Material Project Agreements and Real Estate Rights Agreements Sample Clauses

Material Project Agreements and Real Estate Rights Agreements. Any Material Project Agreement or Real Estate Rights Agreement is declared in a judgment to be void, invalid or unenforceable against any counterparty of the Borrower or any other Loan Party party thereto, (ii) any Material Project Agreement or Real Estate Rights Agreement is suspended, cancelled or terminated, (iii) any Material Project Party or any counterparty of any Loan Party party to a Real Estate Rights Agreement shall either have expressly repudiated its material obligations under or persistently failed to perform its obligations under any Material Project Agreement or any Real Estate Rights Agreement, respectively, and such persistent failure could reasonably be expected to have a Material Adverse Effect on the Borrower or the Project, and such termination, repudiation, or failure is not remedied, or any breached Material Project Agreement is not replaced with a Replacement Project Agreement within thirty (30) days after written notice to the Loan Parties by the Administrative Agent (provided that such thirty (30)-day cure period will be extended by up to thirty (30) additional days to the extent the Borrower or any other applicable Loan Party is diligently undertaking to remedy the situation to the reasonable satisfaction of the Administrative Agent) or (iv) an Insolvency Proceeding occurs with respect to any Material Project Party, or the relevant Material Project Agreement is not continued on terms and conditions, or otherwise replaced with a Replacement Project Agreement within thirty (30) days after written notice to the Loan Parties by the Administrative Agent; or
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Material Project Agreements and Real Estate Rights Agreements. The Borrower shall perform and observe all material terms and provisions of each Material Project Agreement and Real Estate Rights Agreement to be performed or observed by it, (ii) maintain each Material Project Agreement and any Support Instrument relating thereto and each Real Estate Rights Agreement to which it is a party in full force and effect, (iii) exercise all its rights, discretion and remedies under each Material Project Agreement, related Support Instrument and each Real Estate Rights Agreement to which it is a party, in accordance with its terms and in a manner consistent with (and subject to) the Loan Parties’ obligations under the Loan Documents, (iv) take all such actions to such end as may be from time to time requested by the 97 NYDOCS02/1023777.17Midway Gold – Pan Gold Project – Credit Agreement Administrative Agent, (v) upon request of the Administrative Agent, make to each Material Project Party such demands and requests for information and reports or for action as the Borrower is entitled to make under such Material Project Agreement or Support Instrument, as the case may be, and (vi) notify the Collateral Agent and the Administrative Agent of any proposed amendment, termination, modification or waiver of any Material Project Agreement or Real Estate Rights Agreement to which it is a party.
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Material Project Agreements and Real Estate Rights Agreements. (i) Perform and observe in all material respects the terms and provisions of each Material Project Agreement to be performed or observed by it, subject to those being Contested, (ii) maintain each Material Project Agreement and any Support Instrument relating thereto in full force and effect in accordance with its terms and for the period of time covered thereby, (iii) exercise in all material respects its rights and remedies under each Material Project Agreement and related Support Instrument in accordance with their respective terms and in a manner consistent with (and subject to) its obligations under the Loan Documents, and (iv) notify the Lender of any proposed material amendment, termination, modification or waiver of any Material Project Agreement.
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Material Project Agreements and Real Estate Rights Agreements. (i) Perform and observe in all material respects the terms and provisions of each Material Project Agreement and Real Estate Rights Agreement to be performed or observed by it, subject to those being Contested, (ii) maintain each Material Project Agreement and any Support Instrument relating thereto and each Real Estate Rights Agreement in full force and effect in accordance with its terms and for the period of time covered thereby, (iii) exercise in all material respects its rights, discretion and remedies under each Material Project Agreement, related Support Instrument and each Real Estate Rights Agreement, in accordance with their respective terms and in a manner consistent with (and subject to) its obligations under the Loan Documents, and (iv) notify the Lender of any proposed material amendment, termination, modification or waiver of any Material Project Agreement.
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Material Project Agreements and Real Estate Rights Agreements. The Borrower shall (i) perform and observe all material terms and provisions of each Material Project Agreement and Real Estate Rights Agreement to be performed or observed by it, (ii) maintain each Material Project Agreement and any Support Instrument relating thereto and each Real Estate Rights Agreement to which it is a party in full force and effect, (iii) exercise all its rights, discretion and remedies under each Material Project Agreement, related Support Instrument and each Real Estate Rights Agreement to which it is a party, in accordance with its terms and in a manner consistent with (and subject to) the Loan Parties’ obligations under the Loan Documents, (iv) take all such actions to such end as may be from time to time requested by the Administrative Agent, (v) upon request of the Administrative Agent, make to each Material Project Party such demands and requests for information and reports or for action as the Borrower is entitled to make under such Material Project Agreement or Support Instrument, as the case may be, and (vi) notify the Collateral Agent and the Administrative Agent of any
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Related to Material Project Agreements and Real Estate Rights Agreements

  • Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the bailee with respect to each warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Adverse Agreements Company is not, and will not be as of the Closing Date, a party to any agreement or instrument or subject to any charter or other corporate restriction or any judgment, order, writ, injunction, decree, rule or regulation that materially and adversely affects the condition (financial or otherwise), operations, assets, liabilities, business or prospects of Company, the Business or the Assets.

  • Project Agreements (A) No Obligor will agree to any amendment, waiver or termination of a Project Agreement which would have a Material Adverse Effect or approve or vote in favour of any work programme, budget or development plan which would commit an Obligor to expenditure which it would not be able to meet from funds available to it, after taking account of forecast Project Costs and Financing Costs.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Company Lock Up Agreements The Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Placement Agent, it will not for a period of thirty (30) days after the date of this Agreement (the “Lock-Up Period”), (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer or dispose of, directly or indirectly, any ADSs, Ordinary Shares or other capital stock of the Company or any securities convertible into or exercisable or exchangeable for ADSs, Ordinary Shares or such other shares of capital stock of the Company; (ii) file or cause to be filed any registration statement with the Commission relating to the offering of any ADSs, Ordinary Shares or other shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company; or (iii) complete any offering of debt securities of the Company, other than entering into a line of credit with a traditional bank or (iv) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of ADSs, Ordinary Shares or other capital stock of the Company, whether any such transaction described in clause (i), (ii), (iii) or (iv) above is to be settled by delivery of ADSs, Ordinary Shares or other shares of capital stock of the Company or such other securities, in cash or otherwise. The restrictions contained in this Section 3.18 shall not apply to (i) the ADSs, Ordinary Shares and the Placement Agent’s Warrant, (ii) the issuance by the Company of ADSs upon the exercise of the Placement Agent’s Warrant or a stock option or warrant or the conversion of a security outstanding on the date hereof, or issuable pursuant to currently existing undertakings of the Company, which is disclosed in the Registration Statement, Disclosure Package and Prospectus, provided that such options, warrants, and securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise price, exchange price or conversion price of such securities or to extend the term of such securities, (iii) the issuance by the Company of stock options, shares of capital stock of the Company or other awards under any equity compensation plan of the Company, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period; and (iv) transactions with members of the management and/or the board of directors of the Company, involving the issuance of equity securities of the Company in consideration of cash, provided that the underlying shares shall be restricted from sale during the entire Lock-Up Period.

  • Material Project Documents (a) The Borrower shall at all times (i) perform and observe all of the covenants under the Material Project Documents to which it is a party, (ii) take reasonable actions to enforce all of its rights thereunder, and (iii) maintain the Leases to which it or any of its Subsidiaries is a party in full force and effect, except to the extent the same could not reasonably be expected to have a Material Adverse Effect.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Reciprocal Easement Agreements (a) Neither Borrower, nor any other party is currently in default (nor has any notice been given or received with respect to an alleged or current default) under any of the terms and conditions of the REA, and the REA remains unmodified and in full force and effect;

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