Building Work for Xxxxxx -000 Xxxxx Xxxxxx, Xxxxxxxxx XX 00000 Landlord Delivered “As-ls” Office Premises
Appears in 1 contract
Samples: Lease Agreement (CarGurus, Inc.)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline 1 Project Scope Exhibit 2 Appendix 1 DB Contractor’s Proposal Commitments Appendix 2 ATCs Exhibit 3 Portions of Premises Reference Information Documents Incorporated in the Contract Documents for Purposes of DB Contractor Relief Exhibit B - Operating Costs, Taxes and Insurance 4 CMC Amendments Exhibit C - Tenant Finish5 Job Training Plan Exhibit 6 DBE Performance Plan Exhibit 7 Prevailing Wage Rates Exhibit 8 DB Contractor Obligations Related to Project-Work Specific Third Party Agreements Exhibit D - Building Rules and Regulations 9 Not Used Exhibit E - 10 Maximum Payment Schedule Exhibit 11 Maximum Reimbursement Amounts for Eminent Domain Assistance Exhibit 12 Forms of Bonds Appendix 1 Form of Confirmation of Commencement Date Letter Exhibit F - Performance Bond Appendix 2 Form of Tenant Estoppel Certificate Payment Bond Exhibit G - Parking 13 Form of Guaranty Exhibit H - Telecommunications 14 Change Order and Delay Deductible Determination Forms Appendix 1 Form of Request for Change Order Appendix 2 Form of Change Order Appendix 3 Form of Request for Delay Deductible Determination Appendix 4 Form of Delay Deductible Determination Exhibit I - Right 15 Lane Rental Charges and Liquidated Damages for Lane Closures Exhibit 16 Not used Exhibit 17 Identified Subcontractors Exhibit 18 Key Personnel Exhibit 19 Initial Designation of First Refusal Authorized Representatives Exhibit J - Letter of Credit 20 Disputes Resolution Requirements Exhibit K - Moisture and Mold Control Instructions 21 Operating Procedures Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE22 Disputes Review Panel Agreement Exhibit 23 Pre-Proposal Utility Commitments Exhibit 24 Utility Amendments Exhibit 25 Remaining Project ROW DESIGN-BUILD AGREEMENT I-35E PHASE 2 PROJECT This Design-Build Agreement (this “DBA”), AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of [●] (the date first above written. If “Effective Date”), is entered into by and between: [Insert appropriate bracketed text, and delete all bracketed text that is not applicable][corporation organized and existing under the execution date is left blank, this Lease shall be deemed executed as laws of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware State of [●]] [limited liability company By(“LLC”) organized and existing under the laws of the State of [●]] [partnership, consisting of [insert partner names and any organizational form]] [joint venture, consisting of [●] and [●]] [an individual or sole proprietorship owned by [●]] the location of whose principal office is: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018[Address] [Address].
Appears in 1 contract
Samples: Design Build Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating CostsDescription of the Land Exhibit C - Additional Rent, Taxes and Insurance Exhibit C D - Tenant Finish-Work Exhibit D E - Building Rules and Regulations Exhibit E F - Form of Confirmation of Commencement Date Letter Exhibit F G - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Renewal Option Exhibit I - Right of First Refusal Exhibit I-1- Refusal Space Exhibit J - Letter Right of Credit First Offer Exhibit K - Moisture and Mold Control Instructions Rent Abatement Provisions Exhibit L - Option to Extend SNDA LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND AND, EXCEPT AS MAY BE EXPRESSLY PROVIDED HEREIN, TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, EXCEPT AS EXPRESSLY PERMITTED HEREUNDER, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNERPeachtree II and III, LLCL.L.C., a Delaware Georgia limited liability company By: /s/ Xxxxxx X Xxxxxxx Xxxxx Xxxxx Name: Xxxxxx X Xxxxxxx Xxxxx Xxxxx Title: VP Vice President Execution Date: 3/22/18 July 18, 2013 TENANT: DERMAVANT SCIENCES INC MDA HOLDINGS, INC., a Delaware Corporation corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) X. Xxxxxx Name: Xxxxx Xxxxxxxx X. Xxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19July 18, 20182013
Appears in 1 contract
Samples: Office Lease Agreement (Cross Country Healthcare Inc)
LIST OF EXHIBITS. All exhibits Exhibit A: HP BASIC LOOP SWITCH - LABEL SPECIFICATION Exhibit B: Ownership of Materials Exhibit Exhibit C: Listing of Affiliates Exhibit D: Purchase Specifications Exhibit E: Supplier Development Process Exhibit F: Product Pricing Schedule Exhibit G: Optimized Delivery Model (ODM) Exhibit H: Quality Plan Exhibit I: US Import/Export Guidelines for Alliance/OEM Partners Exhibit J: Service Requirements Exhibit K: Confidentiality Disclosure Agreement (CDA) END OF GENERAL TERMS. CPA# 1312-11502 HP CONFIDENTIAL PAGE 21 ***Certain information in this exhibit has been omitted and attachments attached hereto are incorporated herein by this referencefiled separately with the commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT A BASIC LOOP SWITCH LABEL SPECIFICATION [...* * *...] Exhibit A - Outline of Premises Exhibit CPA # 1312-11502 HP Confidential ***Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT B - Operating CostsOWNERSHIP OF MATERIALS EXHIBIT Supplier Materials, Taxes Buyer Materials, and Insurance Exhibit C - Tenant FinishThird-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated Party Materials Effective as of the date first above written. If the execution date is left blank24th day of June, 2002, this Lease Exhibit shall be deemed executed as form part of Corporate Purchasing Agreement CPA# 1312-11502 (the "Agreement") between the parties and shall designate ownership rights of the date first written below-listed materials, equipment, and/or the intellectual property rights contained therein. The parties' rights to the following materials is set forth in Sections 2 and 27 of the above-referenced Agreement. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018[...* * *...] [1 page omitted] Exhibit B CPA # 1312-11502 HP Confidential ***Certain information in this exhibit has been omitted and filed separately with the commission. Confidential treatment has been requested with respect to the omitted portions. EXHIBIT C LISTING OF AFFILIATES
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Business’s Financial Assistance Application (on file with IDED), Application # 07-EZ-010 and 07-VAP-009 Exhibit B - Operating Costs, Taxes and Insurance Funding Agreements B2-VAAPFAP Funding Agreement B4-EZ Funding Agreement Exhibit C - Tenant Finish-Work Description of the Project and Award Budget Exhibit D - Building Rules Job Obligations VAAPFAP Funding Agreement Exhibit A1- Forgivable Loan Promissory Note FOR VALUE RECEIVED, the undersigned promises, in the event this Forgivable Loan is not forgiven, to pay to the order of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 000 Xxxx Xxxxx, Xxx Xxxxxx, Xxxx 00000, the sum of ONE HUNDRED THOUSAND DOLLARS ($100,000) with interest at a rate of 0% unless an Event of Default occurs, in which case interest shall be at the default rate set forth in Contract number P0609M01093 (“Contract”). The terms and Regulations Exhibit E - Form conditions by which forgiveness of Confirmation this Loan may occur are as specified in the Contract. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of Commencement Date Letter Exhibit F - Form any interest, or any installment of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right principal, the whole amount then unpaid shall become immediately due and payable at the option of First Refusal Exhibit J - Letter the holder. The undersigned, in case of Credit Exhibit K - Moisture suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIEDattorneys’ fees incurred or paid by the holder in collecting and/or enforcing this Note on default. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease note shall be dated as secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest and notice. Sureties, endorsers and guarantors agree to all of the date first above writtenprovisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxxx Sand Address: 0000 X Xxxxxx X Xxxxxxx NameXX Xxx 000 Xxxxxx, Xxxx 0 Date 12-26-06 VAAPFAP Funding Agreement Exhibit A2- Loan Promissory Note FOR VALUE RECEIVED, the undersigned promises to pay to the order of the IOWA DEPARTMENT OF ECONOMIC DEVELOPMENT, at its office at 000 Xxxx Xxxxx, Xxx Xxxxxx, Xxxx 00000, the sum of THREE HUNDRED THOUSAND DOLLARS ($300,000) with interest thereon at ZERO PERCENT (0%) to be paid as follows: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation 60 monthly payments of $5,000.00 beginning on the first day of the fourth month from the date Award funds are disbursed. Final payment may vary depending upon dates payments are received. Interest shall first be deducted from the payment and any balance shall be applied on principal. Upon default in payment of any interest, or any installment of principal, the whole amount then unpaid shall become immediately due and payable at the option of the holder. The undersigned, in case of suit on this note, agrees to pay on demand all costs of collection, maintenance of collateral, legal expenses, and attorneys’ fees incurred or paid by the holder in collecting and/or enforcing this Note on default. This note shall be secured by the Security specified in the Contract. Makers, endorsers and sureties waive demand of payment, notice of non-payment, protest and notice. Sureties, endorsers and guarantors agree to all of the provisions of this note, and consent that the time or times of payment of all or any part hereof may be extended after maturity, from time to time, without notice. By: /s/ Xxxxx Xxxxxxxx (Mar 19Xxxxxxx Sand Address: 0000 X Xxxxxx XX Xxx 000 Xxxxxx, 2018) NameXxxx 0 Date 12-26-06 EXAMPLE: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018Business Job Shortfall Calculation
Appears in 1 contract
Samples: Master Contract (Soy Energy, LLC)
LIST OF EXHIBITS. All exhibits PAGE EXHIBIT A: Real Property Legal Description, Site Plan, and attachments attached hereto are incorporated herein by this reference. Building Elevations EXHIBIT B: Plans and Specifications for Shell Building EXHIBIT C: Work Letter Agreement for Tenant Improvements and Interior Specification Standards EXHIBIT D: Cost Responsibilities of Lessor and Lessee EXHIBIT E: Memorandum of Commencement of Lease Term and Schedule of Base Rent EXHIBIT F: SNDA EXHIBIT G: Signage Exhibit A - Outline EXHIBIT H: Guaranty of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Lease [Intentionally Omitted] EXHIBIT I: Hazardous Materials Disclosure EXHIBIT J: Notice to Tenants EXHIBIT K: Notice to Tenants EXHIBIT L: Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - EXHIBIT M: Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD LESSOR AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, LESSEE EACH HAS CAREFULLY READ AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LANDLORD LEGAL COUNSEL OF ITS OBLIGATIONS HEREUNDER, OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINBY EXECUTION OF THIS LEASE, TENANT SHALL CONTINUE SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREES THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO PAY THE RENTPREMISES. Executed at San Jose, WITHOUT ABATEMENTCalifornia, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above writtenreference date. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORDLESSOR: AB/VWP BFC OWNERADDRESS: PACIFIC SHORES DEVELOPMENT , LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx NameTECHNOLOGY LAND, LLC, c/o Xxx Xxxx Company a Delaware limited liability company 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 Xxx Xxxxxxxxx, Xxxxxxxxxx 00000 By:_______________________ Xxx Xxxx, President With a copy to: Xxxxxx X X. Xxxxxxx, Esq. 00 Xxxxxxx TitleXxxxxxxxx., 0/xx/ Xxxxx Xxx Xxxx, Xxxxxxxxxx 00000 Telephone: VP Execution (000) 000-0000 Facsimile: (000) 000-0000 LESSEE: ADDRESS: NUANCE COMMUNICATIONS, INC., ____________________________ a _______________ corporation ____________________________ (Before Commencement Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC ) By:______________________________ Pacific Shores Center ______________________ Building 4 (type or print name) Redwood City, California Its:______________________ (After Commencement Date) BROKER EXECUTION By signing below, the indicated real estate broker or agent is not being made a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19party hereto, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018but is signifying its agreement with the provisions hereof concerning brokerage.
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Description of the Land Exhibit C - Tenant Finish-Work Taxes Exhibit D E - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Ancillary Space Exhibit H - Telecommunications Roof Rights Exhibit I - Right of First Refusal Renewal Option Exhibit J - Expansion Rights Exhibit K - Back-Up Generator Exhibit L - Janitorial Specifications Exhibit M - Tenant’s Reserved Parking Spaces Exhibit N - Form of Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNERXXXXXXX OFFICE, LLCL.L.C., a Delaware limited liability company By: XXXXXXX OFFICE MM, LLC, its managing member By: /s/ Xxxxxx X Xxxxxxx Xxxx Xxxxxxxx Name: Xxxxxx X Xxxxxxx Xxxx Xxxxxxxx Title: VP Authorized Signatory Execution Date: 3/22/18 11/15/13 TENANT: DERMAVANT SCIENCES INC KID BRANDS, INC., a Delaware Corporation New Jersey corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Xxxx Name: Xxxxx Xxxxxxxx Xxxx Title: President EVP- COO & Chief Operating Officer CFO Execution Date: Mar 19, 201811/15/13
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline Addresses of Premises Members Exhibit B - Operating Costs, Taxes and Insurance Initial Capital Contributions Exhibit C - Tenant Finish-Work Assignment of Ownership Interest Exhibit D - Building Rules and Regulations Transferee’s Agreement Exhibit E - Arbitration Agreement Exhibit F Initial Four Year Plan Exhibit G First Year Cap Ex Budget Exhibit H First Year Operating Budget Exhibit I Form of Confirmation of Commencement Date Letter GCI Services Agreement Exhibit F - J Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Facilities and Network Use Agreement Exhibit K - Moisture and Mold Control Instructions Acceptable Use Policy Exhibit L - Option Commercially Sensitive Information Policies and Procedures Exhibit M Example Connection Attrition Adjustments Calculations Exhibit N-1 ACS Applicable Regulatory Exchanges Exhibit N-2 GCI Applicable Regulatory Exchanges Exhibit O ACS Services Agreement Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEa request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. [a] if to the Initial GCI Member or to the GCI CEO as a Board member, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDERto: General Communication, ANDInc. 0000 Xxxxxx Xxxxxx, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN#0000 Xxxxxxxxx, TENANT SHALL CONTINUE TO PAY THE RENTXxxxxx 00000 Attention: General Counsel Facsimile: 000-000-0000 With a copy to: Xxxxxxx & Xxxxxx L.L.C. 000 Xxxxxxxxxxx Xxxxxx, WITHOUT ABATEMENTXxxxx 0000 Xxxxxx, DEMANDXxxxxxxx 00000 Attention: Xxxxxx X. Xxxxxx, SETOFF OR DEDUCTIONEsq. Facsimile: (000) 000-0000 [b] if to the Initial ACS Member or to the ACS CEO as a Board member, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDERto: Alaska Communications Systems Group, WHETHER EXPRESS OR IMPLIEDInc. 000 Xxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxx 00000 Attention: General Counsel Facsimile: 000-000-0000 With a copy to: Sidley Austin LLP 000 Xxxxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx Xxxxxx Xxxxxxx Xxxxxxxxxx Facsimile: (000) 000-0000 Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. This Lease The Initial Capital Contributions by the GCI Member consist of (1) the Purchased Assets (as defined in the Contribution Agreement) and (2) the GCI Assets (as defined in the Contribution Agreement). The Initial Capital Contributions by the ACS Member consist of the ACS Assets (as defined in the Contribution Agreement), other than the Purchased Assets. [***] Information indicated by [***] in the text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934. The undersigned Transferor hereby transfers and assigns an Ownership Interest representing a ___________% Equity Interest in The Alaska Wireless Network, LLC, a Delaware limited liability company, to ________________________, as Transferee. The Capital Account of the Transferor that is executed on attributable to the respective dates set forth belowtransferred Ownership Interest will carry over to the Transferee. The Ownership Interest transferred is subject to all of the terms and conditions of that certain First Amended and Restated Operating Agreement of The Alaska Wireless Network, but for reference purposesLLC, this Lease shall be dated as of ______________, 201__, as such Agreement may be amended, including the date first above writtenobligation to arbitrate disputes as set forth in the First Amended and Restated Operating Agreement and the Arbitration Agreement. If Information indicated by [***] in the execution date is left blank, this Lease shall be deemed executed as text has been omitted and filed separately with the Securities and Exchange Commission pursuant to a request for Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of the date first written above1934. LANDLORD: AB/VWP BFC OWNERAs a Transferee of an Ownership Interest in The Alaska Wireless Network, LLC, a Delaware limited liability company Bygoverned by a First Amended and Restated Operating Agreement dated as of ______________, 201__ (the “Operating Agreement”), the undersigned agrees to be bound as a party to such Agreement (which, as it may be amended, is hereby incorporated by reference), including the obligation to arbitrate disputes as set forth in the Operating Agreement and the Arbitration Agreement, and including that the Transferee makes the representations and warranties set forth in Sections 16.2 and 16.3 of the Operating Agreement. The Transferee acknowledges and agrees that, unless admitted as a Member of the limited liability company as provided in such Agreement, the Transferee will have only the limited rights of an assignee as specified by law. Date Address: /s/ Xxxxxx X Xxxxxxx NameTaxpayer ID Number: Xxxxxx X Xxxxxxx TitleTelephone Number: VP Execution DateFax Number: 3/22/18 TENANTDate Address: DERMAVANT SCIENCES INC Taxpayer ID Number: Telephone Number: Fax Number: In consideration of [ACS/GCI] (the “Provider”) providing [ ] (the “Network Capacity”), the Company hereby agrees to use the Network Capacity to provision capacity only for (i) Wireless services and (ii) Wireless networks in Alaska. Terms not otherwise defined in this Acceptable Use Policy are used as defined in the First Amended and Restated Operating Agreement of the Company dated as of _________ (the “Operating Agreement”). Any traffic not falling within one of the two categories set forth above is non-acceptable. Non-acceptable traffic shall not be carried on the Network Capacity, and the Provider shall be under no obligation to provision Network Capacity for such non-acceptable traffic. With respect to each calendar year, the Company shall attest in writing to the Provider that it has complied with this Acceptable Use Policy. If the Company at any time becomes aware that it is no longer compliant with this Acceptable Use Policy, the Company shall advise the Provider of that fact within ten Business Days of becoming aware of such fact and shall simultaneously provide the Provider with a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx written plan for coming back into compliance with this Acceptable Use Policy. Disputes arising under this Acceptable Use Policy shall be subject to the dispute resolution processes of the Arbitration Agreement. If the Company is found by an arbitrator under the Arbitration Agreement not to be in compliance with this Acceptable Use Policy, the Company shall immediately take steps to come into compliance as soon as practicable, and in any event within ninety days after the arbitrator’s decision. If the Company has failed to come into compliance within such period, the Provider shall be entitled, in its sole and absolute discretion, to terminate the Company’s use of the Network Capacity within one hundred twenty days of the arbitrator’s decision without any liability to the Provider and without any obligation to refund past payments with respect to the Network Capacity. In either circumstance, the Company shall be obligated to pay to the Provider an amount of cash equal to the revenue that the non-acceptable traffic has generated for the Company from the date the Company accepted such traffic for carriage. The right to receive payment from the Company shall not be the sole and exclusive remedy of the Provider for non-compliance with this Acceptable Use Policy, and shall be in addition to any other remedies available to the Provider under applicable law, subject to the requirements of Article 15 of the Operating Agreement and the limitations on damages set forth in Section 16.8 of the Operating Agreement. In accordance with the First Amended and Restated Operating Agreement of The Alaska Wireless Network, LLC (Mar 19the “Company” or “AWN”), 2018dated as of ___________ __, 2013 (the “Agreement”), the Company, the Initial GCI Member and its Affiliates (including GCI), and the Initial ACS Member and its Affiliates (including ACS), collectively referred to in this Schedule as the “Parties,” adopt and agree to enforce the Policies and Procedures (the “Policies”) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018set forth below to govern the handling of Commercially Sensitive Information (as defined below). Capitalized terms used but not separately defined in this Exhibit shall have the meanings assigned to them in the Agreement.
Appears in 1 contract
Samples: Operating Agreement (Gci Inc)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - A: Form of Confirmation of Commencement Date Letter Subscription Agreement Exhibit F - B: Form of Tenant Estoppel Certificate Warrant Exhibit G - Parking C: Form of Convertible Note Exhibit H - Telecommunications D: State Securities Laws Disclosures Exhibit I - Right of First Refusal E: Annual Report on Form 10-KSB for the year ended December 31, 2003 Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD F: Quarterly Report on Form 10-QSB for the quarterly period ended June 30, 2004 THIS MEMORANDUM IS QUALIFIED IN ITS ENTIRETY BY THE MORE DETAILED INFORMATION APPEARING ELSEWHERE IN THE EXHIBITS ATTACHED HERETO AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES AGREEMENTS AND OTHER DOCUMENTS REFERENCED HEREIN WHICH ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEAVAILABLE TO PROSPECTIVE INVESTORS OR THEIR ADVISORS UPON REQUEST. PROSPECTIVE INVESTORS ARE ENCOURAGED TO REVIEW THIS MEMORANDUM AND ALL EXHIBITS IN THEIR ENTIRETY, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION ASK QUESTIONS OF THE PREMISES OR COMPANY CONCERNING ITS BUSINESS, PROSPECTS AND THE PERFORMANCE BY LANDLORD TERMS AND CONDITIONS OF ITS OBLIGATIONS HEREUNDERTHIS OFFERING AND TO OBTAIN ADDITIONAL INFORMATION NECESSARY TO VERIFY THE ACCURACY OF THE INFORMATION CONTAINED IN THIS MEMORANDUM, ANDTHE EXHIBITS HERETO AND THE AGREEMENTS REFERENCED HEREIN. THIS MEMORANDUM AND THE EXHIBITS CONTAIN CERTAIN FORWARD LOOKING STATEMENTS WHICH ARE INTENDED TO BE SUBJECT TO SAFE HARBORS FOR SUCH STATEMENTS UNDER THE SECURITIES ACT OF 1933, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINAMENDED (THE "SECURITIES ACT") AND THE SECURITIES AND EXCHANGE ACT OF 1934, TENANT SHALL CONTINUE TO PAY AS AMENDED (THE RENT"EXCHANGE ACT"). SUITABILITY STANDARDS Investors who certify that they meet the definition of an "accredited investor" under Rule 501 of Regulation D may subscribe to Units hereunder. In general, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated individuals qualify as an accredited investor if they have individual income of $200,000 or joint income with their spouses of $300,000 in each of the date first above writtenmost recent calendar years and expect to have income at least equal to these amounts in the current calendar year or have a net worth of at least $1,000,000. If In addition, the execution date is left blank, this Lease shall Offering will be deemed executed as available to a limited number of non-accredited investors subject to the requirements of Rule 506 of Regulation D and the rules promulgated under the Securities Act upon the written consent of the date first written aboveCompany. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx Complete definitions are provided in the Investor Questionnaire and Subscription Agreement (Mar 19, 2018the "Subscription Agreement") Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018distributed with this Memorandum.
Appears in 1 contract
Samples: Private Placement Memorandum (Seawright Holdings Inc)
LIST OF EXHIBITS. All exhibits EXHIBIT A The Premises EXHIBIT A-1 The Building EXHIBIT B Tenant Improvements EXHIBIT C Standards for Utilities and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit Services EXHIBIT D - Building Rules and Regulations Exhibit EXHIBIT E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture Rules and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease Regulations SIGNATURE CENTER THIS LEASE is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated made as of the date first above written11TH DAY OF NOVEMBER, 1998, by and between PRINCIPAL LIFE INSURANCE COMPANY, an Iowa corporation ("Landlord"), and BRIGHTSTAR INFORMATION TECHNOLOGY GROUP, A DELAWARE CORPORATION ("Tenant"). If Landlord hereby leases to Tenant and Tenant hereby leases from Landlord SUITE NUMBER 200 (the execution date "Premises") outlined on the floor plan attached hereto and marked EXHIBIT A, the Premises being agreed, for the purposes of this Lease, to have an area of approximately 5,611 RENTABLE SQUARE FEET and being situated on the SECOND floor that certain office building located at 4900 XXXXXXX XXXX, XXXXXXXXXX, XXXXXXXXXX (xxe "Building"), and part of a two building complex (the "Project") more particularly described in EXHIBIT A-1 attached hereto. The building contains approximately NINETY SIX THOUSAND, TWO HUNDRED SIXTY FOUR (96,264) rentable square feet of space. Tenant acknowledges that Landlord may elect to sell one or more of the buildings within the Project and that upon any such sale Tenant's pro-rata share of those Direct Expenses allocated to the outside areas of the Project may be adjusted accordingly. The parties hereto agree that said letting and hiring is left blankupon and subject to the terms, covenants and conditions herein set forth. Tenant covenants, as a material part of the consideration for this Lease to keep and perform each and all of said terms, covenants and conditions for which Tenant is liable and that this Lease is made upon the condition of such performance. Prior to the commencing of the term of this Lease the Premises shall be deemed executed as of improved by the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018Tenant Improvements described in the Work Letter marked EXHIBIT B attached hereto.
Appears in 1 contract
Samples: Office Lease (Brightstar Information Technology Group Inc)
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline Legal Description of Premises Redevelopment Area* Exhibit B - Operating Costs, Taxes and Insurance B-1 Legal Description of Land Exhibit B-2 Site Plan Exhibit C - Tenant Finish-Work Description of Unit Types/Locations Exhibit D - Building Rules and Regulations [INTENTIONALLY DELETED] Exhibit E - TIF-Funded Improvements Exhibit F Redevelopment Plan* Exhibit G Form of Confirmation City Recapture Mortgage Exhibit H Description of Commencement Date Letter Project Financing Exhibit F - I Form of Tenant Estoppel City Note* Exhibit J For-Sale Unit Profit Sharing Guidelines Exhibit K [INTENTIONALLY DELETED] Exhibit L-1 MBE/WBE Project Budget Exhibit L-2 Project Budget Exhibit M Permitted Liens Exhibit N Requisition Form Exhibit O List of Plans and Specifications* Exhibit P-1 Architect’s Opening Certificate Exhibit G - Parking P-2 Architect’s Closing Certificate Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option Q Affordable For-Sale Unit Price Schedule (An asterisk (*) indicates which exhibits are not recorded.) Parcel 1 (FEE PARCEL) Fee Simple as to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSEthe land described as follows: LOTS 12, 13, 14, 21, 22, 23, 26, 27, 28, 31, 32, 33, 39, 40, 51, 58, 59, 60, 61, 62, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON 63 IN XXXXXX-XXXXX SUBDIVISION, BEING A SUBDIVISION IN THE CONDITION SOUTHEAST QUARTER OF SECTION 34 AND FRACTIONAL XXXXXXX 00, XXXXXXXX 00 XXXXX, XXXXX 00, XXXX OF THE PREMISES OR THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PERFORMANCE BY LANDLORD PLAT THEREOF RECORDED MARCH 24, 2004 AS DOCUMENT NUMBER 0408445058, IN XXXX COUNTY, ILLINOIS. ALSO LOT 43 IN XXXXXX-XXXXX SUBDIVISION, BEING A SUBDIVISION IN THE SOUTHEAST QUARTER OF ITS OBLIGATIONS HEREUNDERSECTION 34 AND FRACTIONAL SECTION 35, ANDTOWNSHIP 39 NORTH, RANGE 14 EAST OF THE THIRD PRINCIPAL MERIDIAN, ACCORDING TO THE PLAT THEREOF RECORDED MARCH 24, 2004 AS DOCUMENT NUMBER 0408445058, EXCEPT THAT PART THEREOF DESCRIBED AS OTHERWISE EXPRESSLY PROVIDED HEREINFOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SAID LOT 43; THENCE NORTH 86 DEGREES 6 MINUTES 20 SECONDS EAST, TENANT SHALL CONTINUE ALONG THE SOUTHERLY LINE OF SAID LOT 43, A DISTANCE OF 102.65 FEET TO PAY THE RENTPOINT OF BEGINNING; THENCE NORTH 3 DEGREES 53 MINUTES 40 SECONDS WEST, WITHOUT ABATEMENT122.61 FEET TO THE NORTHERLY LINE OF SAID LOT 43; THENCE NORTH 86 DEGREES 6 MINUTES 20 SECONDS EAST, DEMANDALONG THE NORTHERLY LINE OF SAID LOT 43, SETOFF OR DEDUCTIONA DISTANCE OF 21.01 FEET TO THE EASTERLY LINE OF SAID LOT 43; THENCE SOUTH 3 DEGREES 53 MINUTES 40 SECONDS EAST, NOTWITHSTANDING ANY BREACH BY LANDLORD ALONG THE EASTERLY LINE OF ITS DUTIES OR OBLIGATIONS HEREUNDERSAID LOT 43, WHETHER EXPRESS OR IMPLIEDA DISTANCE OF 122.61 FEET TO THE SOUTHERLY LINE OF SAID LOT 43; THENCE SOUTH 86 DEGREES 6 MINUTES 20 SECONDS WEST, ALONG THE SOUTHERLY LINE OF SAID LOT 43 A DISTANCE OF 21.01 FEET TO THE POINT OF BEGINNING, IN XXXX COUNTY, ILLINOIS. This Lease is executed on the respective dates set forth belowP.I.N.S 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 00-00-000-000 ALL LOTS ARE LOCATED IN AN AREA BETWEEN PERSHING ON THE SOUTH, but for reference purposes38TH STREET ON THE NORTH, this Lease shall be dated as of the date first above writtenVACATED ELMWOOD AVENUE ON THE WEST AND THE PUBLIC ALLEY EAST OF XXXXX ON THE EAST, CHICAGO, ILLINOIS. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx PARCEL 2 (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018LEASEHOLD PARCELS):
Appears in 1 contract
Samples: Redevelopment Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating CostsDescription of the Land Exhibit C - Additional Rent, Taxes and Insurance OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 33 Exhibit C D - Tenant Finish-Work Exhibit D E - Building Rules and Regulations Exhibit E F - Form of Confirmation of Commencement Date Letter Exhibit F G - Form of Tenant Estoppel Certificate Exhibit G H - Parking Exhibit H - Telecommunications Agreement Exhibit I - Renewal Option Exhibit J - Right of First Refusal Exhibit J J-1 - Offer Space Exhibit K - Termination Option Exhibit L - Rooftop Rights Exhibit M - Form of Letter of Credit Exhibit K N - Moisture and Mold Control Instructions Janitorial Specifications Exhibit L O - Option to Extend UPS/Generator Exhibit P - Restrictions on Building LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. 34 This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNERCENTREPORT TRINITY, LTD., a Texas limited partnership By: CARDINAL CENTREPORT, LLC, a Delaware Texas limited liability company company, its General Partner By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC INVESCO, INC., a Delaware Corporation corporation its Manager By: INVESCO REAL ESTATE DIVISION By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Xxxxxxx Name: Xxxxx Xxxxxxxx Xxxxxxx Title: Vice President & TENANT: RADIANT SYSTEMS, INC., a Georgia corporation By: /s/ Xxxx Xxxxxx Name: Xxxx Xxxxxx Title: Chief Operating Financial Officer Execution Date: Mar 19OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, 2018Inc. Signature Page OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. A-1 OFFICE LEASE AGREEMENT CentrePort/Radiant Systems, Inc. B-1
Appears in 1 contract
LIST OF EXHIBITS. All The following exhibits and attachments attached hereto are fully incorporated herein into this Agreement by this reference. : Exhibit A - Outline Uniform General Conditions for University of Premises Texas System Building Construction Contracts Exhibit B - Operating Costs, Taxes and Insurance Owner’s Specifications Exhibit C - Tenant Finish-Work Allowable General Conditions Line Items Exhibit D - Building Rules Guaranteed Maximum Price Proposal Form Attachment 1 to Exhibit D - Guidelines for the Preparation of the GMP Attachment 2 to Exhibit D - Payment and Regulations Performance Bonds Exhibit E - Form of Confirmation of Commencement Date Letter Security Bond Exhibit F - Form of Tenant Estoppel Certificate Construction Manager’s Personnel and Monthly Salary Rate Exhibit G - Parking Constructability Implementation Program Exhibit H - Telecommunications Policy on Utilization, Historically Underutilized Businesses Exhibit I - Right of First Refusal HUB Subcontracting Plan for Pre-Construction Phase Services Exhibit J - Letter of Credit Additional Services Proposal Exhibit K - Moisture K- Amendments when using BIM Process --OPTIONAL- BY SIGNING BELOW, the Parties have executed and Mold Control Instructions Exhibit L - Option bound themselves to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated Agreement as of the date day and year first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD(SEAL) ATTEST: AB/VWP BFC OWNER, LLC, a Delaware limited liability company (Construction Manager) By: /s/ Xxxxxx X Xxxxxxx Name(original signature) By: Xxxxxx X Xxxxxxx Title: VP Execution (original signature) (name and title typed) (name and title typed) Date: 3/22/18 TENANTCONTENT APPROVED: DERMAVANT SCIENCES INC a Delaware Corporation Office of Facilities Planning and Construction The University of Texas System BOARD OF REGENTS THE UNIVERSITY OF TEXAS SYSTEM (Owner) By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018original signature) By: (original signature) Name: Xxxxx Xxxxxxxx Xxxxxxx X’Xxxxxxx Title: President & Chief Operating Officer Execution Associate Vice Chancellor for Facilities Planning and Construction Name: Xx. Xxxxx X. Kelley Title: Executive Vice Chancellor For Business Affairs Date: Mar 19, 2018BOARD OF REGENTS THE UNIVERSITY OF TEXAS SYSTEM (Owner) By: (original signature) Name: Xxxxxxx XxXxxxx Title: Chancellor Date: UNIFORM GENERAL CONDITIONS FOR UNIVERSITY OF TEXAS SYSTEM BUILDING CONSTRUCTION CONTRACTS
1. Special Conditions with Attachments
a. Attachment “A” – Prevailing Wage Rate Determination
b. Attachment “B” – Project Sign Layout
c. Attachment “C: - Weather Days (OPTIONAL UT AUSTIN ONLY) 2. Project Insurance (OCIP) Section 00 73 16 3. Project Administration Requirements Section 01 31 00 4. Project Planning and Scheduling Section 01 32 00 5. Project Safety Requirements Section 01 35 23 6. Project Quality Control Section 01 45 00 7. Temporary Storm Water Pollution Controls Section 01 57 23 8. Project Closeout Procedures Section 01 77 00 9. General Commissioning Requirements Section 01 91 00 10. Cast Bronze Dedicatory Building Plaque Section 10 14 16.11 On-Site Project Management Staff Safety Coordinator/Assistant(s) CPM Scheduler Project Executive Superintendent(s) Office Engineer(s) Project Manager(s) Project Expeditor(s) Project Support Staff Assistant Superintendent(s) Out-of-State Project Specific Travel* Commissioning Coordinator Bonds and Insurance Builder’s Risk Insurance General Liability Insurance (unless ROICP) Payment and Performance Bonds (not trade contractors or subcontractors bonds) Other Project Insurance as Required by Contract (not subcontractor default insurance program costs) Temporary Project Utilities Dumpsters Project Water Project Electricity Temporary Toilets Monthly Hardwire Telephone / Internet Service Temporary Fire Protection Street Rental and Barricades Telephone / Internet System Installation Fencing and Covered Walkways Temporary Water Distribution and Meters Temporary Electrical Distribution and Meters Site Erosion Control (BMP) and Project Entrance(s) Field Offices & Office Supplies Partnering Costs First Aid Supplies Job Photos/Videos Reprographic Services Project Specific Signage Monthly Office Supplies Postage/Special Shipping Remote Parking Expenses Project/As-Built Drawings Project Reference Manuals Project Milestone Event(s)* Security System/Watchman Move-In/Out and Office Setup Safety Material and Equipment Employee Identification System Drinking Water and Accessories Small Tools and Storage Trailers Office Clean-Up/Janitorial Services Monthly Office Trailer Rental Costs Mobilization and Demobilization (Equipment Only) * Specific justification and all estimated costs shall be submitted and approved by the Owner prior to any travel or event.
Appears in 1 contract
Samples: Construction Manager Agreement
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet FORM OF NOTICE OF EFFECTIVENESS OF REGISTRATION STATEMENT [TRANSFER AGENT] Re: DarkPulse, Inc. Ladies and attachments attached hereto Gentlemen: We are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costscounsel to DarkPulse, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLCInc., a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution corporation (the “Company”), and have represented the Company in connection with that certain Equity Financing Agreement (the “Investment Agreement”) entered into by and among the Company and GHS Investments, LLC (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”) on the terms and conditions set forth in the Investment Agreement. Pursuant to the Investment Agreement, the Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 20__, the Company filed a Registration Statement on Form S-1 (File No. __-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that a member of the SEC's staff has advised us by telephone that the SEC has entered an order declaring the Registration Statement effective under the 1933 Act at ______ on __________, 20__ and we have no knowledge, after telephonic inquiry of a member of the SEC's staff, that any stop order suspending its effectiveness has been issued or that any proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for sale under the 1933 Act pursuant to the Registration Statement Very truly yours, [Company Counsel] Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018:
Appears in 1 contract
LIST OF EXHIBITS. All exhibits Exhibit A - Description of Property Exhibit B - Site Map Exhibit C - Grant Deed Exhibit D - Certificate of Seller Updating Representations And Warranties Exhibit E - Right of Entry and attachments License (OM&M) Exhibit F - Right of Entry and License (Lot 2 Grading) Exhibit G - Covenant for Payment Exhibit H - Termination of Memorandum and WIG OPA Exhibit I - Certificate of Transferor Other than an Individual (FIRPTA Affidavit) Exhibit J - Grading Sheet for Lot 2 Rough Grading EXHIBIT A DESCRIPTION OF PROPERTY The land referred to in this Commitment is situated in the City of Anaheim, County of Orange, State of California, and is described as follows: XXX 0 XX XXXXX XX XXX XXXX XXXXXXXXXX XX PARCEL MERGER NO. 661, AS EVIDENCED BY DOCUMENT RECORDED OCTOBER 16, 2008 AS INSTRUMENT NO. 2008000479372 OF OFFICIAL RECORDS, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: THOSE PORTIONS OF PARCELS 1 AND 3 OF THAT CERTAIN GRANT DEED TO NNT PROPERTIES, LLC ET. AL., IN THE CITY OF ANAHEIM, COUNTY OF ORANGE, STATE OF CALIFORNIA, SAID DEED RECORDED MARCH 29, 2006 AS INSTRUMENT NO. 2006000206229, OFFICIAL RECORDS OF SAID COUNTY, MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE INTERSECTION OF THE SOUTHERLY PROLONGATION OF THE WESTERLY LINE OF SAID PARCEL 1 WITH THE SURVEY CENTERLINE OF LINCOLN AVENUE (40.00 HALF-WIDTH PER XXXXX XX. 00000 RECORDED IN BOOK 540 PAGES 14 THROUGH 17, INCLUSIVE OF MISCELLANEOUS MAPS RECORDS OF SAID COUNTY), SAID INTERSECTION DISTANT NORTH 89°41'10" EAST 992.75 FEET FROM THE SOUTHWESTERLY XXXXXX XX XXXXXXX 00, XXXXXXXX 0 XXXXX, XXXXX 00 XXXX XX XXX XXX XXXXXXXXXX BASE AND MERIDIAN PER SAID DEED; THENCE, NORTH 00°12'50" WEST, ALONG SAID PROLONGATION AND SAID WESTERLY LINE, 648.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING, NORTH 00°12'50" WEST, ALONG SAID WESTERLY LINE, 680.07 FEET TO THE NORTHWESTERLY CORNER OF SAID PARCEL 1; THENCE, NORTH 89°41'20" EAST, ALONG THE NORTHERLY LINES OF SAID PARCELS 1 AND 3, A DISTANCE OF 333.44 FEET TO THE NORTHEASTERLY CORNER OF SAID PARCEL 3; THENCE, SOUTH 00°14'35" EAST, ALONG THE EASTERLY LINE OF SAID PARCEL 3, A DISTANCE OF 680.06 FEET TO ITS INTERSECTION WITH A LINE PARALLEL WITH AND DISTANT 608.00 FEET NORTHERLY, MEASURED AT RIGHT ANGLES, FROM THE SOUTHERLY LINE OF SAID PARCEL 1 AND PARCEL 2 OF SAID GRANT DEED, SAID SOUTHERLY LINES ALSO BEING THE NORTHERLY RIGHT-OF-WAY LINE OF SAID LINCOLN AVENUE; THENCE, SOUTH 89°41'10" WEST, ALONG SAID PARALLEL LINE, 333.79 FEET TO THE POINT OF BEGINNING. EXCEPTING ALL OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES LYING NOT LESS THAN 100 FEET BELOW THE SURFACE OF SAID LAND, FOR A PERIOD OF 15 YEARS FROM JULY 29, 1953, PROVIDED THAT SELLER, HIS SUCCESSORS AND ASSIGNS SHALL NOT HAVE THE RIGHT TO GO UPON THE SURFACE OF THE SOUTH HALF OF SAID LAND FOR THE PURPOSE OF EXTRACTING SAID OIL, GAS OR OTHER HYDROCARBON AND MINERAL SUBSTANCES, NOT FOR ANY PURPOSES IN CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE SAID OIL, GAS AND/OR OTHER HYDROCARBON AND MINERAL SUBSTANCES, NOR FOR ANY PURPOSE IN CONNECTION THEREWITH, BUT SHALL HAVE THE RIGHT TO EXTRACT AND REMOVE SAID OIL, GAS AND OTHER HYDROCARBON AND MINERAL SUBSTANCES BY MEANS OF SLANT-DRILLED XXXXX LOCATED ON THE NORTH HALF OF SAID LAND, OR BY ANY OTHER MEANS WHICH SHALL NOT REQUIRE ENTRY UPON THE SURFACE OF THE SOUTH HALF OF SAID LAND, AS RESERVED IN THE DEED FROM XXXXXX XXXXXXXX XXXXX TO XXXXXXXX X. XXXXX AND WIFE, RECORDED DECEMBER 24, 1954 IN BOOK 2905 PAGE 481 OF OFFICIAL RECORDS. APN: 000-000-00 EXHIBIT B SITE MAP EXHIBIT C GRANT DEED City of Anaheim 000 Xxxxx Xxxxxxx Xxxxxxxxx Xxxxxxx, XX 00000 Attn: City Attorney APN: 000-000-00 [Space above for recorder.] DOCUMENTARY TRANSFER TAX $(exempt; no consideration; exempt from recording charges, Government Code Section 27383) FOR VALUABLE CONSIDERATION, receipt of which is hereby acknowledged, WESTGATE INVESTMENT GROUP, LLC, a California limited liability company (“Grantor”), hereby grants to the CITY OF ANAHEIM, a charter city and a municipal corporation duly organized and existing under the Constitution and the laws of the State of California (“Grantee”) that certain real property located in the County of Orange, State of California, more particularly described on Attachment No. 1 attached hereto are and incorporated herein by this referencereference (the “Property”), subject to existing easements, restrictions and covenants of record. Exhibit A - Outline The grant of Premises Exhibit B - Operating Costs, Taxes title is subject to the provisions of that certain unrecorded agreement entitled “Purchase and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules Sale Agreement” by and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture between Grantor and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be Grantee dated as of the date first above written. If the execution date is left blankMarch 27, this Lease shall be deemed executed as 2018; a copy of the date first written above. LANDLORD: AB/VWP BFC OWNER, LLC, Purchase Agreement is on file with the Grantee as a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018public record.
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Samples: Purchase Agreement
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Revolving Note Exhibit B - Operating Costs, Taxes Borrower's and Insurance each Subsidiary's Business Locations Exhibit C - Tenant Finish-Work Jurisdictions in which Borrower and each Subsidiary is Authorized to do Business Exhibit D - Building Rules and Regulations Capital Structure of Borrower Exhibit E - Form of Confirmation of Commencement Date Letter Corporate Names Exhibit F - Form Tax Identification Numbers of Tenant Estoppel Subsidiaries Exhibit G Patents, Trademarks, Copyrights and Licenses Exhibit H Contracts Restricting Borrower's Right to Incur Debts Exhibit I Litigation Exhibit J Capitalized Leases Exhibit K Operating Leases Exhibit L Pension Plans Exhibit M Labor Contracts Exhibit N Compliance Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right O Permitted Liens EXHIBIT A REVOLVING PROMISSORY NOTE $5,000,000 July 13, 2000 FOR VALUE RECEIVED, ZOOM TELEPHONICS, INC., a Massachusetts corporation with a business address of First Refusal Exhibit J - Letter 000 Xxxxx, Xxxxxx, Xxxxxxxxxxxxx 00000 (hereinafter referred to as the "Borrower"), promises to pay to the order of Fleet Capital Corporation, a Rhode Island (the "Lender"), at the offices located at Xxx Xxxxxx Xxxxx, Xxxxx 000, Xxxxxx, Xxxxxxxxxxxxx 00000, the lesser of (i) the principal sum of Five Million and 00/100 Dollars ($5,000,000.00), or (ii) the aggregate unpaid principal amount of all advances of funds under the Revolving Credit Exhibit K - Moisture Loan made by the Lender to the Borrower pursuant to that certain Loan and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be Security Agreement dated as of the date first above writtenhereof by and between the Borrower and the Lender, as the same may be amended (the "Loan Agreement"). If The Borrower shall pay in full all unpaid principal, interest, fees and other amounts due under this Note upon termination hereof pursuant to the execution date is left blank, this Lease shall be deemed executed as Loan Agreement. The Borrower promises to pay to the order of the Lender interest before and after maturity on the principal amount of this Note outstanding from time to time from the date first written abovehereof until payment in full of all principal, interest, fees and other sums due under this Note in accordance with the Loan Agreement. LANDLORD: AB/VWP BFC OWNERUpon the occurrence and during the continuance of an Event of Default, LLCthe principal amount of all Loans shall bear interest at a rate per annum equal to two percent (2.0%) above the interest rate otherwise applicable thereto. Principal, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19interest, 2018fees and other sums are payable in immediately available Dollars to the Agent at its address set forth in the Loan Agreement or as otherwise directed in writing from the Agent to the Borrower. This Note is one of the Revolving Credit Notes referred to in, and is entitled to the benefits of, the Loan Agreement. The applicable terms and provisions of the Loan Agreement are incorporated herein by reference as if fully set forth herein. In the event of any conflict between any provision of this Note and any provision(s) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19of the Loan Agreement, 2018such provision(s) of the Loan Agreement shall control. Each capitalized term used in this Note and not expressly defined in this Note shall have the meaning ascribed to such term in the Loan Agreement. The Loan Agreement, among other things, contains provisions for acceleration of the maturity of this Note upon the happening of certain stated events and also for prepayments on account of principal of this Note prior to the maturity of this Note upon the terms and conditions specified in the Loan Agreement.
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LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Description of the Land Exhibit C - Tenant Finish-Work Operating Cost Excess, Tax Excess and Insurance Excess Exhibit C-1- Operating Cost Exclusions Exhibit D - Work Letter Exhibit D-1 - Contractor Rules and Regulations Exhibit D-2 - Energy & Sustainability Construction Guidelines & Requirements Exhibit E - Building Rules and Regulations Exhibit E E-1 - Parking Rules and Regulations Exhibit F - Form of Confirmation of Commencement Date Letter Exhibit F G - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Landlord’s Services Exhibit I I-1 - Right List of First Refusal Approved Issuing Banks Exhibit J I-2 - Form of Letter of Credit Exhibit K J - Moisture and Mold Control Instructions Exhibit K - Expansion Option and Right of First Offer Exhibit L - Option to Extend Memorandum of Lease Exhibit M - Form of Bill of Sale for Accepted Furniture LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND AND. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS LEASE, TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. IMPLIED This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above written. If the execution date is left blank, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER55 CAMBRIDGE PARKWAY, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation Invesco ICRE Massachusetts REIT Holdings, LLC, its sole member By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: Vice President & Chief Operating Officer and Assistant Secretary Execution Date: Mar 19January 22, 20182024 TENANT: SAGE THERAPEUTICS, INC., a Delaware corporation By: /s/ Xxxxx Xxxxxx Name: Xxxxx Xxxxxx Title: CEO Execution Date: 1/4/2024
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. Exhibit A - Outline – Form of Premises Xxxx of Sale and Assignment and Assumption Agreement Exhibit B - Operating Costs, Taxes – Form of Intellectual Property License Agreement between Trican Parent and Insurance Buyer Exhibit C - Tenant Finish-Work – Form of Intellectual Property License Agreement among Trican Parent, Trican U.S. and Buyer Exhibit D - Building Rules and Regulations – Form of Intellectual Property Transfer Agreement Exhibit E - – Form of Confirmation of Commencement Date Letter Transition Services Agreement Exhibit F - – Form of Tenant Estoppel Certificate Third Amended and Restated Xxxxx Parent LLC Agreement Exhibit G - Parking Exhibit H - Telecommunications Exhibit – Form of Services Agreement Annex I - Right – Seller Companies Annex II – Excluded Businesses Annex III – Permitted Encumbrances Annex IV – Net Working Capital Calculation Annex V–a – Disclosed Claims (Buyer Controlled) Annex V–b – Disclosed Claims (Seller Controlled) Annex VI – Equipment Preservation Program Annex VII – Trican U.S. Reorganization Annex VIII – Form of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture Stay Bonus Agreement THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated entered into as of the date first above written. If the execution date is left blankJanuary 25, this Lease shall be deemed executed as of the date first written above. LANDLORD: AB/VWP BFC OWNER2016 by and among Xxxxx Group Holdings, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC (“Xxxxx Parent”), Xxxxx Frac, LP (“Buyer” and together with Xxxxx Parent, the “Buyer Companies”), Trican Well Service Ltd., an Alberta corporation (“Trican Parent”) and Trican Well Service, L.P., a Delaware Corporation By: /s/ limited partnership (“Trican U.S.” and collectively with any other Subsidiary of Trican Parent that has any right, title and interest in the Purchased Assets, including those Subsidiaries set forth on Annex I hereto, the “Seller Companies”). Xxxxx Xxxxxxxx (Mar 19Parent, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19Buyer, 2018Trican Parent and each of the Seller Companies are each referred to individually as a “Party” and collectively as the “Parties.” Capitalized terms used, but not otherwise defined herein have the meanings set forth in Section 1.1 below.
Appears in 1 contract
LIST OF EXHIBITS. All exhibits and attachments attached hereto are incorporated herein by this reference. EXHIBIT A: Premises EXHIBIT B: Work Letter Agreement EXHIBIT C SNDA EXHIBIT D Signage Exhibit A - Outline of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building EXHIBIT E Intentionally Deleted EXHIBIT F Hazardous Materials Disclosure EXHIBIT G: Notice to Lessees EXHIBIT H: Notice to Lessees EXHIBIT I: Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD SCHEDULE 1: Site Plan SCHEDULE 2 Removable Alterations LESSOR AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, LESSEE EACH HAS CAREFULLY READ AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE HAS REVIEWED THIS LEASE AND BEEN ADVISED BY LANDLORD LEGAL COUNSEL OF ITS OBLIGATIONS HEREUNDER, OWN CHOOSING AS TO EACH TERM AND PROVISION CONTAINED HEREIN AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREINBY EXECUTION OF THIS LEASE, TENANT SHALL CONTINUE SHOWS ITS INFORMED AND VOLUNTARY CONSENT THERETO. EACH PARTY HEREBY AGREE THAT, AT THE TIME THIS LEASE IS EXECUTED, THE TERMS AND CONDITIONS OF THIS LEASE ARE COMMERCIALLY REASONABLE AND EFFECTUATE THE INTENT AND PURPOSE OF LESSOR AND LESSEE WITH RESPECT TO PAY THE RENTPREMISES. Executed at Redwood City, WITHOUT ABATEMENTCalifornia, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed on the respective dates set forth below, but for reference purposes, this Lease shall be dated as of the date first above writtenreference date. If the execution date is left blankc/o Xxx Xxxx Company PACIFIC SHORES INVESTORS, this Lease shall be deemed executed as of the date first written above. LANDLORDLLC 000 Xxxxxxxxxx Xxxxxx, Xxxxx 0000 a Delaware limited liability company Xxx Xxxxxxxxx, XX 00000-0000 By: AB/VWP BFC OWNERPacific Shores Mezzanine, LLC, a Delaware limited liability company, its sole member By: Pacific Shores Junior Mezz, LLC, a Delaware limited liability company its sole member By: Pacific Shores Junior Mezz Managers, LLC, a Delaware limited liability company, its sole member By: Pacific Shores Development, LLC, a Delaware limited liability company, its sole member By: TECHNOLOGY LAND LLC, a California limited liability company, Operating Member By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC Xxx Xxxx Xxx Xxxx, Sole Managing Member THRESHOLD PHARMACEUTICALS, INC. a Delaware Corporation By: corporation /s/ Xxxxx X. Xxxxxxxx (Mar 19Type or print name) Its: Chief Financial Officer Threshold Pharmaceuticals, 2018) NameInc. Building 8 0000 Xxxxxxx Xxxxxxxxx Xxxxxxx Xxxx, XX 00000 Real property in the City of Redwood City, County of San Mateo, State of California described as follows: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19Lot 8, 2018as shown on the certain Map of Pacific Shores Center filed July 21, 2000 in Book 130 of Maps, pages 66-74, San Mateo County Records.
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Samples: Triple Net Space Lease (Threshold Pharmaceuticals Inc)
LIST OF EXHIBITS. All exhibits EXHIBIT A Registration Rights Agreement EXHIBIT B Notice of Effectiveness EXHIBIT C Put Notice EXHIBIT D Put Settlement Sheet EXHIBIT E Plan of Distribution [TRANSFER AGENT] Re: Lode-Star Mining Inc. Ladies and attachments attached hereto Gentlemen: We are incorporated herein counsel to Lode-Star Mining Inc., a Nevada corporation (the “Company”), and have represented the Company in connection with that certain Investment Agreement (the “Investment Agreement”) entered into by this reference. Exhibit A - Outline and among the Company and Crane Creek, Inc. (the “Investor”) pursuant to which the Company has agreed to issue to the Investor shares of Premises Exhibit B - Operating Costs, Taxes and Insurance Exhibit C - Tenant Finish-Work Exhibit D - Building Rules and Regulations Exhibit E - Form of Confirmation of Commencement Date Letter Exhibit F - Form of Tenant Estoppel Certificate Exhibit G - Parking Exhibit H - Telecommunications Exhibit I - Right of First Refusal Exhibit J - Letter of Credit Exhibit K - Moisture and Mold Control Instructions Exhibit L - Option to Extend LANDLORD AND TENANT EXPRESSLY DISCLAIM ANY IMPLIED WARRANTY THAT THE PREMISES ARE SUITABLE FOR TENANT’S INTENDED COMMERCIAL PURPOSE, AND TENANT’S OBLIGATION TO PAY RENT HEREUNDER IS NOT DEPENDENT UPON THE CONDITION OF THE PREMISES OR THE PERFORMANCE BY LANDLORD OF ITS OBLIGATIONS HEREUNDER, AND, EXCEPT AS OTHERWISE EXPRESSLY PROVIDED HEREIN, TENANT SHALL CONTINUE TO PAY THE RENT, WITHOUT ABATEMENT, DEMAND, SETOFF OR DEDUCTION, NOTWITHSTANDING ANY BREACH BY LANDLORD OF ITS DUTIES OR OBLIGATIONS HEREUNDER, WHETHER EXPRESS OR IMPLIED. This Lease is executed the Company’s common stock with $0.001 par value (the “Common Stock”) on the respective dates terms and conditions set forth belowin the Investment Agreement. Pursuant to the Investment Agreement, but for reference purposesthe Company also has entered into a Registration Rights Agreement with the Investor (the “Registration Rights Agreement”) pursuant to which the Company agreed, this Lease shall be dated among other things, to register the Registrable Securities (as defined in the Registration Rights Agreement), including the shares of Common Stock issued or issuable under the Investment Agreement under the Securities Act of 1933, as amended (the “1933 Act”). In connection with the Company’s obligations under the Registration Rights Agreement, on ____________ ___, 2016, the Company filed a Registration Statement on Form S- 1 (File No. 333-________) (the “Registration Statement”) with the Securities and Exchange Commission (the “SEC”) relating to the Registrable Securities which names the Investor as a selling shareholder thereunder. In connection with the foregoing, we advise you that the Registration Statement has become effective under the 1933 Act at [ enter the time of effectiveness ] on [ enter the date first above writtenof effectiveness ] and to the best of our knowledge, no stop order suspending its effectiveness has been issued and no proceedings for that purpose are pending before, or threatened by, the SEC and the Registrable Securities are available for resale under the 1933 Act pursuant to the Registration Statement. If the execution date is left blankVery truly yours, this Lease shall be deemed executed as of the date first written above. LANDLORD[Company Counsel] [______________ ] [______________ ] [______________ ] Attn: AB/VWP BFC OWNER, LLC, a Delaware limited liability company By: /s/ Xxxxxx X Xxxxxxx Name: Xxxxxx X Xxxxxxx Title: VP Execution Date: 3/22/18 TENANT: DERMAVANT SCIENCES INC a Delaware Corporation By: /s/ Xxxxx Xxxxxxxx (Mar 19, 2018) Name: Xxxxx Xxxxxxxx Title: President & Chief Operating Officer Execution Date: Mar 19, 2018[______________ ]
Appears in 1 contract