MISCELLANEOUS 75 Sample Clauses

MISCELLANEOUS 75. Section 8.1 Nonsurvival of Representations and Warranties 75 Section 8.2 Entire Agreement; Assignment 75 Section 8.3 Notices 76 Section 8.4 Governing Law and Venue; Waiver of Jury Trial 77 Section 8.5 Interpretation; Certain Definitions 78 Section 8.6 Parties In Interest 79 Section 8.7 Severability 79 Section 8.8 Specific Performance 79 Section 8.9 Amendment 81 Section 8.10 Extension; Waiver 81 Section 8.11 Counterparts 81 Section 8.12 Definitions 82 Exhibits Exhibit A – Form of REIT Opinion Exhibit B – Terms of New Partnership Preferred Units Schedules Schedule A – Parent Knowledge Schedule B – Parent Contact Persons AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (this “Agreement”), dated as of May 6, 2018, is by and among Gramercy Property Trust, a Maryland real estate investment trust (the “Company”), BRE Glacier Parent L.P., a Delaware limited partnership (“Parent”), BRE Glacier L.P., a Delaware limited partnership (“Merger Sub I”), BRE Glacier Acquisition L.P., a Delaware limited partnership (“Merger Sub II”), and GPT Operating Partnership LP, a Delaware limited partnership (the “Partnership”).
Sample 1
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Related to MISCELLANEOUS 75

  • Miscellaneous Provisions Section 11.01

  • Miscellaneous Terms The term "or" is disjunctive; the term "and" is conjunctive. The term "shall" is mandatory; the term "may" is permissive. Masculine terms also apply to females; feminine terms also apply to males. The term "including" is by way of example and not limitation.

  • Miscellaneous and General 9.1. Survival.....................................................................49 9.2. Modification or Amendment....................................................50 9.3.

  • Miscellaneous Powers The Trustees shall have the power to: (a) employ or contract with such Persons as the Trustees may deem desirable for the transaction of the business of the Trust; (b) enter into joint ventures, partnerships and any other combinations or associations; (c) purchase, and pay for out of Trust Property, insurance policies insuring the Shareholders, Trustees, officers, employees, agents, investment advisors, distributors, selected dealers or independent contractors of the Trust against all claims arising by reason of holding any such position or by reason of any action taken or omitted by any such Person in such capacity, whether or not constituting negligence, or whether or not the Trust would have the power to indemnify such Person against such liability; (d) establish pension, profit-sharing, share purchase, and other retirement, incentive and benefit plans for any Trustees, officers, employees and agents of the Trust; (e) make donations, irrespective of benefit to the Trust, for charitable, religious, educational, scientific, civic or similar purposes; (f) to the extent permitted by law, indemnify any Person with whom the Trust has dealings, including without limitation any advisor, administrator, manager, transfer agent, custodian, distributor or selected dealer, or any other person as the Trustees may see fit to such extent as the Trustees shall determine; (g) guarantee indebtedness or contractual obligations of others; (h) determine and change the fiscal year of the Trust and the method in which its accounts shall be kept; and (i) adopt a seal for the Trust but the absence of such seal shall not impair the validity of any instrument executed on behalf of the Trust.

  • Other Miscellaneous Provisions The provisions of Sections 9.6, 9.8, 9.9, 9.11 and 9.12 of the Merger Agreement shall be incorporated into to this Agreement, mutatis mutandis, except for such changes as are required to comply with applicable Law.

  • Miscellaneous Assets Any other tangible or intangible assets, properties or rights of any kind or nature not otherwise described above in this Section 2.1 and now or hereafter owned or used by Seller in the operation of the Station, including but not limited to all goodwill of the Station.

  • Miscellaneous Charges The Fund shall be charged for the following products and services as applicable: o Ad hoc reports o Ad hoc SQL time o COLD Storage o Digital Recording o Banking Services, including incoming and outgoing wire charges o Microfiche/microfilm production o Magnetic media tapes and freight o Manual Pricing o Materials for Rule 15c-3 Presentations o Pre-Printed Stock, including business forms, certificates, envelopes, checks and stationary

  • Miscellaneous Matters The Company has presently outstanding unsecured non-convertible debt with a term of issue of at least four years, which is rated by a nationally recognized statistical rating organization in one of its four highest generic rating categories. The Company has filed with the Commission all material required to be filed pursuant to Sections 13, 14 or 15(d) of the Exchange Act since April 30, 2013.

  • Miscellaneous Benefits This Agreement is not intended, and shall not be deemed to be in lieu of any rights, benefits, and privileges to which Employee may be entitled as an Employee of Bank under any retirement, pension, profit sharing, insurance, hospital, bonus, vacation, or other plan or plans which may now be in effect or which may hereafter be adopted by Bank, it being understood that Employee shall have the same rights and privileges to participate in such plans and benefits, as any other employee, during the period of his employment.

  • Miscellaneous Transactions (A) PFPC Trust is authorized to deliver or cause to be delivered Property against payment or other consideration or written receipt therefor in the following cases:

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