Non-Disturbance and Recognition Sample Clauses

Non-Disturbance and Recognition. 4.1. In the event that City institutes any proceedings to enforce the Agreement, City agrees that, so long as Lender is not in default (beyond any applicable cure period provided to Lender under this NDRA) under the Agreement: 4.1.1. City will not interfere with or disturb Lender’s rights under the Agreement and this NDRA; and 4.1.2. Lender will not be made a party to any proceeding commenced pursuant to the Agreement, unless Lender is determined to be a necessary party for purposes of maintaining the action or securing other necessary relief not involving the termination of Lender’s interest under the Deed of Trust or the Assignment, provided that nothing herein will prevent City from giving any required notice to Lender. 4.2. Upon and following an Assumption, Lender will recognize the City’s rights under the Agreement for the balance of the Term thereof. The recognition described in this Section 4.2 will automatically become effective upon an Assumption by Lender.
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Non-Disturbance and Recognition. So long as Tenant is not in default (beyond any period expressed in the Lease within which Tenant may cure such default) in the payment of rent, (i) Tenant’s occupancy of the Premises shall not be disturbed by Agent in the exercise of any of its rights under the Mortgage during the term of the Lease, or any extension or renewal thereof made in accordance with the terms of the Lease; provided, however, Agent will have all the rights and remedies of the Landlord upon any default by Tenant under the Lease, (ii) Agent will not join Tenant as a party defendant in any action or proceeding for the purpose of terminating Tenant’s interest and estate under the Lease because of any default under the Mortgage, and (iii) upon succeeding to the interest of Borrower as Landlord under the Lease, except as provided in Sections 4 and 6 of this Agreement, Agent and Lenders shall recognize all of Tenant’s rights under the Lease, including, without limitation, all rights of rent offset set forth in the Lease and all rights under that certain Construction Escrow Agreement dated as of November , 2009 by and between Landlord, Tenant and Lawyers Title Insurance Corporation, as escrow agent; provided, however, Agent shall have no obligations under the Lease and under the Construction Escrow Agreement with respect to the construction of the Property or any improvements of the Premises or the Property or the funding thereof. Agent acknowledges that Tenant has self-help rights under the Lease relating to Landlord’s Work (as such term is defined in the Lease), as described in Section 6 hereof; the right to draw funds for completion of Landlord’s Work pursuant to the Construction Escrow Agreement; and a right of offset against rent under Section 3.2(B) of the Lease with respect to certain costs of completing the Base Building Work (as such term is defined in the Lease); and Agent agrees that none of the foregoing shall impair Tenant in any manner in the exercise of those rights.
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Non-Disturbance and Recognition. If (i) the City takes possession of or otherwise acquires title to the Cogeneration Facility or the Cogeneration Facility Site for any reason, including, but not limited to, the bankruptcy or other default of the Cogenerator, or (ii) the Site Lease terminates or expires prior to the expiration of the Term of this Agreement, for any period of time during which either party is, or both parties are, legally prohibited from executing the Phase III Site Lease pursuant to the terms of Section 2(B) below, the City covenants and agrees that the Phase III Sublease shall not be terminated by reason of the foregoing but rather the Phase III Sublease shall continue in full force and effect and the City shall recognize and accept the Phase III Cogeneration Facility Contractor as a direct tenant under the Phase III Sublease and be bound by and subject to the Phase III Sublease for the Term of this Agreement or for the period of time the parties are legally prevented from executing the Phase III Site Lease, whichever period is shorter, with the same force and effect as if the City were the original sublessor thereunder, including, but not limited to, the sublease and exclusive rights to occupy a certain portion of the Building described therein, and the Phase III Cogeneration Facility Contractor's rights and subleasehold easements to use, occupy and operate the Phase III Cogeneration Facility at the Phase III Cogeneration Facility Site, including, but not limited to, the “Existing Electrical/Control Room” described on Appendix 2-B attached hereto. Further, the City hereby agrees to not terminate such Phase III Sublease or this Phase III Easement Agreement, or otherwise disturb the Phase III Cogeneration Facility so long as the Phase III Cogeneration Facility Contractor is not in default under any of the terms, covenants or conditions of this Agreement after the expiration of any applicable cure period granted to the Phase III Cogeneration Facility Contractor and/or the Phase III Cogeneration Facility Lender. Pursuant to the terms of Article XXI below, the parties agree to record in the Official Records of the County of San Diego a memorandum of this Agreement which shall include the terms of the non-disturbance agreement set forth in this Section 2.
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Non-Disturbance and Recognition. Notwithstanding any provision in the Mortgage to the contrary, Lender agrees that in the event of a foreclosure of the Mortgage or other similar proceeding against Landlord that so long as Tenant continues to pay rent and otherwise comply with the terms and conditions of the Lease within applicable grace periods, then the Lease and the Leasehold Mortgage or Leasehold Deed of Trust in favor of Greystone Business Credit II, LLC (if it is, by its terms, in effect) shall remain in full force and effect and Tenant’s right to possession of the Premises will not be disturbed during the original term of the Lease or any renewal or extension thereof Should Tenant be named as a defendant in any such proceeding, Landlord shall indemnify Tenant with respect to any liability, claim or expense which Tenant may incur with respect to any such proceedings.
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Related to Non-Disturbance and Recognition

  • Non-Disturbance With respect to Security Devices entered into by Lessor after the execution of this Lease, Lessee's subordination of this Lease shall be subject to receiving assurance (a "non-disturbance agreement") from the Lender that Lessee's possession and this Lease, including any options to extend the term hereof, will not be disturbed so long as Lessee is not in Breach hereof and attorns to the record owner of the Premises.

  • Non-Disturbance Agreement (a) If Owner mortgages, charges or otherwise encumbers the Site, Owner shall notify Project Co and, at the request of Project Co, provide Project Co with an agreement executed by the mortgagee of the Site, permitting Project Co, Lender and Lender’s Consultant to access and use the Site under the licence granted pursuant to Section 9.1(a) and the Lender’s Direct Agreement, respectively, free from interference from the mortgagee or any person claiming by or through the mortgagee. This Section 9.5 shall not apply in respect of any portion of the Site or Facility used or developed pursuant to Section 9.2(b) if neither the licence granted pursuant to Section 9.1(a) nor the Work pertain to such portion of the Site.

  • Subordination, Non-Disturbance and Attornment In the event that Landlord places any Facility Mortgage on the Leased Property, Tenant agrees to promptly enter into, execute and deliver to the requesting party a commercially reasonable subordination, non-disturbance and attornment agreement with any such Facility Mortgagee, which shall acknowledge that this Lease, Tenant's interest hereunder and Tenant's leasehold interest in and to the Leased Property are junior, inferior, subordinate and subject in right, title, interest, lien, encumbrance, priority and all other respects to the lien of any Facility Mortgage or Mortgages now or hereafter in force and effect upon or encumbering Landlord's interest in the Leased Property, or any portion thereof, and to all collateral assignments by Landlord to any third party or parties of any of Landlord's rights under this Lease or the rents, issues and profits thereof or therefrom as security for any liability or indebtedness, direct, indirect or contingent, of Landlord to such third party or parties, and to all future modifications, extensions, renewals, consolidations and replacements of, and all amendments and supplements to any such mortgage, mortgages or assignments; provided such lender agrees not to disturb Tenant's occupancy of the Leased Property or its rights under this Lease as long as there is no existing and continuing Event of Default. If, within fifteen (15) days following Tenant's receipt of a written request by Landlord or the holder or proposed holder of any such Facility Mortgage, Tenant shall fail or refuse or shall have not executed any such subordination, non-disturbance and attornment agreement, Tenant shall be in breach and default of its obligation to do so and of this Lease and Landlord shall be entitled thereupon to exercise any and all remedies available to Landlord pursuant to this Lease or otherwise provided by law.

  • SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT AGREEMENT This Sublease ------------------------------------------------------- shall be subject and subordinate to any and all mortgages, deeds of trust, and other instruments in the nature of a mortgage, which may now or hereafter affect the Premises, the Demised Premises or the real property of which the Demised Premises form a part. Although no instrument or act on the part of Sublessee shall be necessary to effectuate such subordination, Sublessee shall, when requested, promptly execute and deliver to Sublessor such written instruments as shall be necessary to show the subordination of this Sublease to said mortgages, deeds of trust, or other instruments in the nature of a mortgage. Sublessor represents that the Master Lease is in full force and effect and that Sublessor and, to Sublessor's best knowledge, Landlord have each performed all of their respective obligations set forth in the Master Lease to the date hereof. Sublessor further agrees to continue during the term of this Sublease, as it may be extended or renewed, to perform all of its obligations under the Master Lease, excepting only those obligations which are to be performed by Sublessee hereunder. Prior to the commencement of the term hereof and as a condition to the effectiveness of this Sublease, Sublessor shall deliver to Sublessee a written agreement with Landlord substantially in form attached hereto as Exhibit C. Sublessor shall obtain a non-disturbance agreement from any subsequent mortgagee of the building of which the Premises are a part who subordinates the Master Lease to its interest as provided in Section 8.2 of the Master Lease.

  • SUBORDINATION AND NON-DISTURBANCE At the request from time to time by one or more holders of a mortgage or deed of trust that may hereafter be placed by Lessor upon the Leased Property or any part thereof, and any and all renewals, replacements, modifications, consolidations, spreaders and extensions thereof, within thirty (30) days from the date of request, Lessee shall execute and deliver and shall have all subtenants or sublessees of the Leased Property execute and deliver, to such holders a written agreement in a form reasonably acceptable to such holder whereby Lessee and such subtenants and sublessees subordinate this Lease and all of their rights and estate hereunder to each such mortgage or deed of trust that encumbers the Leased Property or any part thereof and agree with each such holder that Lessee and such subtenants and sublessees will attorn to and recognize such holder or the purchaser at any foreclosure sale or any sale under a power of sale contained in any such mortgage or deed of trust, as the case may be, as Lessor under this Lease for the balance of the Term then remaining, subject to all of the terms and provisions of this Lease; provided, however, that each such holder simultaneously executes and delivers a written agreement (a) consenting to this Lease and agreeing that, notwithstanding any such other mortgage, deed of trust, right, title or interest, or any default, expiration, termination, foreclosure, sale, entry or other act or omission under, pursuant to or affecting any of the foregoing, Lessee and such subtenants and sublessees shall not be disturbed in peaceful enjoyment of the Leased Property or the subleased property (as applicable) nor shall this Lease (nor the applicable subleases) be terminated or canceled at any time, except in the event Lessee or such applicable subtenant or sublessee is in default under this Lease or any of the Other Leases, Lessor shall have the right to terminate this Lease or the applicable subleases under the terms and provisions expressly set forth herein; (b) agreeing that for any period while it is Lessor hereunder, it will perform, fulfill and observe all of Lessor's representations, warranties and agreements set forth herein or therein; and (c) agreeing, unless otherwise expressly provided in the mortgage or deed of trust, that all proceeds of the casualty insurance described in Article XIV of this Lease and all Awards described in Article XV will be made available for restoration of the Leased Property as and to the extent required by this Lease, subject only to reasonable regulation regarding the disbursement and application thereof.

  • Subordination Attornment Non Disturbance This Lease is subject and subordinate to all present and future ground or underlying leases of the Premises and to the lien of any mortgages or trust deeds, now or hereinafter in force against the Premises and any other Premises attached to the Premises, if any, and to all renewals, extensions, modifications, consolidations and replacements thereof, and to all advances made or hereafter to be made upon the security of such mortgages or trust deeds, unless the holders of such mortgages or trust deeds, or the lessors under such ground lease or underlying leases, require in writing that this Lease be superior thereto. Tenant covenants and agrees in the event any proceedings are brought for the foreclosure of any such mortgage, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale if so requested to do so by such purchaser, and to recognize such purchaser as the Owner under this Lease. Tenant shall within five (5) days of request by Owner execute such further instruments or assurances as Owner may reasonably deem necessary to evidence or confirm the subordination or superiority of this Lease to any such mortgages, deeds of trusts, ground leases or underlying leases. Tenant waives the provisions of any current or future rule or law which may give or purport to give Tenant any right or election to terminate or otherwise adversely affect this Lease and the obligations of the Tenant hereunder in the event of any foreclosure proceeding or sale.

  • Nondisturbance Lender does hereby agree with Tenant that, in the event Lender becomes the fee simple owner of the Property by foreclosure, conveyance in lieu of foreclosure or otherwise, so long as Tenant complies with and performs its obligations under the Lease, (a) the Lease shall continue in full force and effect as a direct Lease between the succeeding owner of the Property and Tenant, upon and subject to all of the terms, covenants and conditions of the Lease, for the balance of the term of the Lease, and Lender will not disturb the possession of Tenant, and (b) the Premises shall be subject to the Lease and Lender shall recognize Tenant as the tenant of the Premises for the remainder of the term of the Lease in accordance with the provisions thereof; provided, however, that Lender shall not be: (i) subject to any claims, offsets or defenses which Tenant might have against any prior landlord (including Landlord); or (ii) liable for any act or omission of any prior landlord (including Landlord); or (iii) bound by any rent or additional rent which Tenant might have paid for more than the current month or any security deposit or other prepaid charge paid to any prior landlord (including Landlord); or (iv) bound by any amendment or modification of the Lease made without its written consent. Nothing contained herein shall prevent Lender from naming Tenant in any foreclosure or other action or proceeding initiated by Lender pursuant to the Mortgage to the extent necessary under applicable Law in order for Lender to avail itself of and complete the foreclosure or other remedy. Tenant acknowledges and agrees that it has no right or option of any nature whatsoever, whether pursuant to the Lease or otherwise, to purchase the Premises or the Property, or any portion thereof or any interest therein, and to the extent that Tenant has had, or hereafter acquires, any such right or option, the same is hereby acknowledged to be subject and subordinate to the Mortgage and is hereby waived and released as against Lender.

  • Non-Use and Non-Disclosure The Receiving Party agrees not to use any Confidential Information for any purpose except to evaluate and engage in discussions concerning a potential business relationship between the parties hereto. Receiving Party agrees not to disclose any Confidential Information to third parties or to its employees, except to those employees who are required to have the information in order to evaluate or engage in discussions concerning the contemplated business relationship. The Receiving Party shall not reverse engineer, disassemble or decompile any prototypes, software or other tangible objects which embody the Disclosing Party's Confidential Information and which are provided to the Receiving Party hereunder.

  • Governing Law; Attornment This Agreement shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein and the Guarantor hereby irrevocably attorns to the jurisdiction of the courts of Ontario.

  • Cooperation and Non-Disparagement The Executive agrees that, during the twelve-month period following his or her cessation of employment, he or she shall cooperate with the Company in every reasonable respect and shall use his or her best efforts to assist the Company with the transition of Executive’s duties to his or her successor. The Executive further agrees that, during this twelve-month period, he or she shall not in any way or by any means disparage the Company, the members of the Company’s Board of Directors or the Company’s officers and employees.

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