Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY
Appears in 3 contracts
Samples: Ground Lease (Clean Energy Fuels Corp.), Ground Lease (Clean Energy Fuels Corp.), Ground Lease (Clean Energy Fuels Corp.)
Page. 6.1 Organization and Good Standing. 30 6.2 Due Authorization 31 6.3 No Conflicts 31 6.4 Consents 31 6.5 Enforceable Obligations 31 6.6 Financial Condition 31 6.7 No Default 32 6.8 Indebtedness 32 6.9 Litigation 32 6.10 Taxes 32 6.11 Compliance with Law 32 6.12 ERISA 33 6.13 Use of Proceeds 33 6.14 Government Regulation 33 6.15 Solvency 33 SECTION 7. AFFIRMATIVE COVENANTS 33 7.1 Information Covenants 34 7.2 Preservation of Existence and Franchises 35 7.3 Surrender Books and Records. 35 7.4 Compliance with Law. 35 7.5 Payment of the Premises 19 ARTICLE Taxes. 35 7.6 Insurance 36 7.7 Performance of Obligations 36 7.8 ERISA. 36 7.9 Use of Proceeds 36 7.10 Audits/Inspections 36 7.11 Total Funded Debt to Capitalization 37 SECTION 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 NEGATIVE COVENANTS 37 8.1 Plans Nature of Business 37 8.2 Consolidation and Specifications 19 8.2 Construction Merger 37 8.3 Sale or Lease of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 Assets 38 8.4 Relocation of Utilities 20 Limitation on Liens 38 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE Fiscal Year 38 SECTION 9. DESTRUCTION 22 EVENTS OF DEFAULT 39 9.1 Obligation to Rebuild 22 Events of Default 39 9.2 No Abatement Acceleration; Remedies. 41 9.3 Allocation of Rent 23 ARTICLE Payments After Event of Default 42 SECTION 10. CONDEMNATION 23 AGENCY PROVISIONS 42 10.1 Rights 23 Appointment 42 10.2 Total Taking 23 Delegation of Duties 43 10.3 Substantial Taking 23 Exculpatory Provisions 43 10.4 Possession Following Reliance on Communications 44 10.5 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 Default 44 10.6 Partial Taking 24 Non-Reliance on Administrative Agent and Other Lenders 44 10.7 Taking for Temporary Use 24 Indemnification 45 10.8 Remediation Obligations 24 Administrative Agent in Its Individual Capacity 45 10.9 Sole and Exclusive Remedies 24 ARTICLE Successor Administrative Agent 46 SECTION 11. LESSEE'S DEFAULT 24 MISCELLANEOUS 46 11.1 Lessee's Default Defined 24 Notices 46 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Set-Off; Adjustments 46 11.3 Benefit of Agreement 47 11.4 No Waiver; Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination Cumulative 50 11.5 Payment of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesExpenses, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions 50 11.6 Amendments, Waivers and Consents 51 11.7 Counterparts; Telecopy 52 11.8 Headings 52 11.9 Defaulting Lender 52 11.10 Survival of this document have been redacted Indemnification and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties 52 11.11 GOVERNING LAW 52 11.12 WAIVER OF JURY TRIAL 53 11.13 Severability 53 11.14 Entirety 53 11.15 Binding Effect 53 11.16 Submission to Jurisdiction 53 11.17 Confidentiality 54 11.18 Designation of Lessee 33 17.2 Representations and Warranties SPVs 54 Schedule 1.1 Commitment Percentages Page Schedule 6.8 Indebtedness Schedule 11.1 Notices Exhibit 2.1(b) Form of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder Competitive Bid Request Exhibit 2.2(a) Form of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender Notice of Lease Not Merger 36 19.9 Entire Borrowing Exhibit 2.2(c) Form of Notice of Conversion/Continuation Exhibit 2.6(a) Form of Revolving Loan Note Exhibit 2.6(b) Form of Competitive Bid Loan Note Exhibit 5.1(c) Form of Closing Certificate Exhibit 5.1(f) Form of Legal Opinion Exhibit 7.1(c) Form of Officer’s Certificate Exhibit 11.3 Form of Assignment Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is 364-DAY CREDIT AGREEMENT (this “Credit Agreement”), dated as of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey May 30, 2002 among DOMINION RESOURCES, INC., a Virginia corporation, VIRGINIA ELECTRIC AND POWER COMPANY, a Virginia corporation, CONSOLIDATED NATURAL GAS COMPANY, a Delaware corporation (each of the Premises Exhibit "B" Easements above, individually, a “Borrower” and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule collectively, the “Borrowers”), the several banks and other financial institutions from time to time parties to this Credit Agreement (each a “Lender” and, collectively, the “Lenders”), JPMORGAN CHASE BANK, a New York banking corporation, as administrative agent for Water Services Exhibit "E-2" Quantity the Lenders hereunder (in such capacity, the “Administrative Agent”), BANK OF AMERICA, N.A. and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms THE BANK OF NOVA SCOTIA, as Co-Syndication Agents, and Conditions for OnBARCLAYS BANK PLC and CITIBANK, N.A., as Co-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the CommissionDocumentation Agents. Exhibit 10.25 EXECUTION COPYThe parties hereto hereby agree as follows:
Appears in 3 contracts
Samples: 364 Day Credit Agreement (Dominion Resources Inc /Va/), 364 Day Credit Agreement (Virginia Electric & Power Co), 364 Day Credit Agreement (Consolidated Natural Gas Co/Va)
Page. 7.3 Surrender Non-competition and Non-solicitation of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans Employees and Specifications 19 8.2 Construction Customers 32 Section 5.11 Further Assurances 33 Section 5.12 Transfer Taxes 33 Section 5.13 Accounts 33 Section 5.14 Assignment of LNG Facility 19 8.3 Insurance Covering LesseePre-Closing Proceedings 33 Section 5.15 Public Deal Proceedings 34 Section 5.16 Financing 34 Section 5.17 Affiliate Transactions 38 Section 5.18 Intellectual Property License 38 Section 5.19 Discontinuance of Use of Names 39 Section 5.20 Conduct 39 Section 5.21 Transaction Documents 39 Section 5.22 Commercial Agreements 39 Article VI Conditions Precedent 40 Section 6.1 Conditions to Each Party's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement Effect the Sale and Assumption 40 Section 6.2 Conditions to Obligations of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice Seller 40 Section 6.3 Conditions to Obligations of Taking 23 10.5 Apportionment for Award IDB Buyer 41 Article VII Termination 42 Section 7.1 Termination 42 Section 7.2 Effect of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Termination 43 Article VIII Survival; Indemnification 43 Section 8.1 Survival 43 Section 8.2 Indemnification 43 Section 8.3 Certain Limitations on Indemnification 46 Section 8.4 Mitigation 46 Section 8.5 Pledge Agreement 46 Section 8.6 Contribution 47 Section 8.7 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 Remedy 47 Article IX General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted Provisions 48 Section 9.1 Notices 48 Section 9.2 Interpretation 48 Section 9.3 Counterparts; Effectiveness 49 Section 9.4 Entire Agreement; Third Party Beneficiaries 49 Section 9.5 Severability 49 Section 9.6 Assignment 49 Section 9.7 Amendment 50 Section 9.8 Extension; Waiver 50 Section 9.9 Governing Law and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of TransferVenue; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay Jury Trial 50 Section 9.10 Enforcement 51 Section 9.11 JPI and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 New JPI Guaranty 52 Section 9.12 CME Guaranty 52 Exhibit A Escrow Agreement Exhibit B IDB Market Data Service Agreement Exhibit C Commercial Agreements Exhibit D Pledge Agreement Exhibit E Transition Services Agreement Exhibit F Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire GFI Exhibit G Intercreditor Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYii PURCHASE AGREEMENT
Appears in 2 contracts
Samples: Purchase Agreement (Jersey Partners Inc.), Purchase Agreement (Jersey Partners Inc.)
Page. 7.3 Surrender Governmental Authority and Licensing; Education Agency Approvals; Compliance with Educational Laws 44 4.14 Collateral 46 4.15 Patriot Act 46 4.16 Schedule 1.1 46 4.17 Benefit 46 Section 5. Affirmative Covenants 46 5.1 Financial Statements 46 5.2 Certificates; Other Information 48 5.3 Notices 49 5.4 Payment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction Obligations 50 5.5 Preservation of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesExistence, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 1450 5.6 Maintenance of Properties 50 5.7 Compliance with Laws 50 5.8 Books and Records 51 5.9 Inspection Rights 51 5.10 Further Assurances and Information Regarding Collateral 52 Section 6. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions Negative Covenants 53 6.1 Liens 53 6.2 No Further Negative Pledges 53 6.3 Fundamental Changes 53 6.4 Change in Nature of this document have been redacted and filed separately with the CommissionBusiness 54 6.5 Amendment of Organization Documents 54 6.6 Holding Company 54 Section 7. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey Guaranty 54 7.1 Guaranty of the Premises Exhibit "B" Easements Obligations 54 7.2 Payment by Guarantor 54 7.3 Liability of Guarantor Absolute 55 7.4 Waivers by Guarantor 56 7.5 Guarantor’s Rights of Subrogation, Contribution, etc. 57 7.6 Subordination of Other Obligations 58 7.7 Continuing Guaranty 58 7.8 Authority of Guarantor or Account Party 58 7.9 Financial Condition of Account Party 58 7.10 Bankruptcy, etc. 58 7.11 Discharge of Guaranty upon Sale of Guarantor 59 Section 8. Events of Default and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity Remedies 59 8.1 Events of Default 59 8.2 Remedies Upon Event of Default 62 8.3 Application of Funds 62 Section 9. Agents 63 9.1 Appointment of Agents 63 9.2 Powers and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form Duties 63 9.3 General Immunity 63 9.4 Agents Entitled to Act as Lender 65 9.5 Lenders’ Representations, Warranties and Acknowledgment 65 9.6 Right to Indemnity 65 9.7 Successor Administrative Agent, Collateral Agent and Issuing Bank 66 9.8 Collateral Documents and Guaranty 67 9.9 Withholding Taxes 68 Section 10. Miscellaneous 68 10.1 Notices 68 10.2 Expenses 69 10.3 Indemnity 70 10.4 Set-Off 71 10.5 Amendments and Waivers 71 10.6 Successors and Assigns; Participations 72 10.7 Independence of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form Covenants 76 10.8 Survival of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation Representations, Warranties and Agreements 76 10.9 No Waiver; Remedies Cumulative 76 10.10 Marshalling; Payments Set Aside 76 10.11 Severability 76 10.12 Obligations Several; Independent Nature of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions Lenders’ Rights 77 10.13 Headings 77 10.14 APPLICABLE LAW 77 10.15 CONSENT TO JURISDICTION 77 10.16 WAIVER OF JURY TRIAL 77 10.17 Confidentiality 78 10.18 Usury Savings Clause 79 10.19 Counterparts 79 10.20 Effectiveness 79 10.21 Patriot Act 79 10.22 Electronic Execution of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAssignments 80
Appears in 1 contract
Samples: Letter of Credit Facility Agreement (Education Management Corporation)
Page. Section 6 BOOKS AND RECORDS; REPORTS 22 6.1 Books and Records 22 6.2 Annual Reports 22 6.3 Tax Matters 22 6.4 Electronic Delivery 22 Section 7 AMENDMENTS 22 7.1 Amendments Generally 22 7.2 Amendment by the Board 23 7.3 Surrender Amendments Provided to Members 24 7.4 Amendment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Certificate 24 Section 8 TRANSFER OF UNITS AND ALTERATIONS 19 redemptions 24 8.1 Plans Registration and Specifications 19 Transfer of Shares 24 8.2 Construction of LNG Facility 19 Personal Conduct Repurchase Right 25 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Redemption Plan 26 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS 26 9.1 Definitions 26 9.2 Restrictions on Ownership and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Transfers 27 9.3 Transfer in Trust 28 9.4 Remedies For Breach 29 9.5 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Restricted Transfer 29 ARTICLE 14. ASSIGNMENT 9.6 Owners Required to Provide Information 29 9.7 Remedies Not Limited 30 9.8 Ambiguity 30 9.9 Exception and Changes to Ownership Limit 30 9.10 Severability 30 9.11 Excess Shares 30 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 33 10.1 Other Activities 33 10.2 Limitation of Liability 33 10.3 Indemnification 34 Section 11 DISSOLUTION AND SUBLETTING 30 WINDING UP 36 11.1 Liquidating Events 36 11.2 Winding Up 36 11.3 Rights of Members 37 11.4 Notice of Dissolution 37 11.5 Certificate of Cancellation 37 Section 12 POWER OF ATTORNEY 37 12.1 Power of Attorney 37 12.2 Survival of Power-of-Attorney 38 12.3 Written Confirmation of Power-of-Attorney 38 Section 13 MEMBERS’ VOTING POWERS AND MEETING 38 13.1 Voting 38 13.2 Voting Powers 38 13.3 Meetings 38 13.4 Record Dates 39 13.5 Quorum and Required Vote 39 13.6 Action by Written Consent 39 13.7 Classes and Series 39 Section 14 MISCELLANEOUS 39 14.1 Generally Forbidden 30 [***Notices 39 14.2 Binding Effect 40 14.3 Construction 40 14.4 Time 40 14.5 Headings 40 14.6 Severability 40 14.7 Further Action 40 14.8 Governing Law 41 14.9 Waiver of Action for Partition 41 14.10 Counterpart Execution 41 14.11 Board’s Discretion 41 14.12 Entire Agreement 41 14.13 Third Party Beneficiaries 41 14.14 Jurisdiction; Waiver of Jury Trial 41 14.15 Confidentiality 42 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and shall be effective as of [ ], 201[ ] Confidential portions (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to the terms of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAgreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)
Page. 7.3 Surrender Right and Authority of Receiver or Lender in the Event of Default; Power of Attorney 61 Section 5.4 Occupancy After Foreclosure 62 Section 5.5 Notice to Account Debtors 62 Section 5.6 Cumulative Remedies 63 Section 5.7 Payment of Expenses 63 ARTICLE VI MISCELLANEOUS TERMS AND CONDITIONS 63 Section 6.1 Time of Essence 63 Section 6.2 Release of Mortgage 63 Section 6.3 Certain Rights of Lender 63 Section 6.4 Waiver of Certain Defenses 63 Section 6.5 Notices 64 Section 6.6 Successors and Assigns; Joint and Several Liability 64 Section 6.7 Severability 64 Section 6.8 Gender 64 Section 6.9 Waiver; Discontinuance of Proceedings 64 Section 6.10 Section Headings 65 Section 6.11 GOVERNING LAW 65 Section 6.12 Counting of Days 65 Section 6.13 Relationship of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Parties 65 Section 6.14 Application of the Proceeds of the Note 66 Section 6.15 Unsecured Portion of Indebtedness 66 Section 6.16 Cross Default 66 Section 6.17 Interest After Sale 66 Section 6.18 Inconsistency with Other Loan Documents 66 Section 6.19 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation this Document 66 Section 6.20 No Merger 66 Section 6.21 Rights With Respect to Junior Encumbrances 66 Section 6.22 Lender May File Proofs of Utilities 20 8.5 Claim 67 Section 6.23 Fixture Filing 67 Section 6.24 After-Acquired Property 67 Section 6.25 No Representation 67 Section 6.26 Counterparts 67 Section 6.27 Personal Property 20 8.6 Liens Liability 68 Section 6.28 Recording and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing Filing 68 Section 6.29 Entire Agreement and Modifications 68 Section 6.30 Intentionally Reserved 68 Section 6.31 Secondary Market 68 Section 6.32 Dissemination of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation 68 Section 6.33 Certain Matters Relating to Rebuild 22 9.2 No Abatement Property Located in the State of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice Connecticut 69 Section 6.34 REMIC Opinions 70 Section 6.35 Splitting the Loan 70 THIS MORTGAGE, SECURITY AGREEMENT AND FIXTURE FILING (as the same may be from time to time amended, consolidated, renewed or replaced, this “ Mortgage ”) is made as of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole January 25, 2007 by 239 GREENWICH ASSOCIATES LIMITED PARTNERSHIP, a Connecticut limited partnership, as grantor (“ Borrower ”), whose address is c/o Acadia Realty Trust, 0000 Xxxxxxxxxx Xxxxxx, Xxxxx Xxxxxx, Xxx Xxxx 00000, to WACHOVIA BANK, NATIONAL ASSOCIATION, a national banking association, as beneficiary (together with its successors and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificatesassigns, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time “ Lender ”), whose address is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYCommercial Real Estate Services, 0000 Xxxxxxxx Xxxxx URP – 4, NC 1075, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000.
Appears in 1 contract
Samples: Mortgage, Security Agreement and Fixture Filing (Acadia Realty Trust)
Page. 7.3 Surrender Representations and Warranties of Both Parties 122 9.2 Representations and Warranties of Juno 123 9.3 Representations and Warranties of Celgene 124 9.4 Covenants 125 9.5 Disclaimer 127 ARTICLE 10 INDEMNIFICATION; INSURANCE 128 10.1 Indemnification by Celgene 128 10.2 Indemnification by Juno 128 10.3 Notice of Claims 129 10.4 Indemnification Procedures 129 10.5 Indemnification Following Exercise of the Premises 19 Option 130 10.6 LIMITATION OF LIABILITY 130 ARTICLE 8. CONSTRUCTION ACTIVITIES 11 TERM AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment TERMINATION 131 11.1 Term; Expiration 131 11.2 Termination for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking Breach 131 11.3 Voluntary Termination 132 11.4 Termination for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 Bankruptcy 132 11.5 General 26 Termination for Patent Challenge 132 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 for Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Close Share Purchase Agreement or Breach of Standstill 133 11.7 Effects of Expiration or Termination 133 11.8 Juno Reversion Compounds 135 11.9 Celgene Reversion Compounds 136 11.10 Surviving Provisions 137 ARTICLE 12 MISCELLANEOUS 139 12.1 Severability 139 12.2 Notices 139 12.3 Force Majeure 140 12.4 Assignment 141 12.5 Waivers and Modifications 143 12.6 Waiver of Jury Trial 143 12.7 Choice of Law; Jurisdiction; Venue 143 12.8 Arbitration 144 12.9 Relationship of the Parties 146 12.10 Entire Agreement 146 12.11 Counterparts 146 12.12 Equitable Relief 146 12.13 Interpretation 146 12.14 Celgene Parties 147 12.15 Further Assurances 148 Exhibit A Form of License Agreement Exhibit B Form of Juno Lead Co-Co Agreement Exhibit C Form of Celgene Lead Co-Co Agreement Exhibit D Form of Material Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 Agreement Schedule 1.25 Celgene [***] Confidential portions of Products Schedule 1.37 Celgene Targets Schedule 3.1.5 [***] Program - Post-Option Exercise Agreements Schedule 7.3.6(c) Core Countries [***] Certain information in this document have has been redacted omitted and filed separately with the Securities and Exchange Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15Confidential treatment has been requested with respect to the omitted portions. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response This AMENDED AND RESTATED MASTER RESEARCH AND COLLABORATION AGREEMENT (this “Agreement”) is entered into as of August 13, 2015 (the “Execution Date”) by and among Juno Therapeutics, Inc., a Delaware corporation (“Juno”), and Celgene Corporation, a Delaware corporation (“Celgene Corp.”), with respect to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16all rights and obligations under this Agreement in the United States, and Celgene RIVOT Ltd. (“Celgene RIVOT”), with respect to all rights and obligations under this Agreement outside the United States (Celgene RIVOT and Celgene Corp., together, “Celgene”). FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension Celgene and Juno are each referred to herein by name or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with as a “Party”, or, collectively, as the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Parties.”
Appears in 1 contract
Samples: Master Research and Collaboration Agreement (Juno Therapeutics, Inc.)
Page. 7.3 Surrender Supplemental Indentures Without Consent of Noteholders 16 Section 6.02 Modification and Amendment with Consent of Noteholders 17 Section 6.03 Effect of Supplemental Indentures 17 Section 6.04 Article Nine of Base Indenture 17 ARTICLE VII CONSOLIDATION, MERGER, SALE, CONVEYANCE AND LEASE 17 Section 7.01 Company May Consolidate, Etc. on Certain Terms 17 ARTICLE VIII CONVERSION OF NOTES 17 Section 8.01 Conversion Privilege 17 Section 8.02 Conversion Procedures 21 Section 8.03 Reserved 26 Section 8.04 Adjustment of Conversion Rate 26 Section 8.05 Shares to be Fully Paid 34 Section 8.06 Effect of Reclassification, Consolidation, Merger or Sale 34 Section 8.07 Certain Covenants 35 Section 8.08 Responsibility of Trustee 35 Section 8.09 Notice to Holders Prior to Certain Actions 36 Section 8.10 Shareholder Rights Plans 37 Section 8.11 Ownership Limit 37 ARTICLE IX REPURCHASE OF NOTES AT OPTION OF HOLDERS 37 Section 9.01 Repurchase of Securities at Option of the Premises 19 Holder on Specified Dates 37 Section 9.02 Repurchase at Option of Holders Upon a Fundamental Change 41 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans X MISCELLANEOUS PROVISIONS 45 Section 10.01 Ratification of Base Indenture 45 Section 10.02 Provisions Binding on Company’s Successors 45 Section 10.03 Official Acts by Successor Corporation 45 Section 10.04 Addresses for Notices, Etc 45 Section 10.05 Governing Law 45 Section 10.06 Non-Business Day 46 Section 10.07 Benefits of Indenture 46 Section 10.08 Table of Contents, Headings, Etc 46 Section 10.09 Execution in Counterparts 46 Section 10.10 Trustee 46 Section 10.11 Further Instruments and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Acts 46 Section 10.12 Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Jury Trial 46 Section 10.13 Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY46
Appears in 1 contract
Page. Conduct of Business; Maintenance of Existence and Assets 17 6.3 Compliance with Legal and Other Obligations 18 6.4 Insurance 18 6.5 Inspection 18 6.6 Use of Proceeds 19 6.7 Loans Secured 19 6.8 Further Assurances; Post Closing Deliveries 19 VII NEGATIVE COVENANTS 20 7.1 Financial Covenants 20 7.2 Indebtedness 20 7.3 Surrender Liens 21 7.4 Consolidations, Mergers and Investments 21 7.5 Restricted Payments 22 7.6 Transactions with Affiliates 23 7.7 Transfer of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Assets; Issuance of Capital Stock 23 7.8 Holding Company 24 7.9 Organizational Documents; Accounting Changes; Use of Proceeds; Insurance; Business; Other Liabilities 24 7.10 Related Documents and Subordinated Debt 24 7.11 No Performance Restrictions 24 7.12 Certain Specific Agreements 25 VIII EVENTS OF DEFAULT 25 8.1 Events of Default 25 8.2 Certain Effects of Event of Default 27 IX RIGHTS AND ALTERATIONS 19 8.1 Plans REMEDIES 27 9.1 Rights and Specifications 19 8.2 Construction Remedies 27 9.2 Application of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Proceeds 29 9.3 Attorney in Fact 29 9.4 Rights and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Remedies not Exclusive 29 9.5 Changes in Law or Policy 29 9.6 Regulatory Matters 29 X WAIVERS AND JUDICIAL PROCEEDINGS 30 10.1 Certain Waivers 30 10.2 Amendments and Waivers 31 10.3 Survival 31 XI AGENT PROVISIONS; SETTLEMENT 31 11.1 Agent 31 11.2 Co-Agents and Other Designations 36 11.3 Set-off and Sharing of Payments 36 11.4 Disbursement of Advances and Term B Advances 36 11.5 Settlements; Payments; and Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement 37 11.6 Dissemination of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Information 38 11.7 Special Agent Advances 38 XII MISCELLANEOUS 38 12.1 Governing Law; Jurisdiction; Service of Process; Venue 38 12.2 Successors and Assigns; Assignments and Participations 39 12.3 Reinstatement; Application of Payments; Releases 40 12.4 Indemnity 40 12.5 Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer41 12.6 Severability; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Captions; Counterparts 41 12.7 Expenses 41 12.8 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time 41 12.9 Confidentiality and Publicity 41 12.10 No Consequential Damages 42 12.11 Joint and Several Liability 43 XIII TAXES 44 13.1 Taxes 44 XIV GUARANTY 46 14.1 Guaranty 46 14.2 Reinstatement 47 14.3 Additional Waivers 47 14.4 Continuing Guaranty 47 14.5 Maximum Liability 47 14.6 Subordination 48 14.7 Subrogation 48 14.8 Information Concerning Borrowers 48 This CREDIT AGREEMENT (this “Agreement”), dated as of March 21, 2007, is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcementsentered into by and among FIBERNET OPERATIONS, INC., a Delaware corporation (“FiberNet”), as a Borrower and a Credit Party; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted DEVNET L.L.C., a Delaware limited liability company (“Devnet”), as a Borrower and filed separately with a Credit Party; FIBERNET TELECOM GROUP, INC., a Delaware corporation (“Holdings”), as a Guarantor and a Credit Party; FIBERNET TELECOM, INC., a Delaware corporation (“FiberNet Telecom”), as a Guarantor and a Credit Party; AVAILIUS, LLC, a New York limited liability company (“Availius”), as a Guarantor and a Credit Party; LOCAL FIBER, LLC, a New York limited liability company (“Local Fiber”), as a Guarantor and a Credit Party; FIBERNET EQUAL ACCESS, L.L.C., a New York limited liability company (“FiberNet Equal Access”), as a Guarantor and a Credit Party; CAPITALSOURCE FINANCE LLC, a Delaware limited liability company (in its individual capacity, “CapitalSource”), as administrative agent for the Commission. Exhibit "A" Survey of Lenders (CapitalSource, in such capacity, “Agent”); and the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions LENDERS from time to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYtime parties hereto.
Appears in 1 contract
Page. Section 6.16 Xxxxxx 27 Section 6.17 Leases 27 Section 6.18 Records and Information 27 Section 6.19 Financial Statements 27 Section 6.20 Investor Status 27 Section 6.21 Securities Risks 27 Section 6.22 Independent Evaluation of Investment 28 Section 6.23 Purchaser Information 28 Section 6.24 No Review 28 Section 6.25 Disclosures and Schedules 28 ARTICLE VII BUYER’S REPRESENTATIONS 29 Section 7.1 Organization 29 Section 7.2 Capitalization of Earthstone 29 Section 7.3 Surrender Authority Relative to This Agreement 30 Section 7.4 Noncontravention 30 Section 7.5 Governmental Approvals 30 Section 7.6 Legal Proceedings 30 Section 7.7 Brokerage Fees 31 Section 7.8 Fairness Opinion 31 Section 7.9 NYSE Listing 31 Section 7.10 SEC Filings 31 Section 7.11 Securities Laws 31 Section 7.12 Investment Company Status 31 Section 7.13 Controls and Procedures 32 Section 7.14 Absence of Certain Changes 32 Section 7.15 Financial Resources 32 Section 7.16 No Additional Representations 32 ARTICLE VIII PRE-CLOSING COVENANTS 32 Section 8.1 Covenants and Agreements of Seller 32 Section 8.2 Covenants and Agreements of Buyer 35 Section 8.3 Covenants and Agreements of the Premises 19 Parties 35 Section 8.4 Casualty Losses 36 Section 8.5 Preparation of Proxy Statement; Stockholder Meeting 36 Section 8.6 Required Financial Information 37 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction IX TAX MATTERS 38 Section 9.1 Apportionment of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Property Taxes 38 Section 9.2 Apportionment of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 Severance Taxes 38 Section 9.3 True-up for Certain Asset Taxes 38 Section 9.4 Tax Returns 38 Section 9.5 Refunds 39 Section 9.6 Income Taxes 39 Section 9.7 Transfer Taxes 39 Section 9.8 Allocations for Federal Income Tax Purposes 39 Section 9.9 Post-Closing Tax Matters 40 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 X CONDITIONS PRECEDENT TO CLOSING 41 Section 10.1 Seller’s Conditions Precedent 41 Section 10.2 Buyer’s Conditions Precedent 42 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. XI RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing TERMINATION AND ABANDONMENT 43 Section 11.1 Termination 43 Section 11.2 Remedies 44 ARTICLE XII CLOSING 46 Section 12.1 Date of Transfer; Change Closing 46 Section 12.2 Time and Place of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 Closing 46 Section 12.3 Closing Obligations 46 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension XIII POST-CLOSING COVENANTS 47 Section 13.1 Post-Closing Adjustments 47 Section 13.2 Records 49 Section 13.3 Name Changes 49 Section 13.4 Improper or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYUnintended Transfers 49 Section 13.5 Further Assurances 49
Appears in 1 contract
Samples: Purchase and Sale Agreement (Earthstone Energy Inc)
Page. 7.3 Surrender Tenant’s Compliance With Landlord’s Fire and Casualty Insurance 22 10.3 Tenant’s Insurance 22 10.4 Form of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking Policies 23 10.5 Apportionment for Award of Total Taking 23 Additional Insurance Obligations 24 10.6 Partial Taking Third-Party Contractors 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies Landlord’s Insurance 24 ARTICLE 11. LESSEE'S DEFAULT 11 DAMAGE AND DESTRUCTION 24 11.1 Lessee's Default Defined Repair of Damage to Premises by Landlord 24 11.2 Lessor's Right Landlord’s Option to Terminate Repair 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation Waiver of Services 26 11.5 General 26 11.6 Right of Lessor to Perform Statutory Provisions 26 ARTICLE 12. LESSOR'S DEFAULT 12 NONWAIVER 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability ARTICLE 13 CONDEMNATION 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. 14 ASSIGNMENT AND SUBLETTING 30 27 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Transfers 27 14.2 Permitted Transactions 30 Landlord’s Consent 28 14.3 Transfer Procedures Premium 29 14.4 Landlord’s Option as to Subject Space 30 14.4 Prohibited Persons 14.5 Effect of Transfer 30 14.6 Additional Transfers 31 14.5 Miscellaneous Provisions 14.7 Occurrence of Default 31 14.8 Deemed Consent Transfers 31 ARTICLE 15. RIGHT 15 SURRENDER OF FIRST REFUSAL 31 PREMISES 32 15.1 ROFR Notice 31 Surrender of Premises 32 15.2 Response to ROFR Notice 31 Removal of Tenant Property by Tenant 32 15.3 Timing Removal of Transfer; Change of Terms Tenant’s Property by Landlord 32 15.4 Termination Landlord’s Actions on Premises 33 ARTICLE 16 HOLDING OVER 33 ARTICLE 17 ESTOPPEL CERTIFICATES 34 ARTICLE 18 SUBORDINATION 34 18.1 Subordination Generally 34 18.2 Existing Lender SNDA 35 ARTICLE 19 DEFAULTS 35 19.1 Events of Right 32 15.5 Valuation 32 15.6 Default 35 19.2 Remedies Upon Default 36 19.3 Subleases of Tenant 37 19.4 Efforts to Relet 37 ARTICLE 20 COVENANT OF QUIET ENJOYMENT 37 ARTICLE 21 SECURITY DEPOSIT 38 ARTICLE 22 INTENTIONALLY OMITTED 38 ARTICLE 23 SIGNS 38 23.1 Premises Identification and Building Directory Signage 38 23.2 Prohibited Signage and Other Items 38 ARTICLE 24 COMPLIANCE WITH LAW 39 ARTICLE 25 LATE CHARGES 39 ARTICLE 26 LANDLORD’S RIGHT TO CURE DEFAULT 40 26.1 Landlord’s Cure 40 26.2 Tenant’s Reimbursement 40 ARTICLE 27 ENTRY BY LANDLORD 40 ARTICLE 28 TENANT PARKING 41 ARTICLE 29 MISCELLANEOUS PROVISIONS 42 29.1 Terms 42 29.2 Binding Effect 42 29.3 No Air Rights 42 29.4 INTENTIONALLY OMITTED 42 29.5 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 Landlord’s Interest 42 29.6 Prohibition Against Recording 43 29.7 Relationship of Parties 43 29.8 Application of Payments 43 29.9 Time of Essence 43 29.10 Partial Invalidity 43 29.11 No Warranty 43 29.12 Landlord Exculpation 43 29.13 Entire Agreement 44 29.14 Force Majeure 44 29.15 Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect Redemption by Tenant 44 29.16 Notices 44 29.17 Joint and Several 45 29.18 Authority 45 29.19 Attorneys’ Fees 45 29.20 Governing Law 45 29.21 Submission of Lease 46 29.22 Brokers 46 29.23 Independent Covenants 46 29.24 Project or Building Name and Signage 46 29.25 Counterparts 46 29.26 Confidentiality 46 29.27 Transportation Management 46 29.28 Building Renovations 47 29.29 Tenant’s Representations 47 29.30 Hazardous Materials 48 29.31 LEED Certification 49 29.32 Financial Information 50 29.33 California Certified Access Specialist Inspection 50 29.34 Utility Information 50 29.35 Communication Equipment 50 EXHIBITS: A – SITE PLAN OF PROJECT A-1 – OUTLINE OF PREMISES B – TENANT WORK LETTER C – NOTICE OF LEASE TERM DATES D – RULES AND REGULATIONS Abated Rent 8 Abatement Event 16 Abatement Notice 16 Additional Landlord Work Exhibit B Additional Rent 8 Alterations 18 Anti-Terrorism Laws 46 Applicable Laws 38 Approved Working Drawings Exhibit B Architect Exhibit D Bank Prime Loan 39 Base Building 19 Base Rent 8 Brokers 44 Building 1 Building Common Areas 4 Building Structure 17 Building Systems 17 Casualty 24 CC&Rs 15 Code Exhibit B Common Areas 4 Communication Equipment 49 Communication Equipment Notice 49 Conceptual Plan Exhibit B Construction Drawings Exhibit B Contractor Exhibit B Control 31 Delivery Date Exhibit B Direct Expenses 9 Eligibility Period 17 Engineers Exhibit B Environmental Laws 47 Environmental Permits 47 Estimate 13 Estimate Statement 12 Estimated Payments 13 Executive Order 46 Expense Year 9 Final Retention Exhibit B Final Space Plan Exhibit B Final Working Drawings Exhibit B Fire Exit Door Exhibit D Fire Exit Door Allowance Exhibit D Fire Exit Doors Allowance Items Exhibit B Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 43 Hazardous Material(s) 47 HVAC Unit Allowance Exhibit D HVAC Unit Allowance Items Exhibit B HVAC Units 15 Improvement Allowance Exhibit D Interest Notice of Force Majeure Events 33 16.4 6 Interest Rate 39 Landlord 1 Landlord Delay Exhibit B Landlord Parties 20 Landlord Repair Notice 24 Landlord’s Work Exhibit B Lease 1 Lease Commencement Date 5 Lease Expiration Date 5 Lease Term 5 LEED 10 Mail 43 Major Alterations 18 Market Rent 6 Monthly Disbursement Request Exhibit B Net Worth 31 Notices 43 Operating Expenses 9 Option 6 Option Rent 6 Option Rent Notice 6 Option Term 6 Original Tenant 6 Outside Agreement Date 7 Parking Ratio 3 Patio Area 4 Permits Exhibit B Permitted Chemicals 47 Permitted Transferee 30 Permitted Transferee Assignee 31 Permitted Use 3 Premises 4 Prohibited Person 46 Project 4 Project Common Areas 4 Renovations 45 Rent 8 Review Period of Suspension or 13 Rules and Regulations 14 Security Deposit 36 SNDA 34 Statement 12 Subject Space 27 Substantial Completion Exhibit B Summary 1 Systems 5 Tax Expenses 11 Tenant 1 Tenant Improvement Allowance Items Exhibit B Tenant Improvements Exhibit B Tenant Parties 5 Tenant’s Acceptance 6 Tenant’s Agents Exhibit B Tenant’s Share 12 Third Party Contractor 23 Transfer Costs 29 Transfer Notice 27 Transfer Premium 28 Transferee 27 Transfers 27 Uncontrollable Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with Exhibit B USA Patriot Act 46 Utility Xxxx Notice 49 Utility Bills 49 Utility Providers 49 Warranty Period 5 This LEASE (the Commission. Exhibit "A" Survey “Lease”), dated as of the Premises Exhibit "B" Easements date set forth in Section 1 of the Summary of Basic Lease Information (the “Summary”), below, is made by and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity between 3911/3931 SVB, LLC, a California limited liability company (“Landlord”), and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the CommissionLIGAND PHARMACEUTICALS INCORPORATED, a Delaware corporation (“Tenant”). Exhibit 10.25 EXECUTION COPYTERMS OF LEASE DESCRIPTION
Appears in 1 contract
Page. 7.3 Surrender of the Premises 19 ARTICLE 1. DEFINITIONS 1 2. TERM 5 3. “AS-IS” CONDITION; TENANT’S WORK 5 4. RENT 6 5. ADDITIONAL RENT 7 6. USE 8 7. CARE OF PREMISES 8 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE BY TENANT 8 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE EQUIPMENT 9 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE OWNERSHIP AND REMOVAL OF PROPERTY 10 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE LANDLORD’S ACCESS TO PREMISES 10 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE SERVICES AND UTILITIES 11 13. ESTOPPEL CERTIFICATES RULES AND SALE REGULATIONS 11 14. REPAIR OF DAMAGE CAUSED BY LESSOR 29 13.1 Estoppel Certificates, etcTENANT: INDEMNIFICATION 11 15. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14LIMITATION ON LANDLORD LIABILITY 12 16. FIRE AND OTHER CASUALTY 12 17. INSURANCE 13 18. CONDEMNATION 14 19. DEFAULT 15 20. NO WAIVER 17 21. HOLDING OVER 18 22. XXXXXXXXXXXXX 00 00. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission18 24. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15TRANSFER BY LANDLORD 20 25. RIGHT INABILITY TO PERFORM 20 26. ESTOPPEL CERTIFICATES 20 27. COVENANT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16QUIET ENJOYMENT 21 28. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17WAIVER OF JURY TRIAL 21 29. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18BROKERS 21 30. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19CERTAIN RIGHTS RESERVED BY LANDLORD 21 31. NOTICES 22 32. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender 22 A. BENEFIT AND BURDEN 22 B. GOVERNING LAW 22 C. NO PARTNERSHIP 22 D. DELEGATION BY LANDLORD 22 E. TENANT RESPONSIBILITY FOR AGENTS 22 F. INVALIDITY OF PARTICULAR PROVISIONS 23 G. COUNTERPARTS 23 H. ENTIRE AGREEMENT 23 I. AMENDMENTS 23 J. MORTGAGEE’S PERFORMANCE 23 K. LIMITATIONS ON INTEREST 23 L. REMEDIES CUMULATIVE 23 M. ANNUAL FINANCIAL STATEMENTS 23 33. LENDER APPROVAL. [INTENTIONALLY OMITTED] 23 34. PARKING 23 35. SECURITY DEPOSIT. [INTENTIONALLY OMITTED] 23 36. HAZARDOUS MATERIALS 23 37. RELOCATION OF TENANT [INTENTIONALLY OMITTED] 24 38. NO RECORDATION 24 39. OPTION TO EXTEND 25 SIGNATURES 26 EXHIBIT A - PREMISES PLAN EXHIBIT B - DECLARATION OF ACCEPTANCE EXHIBIT C - [INTENTIONALLY OMITTED] EXHIBIT D - RULES AND REGULATIONS EXHIBIT E - PARKING THIS DEED OF LEASE (the “Lease” is made and entered into this 30th day of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted April, 2002, by and filed separately with the Commissionbetween STEVENS CREEK ASSOCIATES, a California general partnership d/b/a TRIZECHAHN SUNRISE TECH PARK MANAGEMENT (“Landlord”) and LEARNING TREE INTERNATIONAL USA, INC., a Delaware corporation (“Tenant”). Exhibit "A" Survey In consideration of the Premises Exhibit "B" Easements Rent hereinafter reserved and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity the agreements hereinafter set forth, Landlord and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYTenant mutually agree as follows:
Appears in 1 contract
Page. Section 6 BOOKS AND RECORDS; REPORTS 21 6.1 Books and Records 21 6.2 Annual Reports 21 6.3 Tax Matters 21 6.4 Electronic Delivery 22 Section 7 AMENDMENTS 22 7.1 Amendments Generally 22 7.2 Amendment by the Board 22 7.3 Surrender Amendments Provided to Members 23 7.4 Amendment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Certificate 23 Section 8 TRANSFER OF UNITS AND ALTERATIONS 19 redemptions 24 8.1 Plans Registration and Specifications 19 Transfer of Shares 24 8.2 Construction of LNG Facility 19 Personal Conduct Repurchase Right 25 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Redemption Plan 25 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF UNITS 25 9.1 Definitions 25 9.2 Restrictions on Ownership and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Transfers 27 9.3 Transfer in Trust 27 9.4 Remedies For Breach 28 9.5 Notice of Taking 23 10.5 Apportionment Restricted Transfer 28 9.6 Owners Required to Provide Information 28 9.7 Remedies Not Limited 29 9.8 Ambiguity 29 9.9 Exception and Changes to Ownership Limit 29 9.10 Severability 30 9.11 Excess Shares 30 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 32 10.1 Other Activities 32 10.2 Limitation of Liability 32 10.3 Indemnification 33 Section 11 DISSOLUTION AND WINDING UP 35 11.1 Liquidating Events 35 11.2 Winding Up 35 11.3 Rights of Members 36 11.4 Notice of Dissolution 36 11.5 Certificate of Cancellation 36 Section 12 POWER OF ATTORNEY 36 12.1 Power of Attorney 36 12.2 Survival of Power-of-Attorney 37 12.3 Written Confirmation of Power-of-Attorney 37 Section 13 MEMBERS’ VOTING POWERS AND MEETING 37 13.1 Voting 37 13.2 Voting Powers 37 13.3 Meetings 38 13.4 Record Dates 38 13.5 Quorum and Required Vote 38 13.6 Action by Written Consent 38 13.7 Classes and Series 38 Section 14 MISCELLANEOUS 39 14.1 Notices 39 14.2 Binding Effect 39 14.3 Construction 39 14.4 Time 39 14.5 Headings 39 14.6 Severability 39 14.7 Further Action 40 14.8 Governing Law 40 14.9 Waiver of Action for Award Partition 40 14.10 Counterpart Execution 40 14.11 Board’s Discretion 40 14.12 Entire Agreement 40 14.13 Third Party Beneficiaries 40 14.14 Jurisdiction; Waiver of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole Jury Trial 40 14.15 Confidentiality 41 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN ATLANTA INVEST 1, LLC is entered into and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right shall be effective as of [ ], 201[_] (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions the terms of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAgreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Jamestown Atlanta Invest 1, LLC)
Page. 7.3 Surrender SECTION 1. AUTHORIZATION OF NOTES 1 Section 1.1. Description of the Premises 19 ARTICLE 8Notes 1 Section 1.2. CONSTRUCTION ACTIVITIES Interest Rate 1 SECTION 2. SALE AND ALTERATIONS 19 8.1 Plans PURCHASE OF NOTES 2 Section 2.1. Series A Notes 2 Section 2.2. Additional Series of Notes 2 Section 2.3. Each Series Ranks Pari Passu 3 SECTION 3. CLOSING DATE AND FUNDING DATE 4 SECTION 4. CONDITIONS TO CLOSING AND FUNDING 4 Section 4.1. Representations and Specifications 19 8.2 Construction Warranties 4 Section 4.2. Performance; No Default 4 Section 4.3. Compliance Certificates 5 Section 4.4. Opinions of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Counsel 5 Section 4.5. Purchase Permitted By Applicable Law, Etc 5 Section 4.6. Sale of Utilities 20 8.5 Personal Property 20 8.6 Liens Other Notes 5 Section 4.7. Payment of Special Counsel Fees 6 Section 4.8. Private Placement Number 6 Section 4.9. Changes in Corporate Structure 6 Section 4.10. Funding Instructions 6 Section 4.11. Proceedings and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17Documents 6 SECTION 5. REPRESENTATIONS AND WARRANTIES OF THE COMPANY 6 Section 5.1. Organization; Power and Authority 6 Section 5.2. Authorization, Etc 6 Section 5.3. Disclosure 7 Section 5.4. Organization and Ownership of Shares of Subsidiaries; Affiliates 7 Section 5.5. Financial Statements; Material Liabilities 8 Section 5.6. Compliance with Laws, Other Instruments, Etc 8 Section 5.7. Governmental Authorizations, Etc 8 Section 5.8. Litigation; Observance of Agreements, Statutes and Orders 8 Section 5.9. Taxes 9 Section 5.10. Title to Property; Leases 9 Section 5.11. Licenses, Permits, Etc 9 Section 5.12. Compliance with ERISA 10 Section 5.13. Private Offering by the Company 11 Section 5.14. Use of Proceeds; Margin Regulations 11 Section 5.15. Existing Debt; Future Liens 11 Section 5.16. Foreign Assets Control Regulations, Etc 12 Section 5.17. Status under Certain Statutes 12 Section 5.18. Environmental Matters 12 Section 5.19. Notes Rank Pari Passu 13 SECTION 6. REPRESENTATIONS OF THE PURCHASER 13 Section 6.1. Purchase for Investment 13 Section 6.2. Accredited Investor 13 Section 6.3. Source of Funds 13 SECTION 7. INFORMATION AS TO COMPANY 15 Section 7.1. Financial and Business Information 15 Section 7.2. Officer’s Certificate 18 Section 7.3. Visitation 18 SECTION 8. PAYMENT OF THE NOTES 18 Section 8.1. Required Prepayments 18 Section 8.2. Optional Prepayments with Make-Whole Amount 19 Section 8.3. Allocation of Partial Prepayments 19 Section 8.4. Maturity; Surrender, Etc. 19 Section 8.5. Purchase of Notes 20 Section 8.6. Make-Whole Amount for the Series A Notes 20 SECTION 9. AFFIRMATIVE COVENANTS 21 Section 9.1. Compliance with Law 21 Section 9.2. Insurance 21 Section 9.3. Maintenance of Properties 22 Section 9.4. Payment of Taxes and Claims 22 Section 9.5. Corporate Existence, Etc 22 Section 9.6. Designation of Subsidiaries 22 Section 9.7. Notes to Rank Pari Passu 23 Section 9.8. Additional Subsidiary Guarantors 23 Section 9.9. Books and Records 24 SECTION 10. NEGATIVE COVENANTS 24 Section 10.1. Consolidated Net Worth 24 Section 10.2. Consolidated Debt to Consolidated Total Capitalization 24 Section 10.3. Interest Coverage Ratio 24 Section 10.4. Priority Debt 24 Section 10.5. Limitation on Liens 24 Section 10.6. Sales of Asset 26 Section 10.7. Merger and Consolidation 27 Section 10.8. Restrictions on Investments 28 Section 10.9. Transactions with Affiliates 28 Section 10.10. Terrorism Sanctions Regulations 28 SECTION 11. EVENTS OF DEFAULT 28 SECTION 12. REMEDIES ON DEFAULT, ETC 31 Section 12.1. Acceleration 31 Section 12.2. Other Remedies 31 Section 12.3. Rescission 31 Section 12.4. No Waivers or Election of Remedies, Expenses, Etc 32 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 32 Section 13.1. Registration of Notes 32 Section 13.2. Transfer and Exchange of Notes 32 Section 13.3. Replacement of Notes 33 17.1 Representations and Warranties Section 13.4. Prohibition on Transfer to a Competitor 33 SECTION 14. PAYMENTS ON NOTES 34 Section 14.1. Place of Lessee 33 17.2 Representations and Warranties Payment 34 Section 14.2. Home Office Payment 34 SECTION 15. EXPENSES, ETC 34 Section 15.1. Transaction Expenses 34 Section 15.2. Survival 35 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 35 SECTION 17. AMENDMENT AND WAIVER 35 Section 17.1. Requirements 35 Section 17.2. Solicitation of Lessor 34 17.3 Acknowledgment 34 ARTICLE Holders of Notes 36 Section 17.3. Binding Effect, Etc 37 Section 17.4. Notes Held by Company, Etc 37 SECTION 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE NOTICES 37 SECTION 19. REPRODUCTION OF DOCUMENTS 38 SECTION 20. CONFIDENTIAL INFORMATION 38 SECTION 21. SUBSTITUTION OF PURCHASER 39 SECTION 22. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 40 Section 22.1. Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 and Assigns 40 Section 22.2. Payments Due on Non-Business Days 40 Section 22.3. Accounting Terms 40 Section 22.4. Severability 37 19.11 40 Section 22.5. Construction 37 19.12 40 Section 22.6. Counterparts 40 Section 22.7. Governing Law 37 19.13 Time is 41 Section 22.8. Jurisdiction and Process; Waiver of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing Jury Trial 41 SCHEDULE A — INFORMATION RELATING TO PURCHASERS SCHEDULE B — DEFINED TERMS SCHEDULE 4.9 — Changes in Corporate Structure SCHEDULE 5.4 — Subsidiaries of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation the Company, Ownership of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work Subsidiary Stock, Affiliates SCHEDULE 5.5 — Financial Statements SCHEDULE 5.8 — Disclosure of Improvement 39 [***] Confidential portions Certain Litigation SCHEDULE 5.11 — Licenses, Permits, Etc. SCHEDULE 5.15 — Existing Debt SCHEDULE 5.18 — Disclosure of this document have been redacted Certain Environmental Matters SCHEDULE 10.5 — Existing Liens EXHIBIT 1(a) — Form of 5.69% Series 2005-A Senior Notes, due November 1, 2018 EXHIBIT 4.4(a) — Form of Opinion of General Counsel to the Company EXHIBIT 4.4(b) — Form of Opinion of Special Counsel to the Company EXHIBIT 4.4(c) — Form of Opinion of Special Counsel to the Purchasers EXHIBIT S — Form of Supplement to Note Purchase Agreement EXHIBIT 8.8(b) — Form of Opinion of Special Counsel to the Company STEPAN COMPANY XXXXX AND XXXXXXXX XXXX XXXXXXXXXX, XXXXXXXX 00000 $40,000,000 5.69% SERIES 2005-A SENIOR NOTES, DUE NOVEMBER 1, 2018 TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and filed separately Gentlemen: STEPAN COMPANY, a Delaware corporation (the “Company”), agrees with the Commission. Exhibit "A" Survey of Purchasers listed in the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment attached Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions A (the “Purchasers”) to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYNote Purchase Agreement (this “Agreement”) as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (Stepan Co)
Page. 7.3 Surrender Section 8.1 Company May Consolidate, Etc., Only on Certain Terms 50 Section 8.2 Successor Person Substituted for Company 51 ARTICLE NINE SUPPLEMENTAL INDENTURES 51 Section 9.1 Supplemental Indentures without Consent of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction Holders 51 Section 9.2 Supplemental Indentures With Consent of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Holders 52 Section 9.3 Execution of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices Supplemental Indentures 53 Section 9.4 Effect of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right Supplemental Indentures 53 Section 9.5 Reference in Securities to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Supplemental Indentures 53 Section 9.6 Conformity with Trust Indenture Act 54 Section 9.7 Notice of Taking 23 Supplemental Indenture 54 ARTICLE TEN COVENANTS 54 Section 10.1 Payment of Principal, any Premium, Interest and Additional Amounts 54 Section 10.2 Maintenance of Office or Agency 54 Section 10.3 Money for Securities Payments to Be Held in Trust 55 Section 10.4 Additional Amounts 56 Section 10.5 Apportionment for Award of Total Taking 23 Corporate Existence 57 Section 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Covenants 57 Section 10.7 Company Statement as to Compliance; Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Certain Defaults 58 Section 10.8 Calculation of LNG Original Issue Discount Exhibit "K" Terms and Conditions 58 ARTICLE ELEVEN REDEMPTION OF SECURITIES 58 Section 11.1 Applicability of Article 58 Section 11.2 Election to Redeem; Notice to Trustee 58 Section 11.3 Selection by Trustee of Securities to be Redeemed 58 Section 11.4 Notice of Redemption 59 Section 11.5 Deposit of Redemption Price 60 Section 11.6 Securities Payable on Redemption Date 60 Section 11.7 Securities Redeemed in Part 60 Section 11.8 Repurchases on the Open Market 61 ARTICLE TWELVE SINKING FUNDS 61 Section 12.1 Applicability of Article 61 Section 12.2 Satisfaction of Sinking Fund Payments with Securities 61 Section 12.3 Redemption of Securities for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions Sinking Fund 62 ARTICLE THIRTEEN REPAYMENT AT THE OPTION OF HOLDERS 62 Section 13.1 Applicability of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYArticle 62 ARTICLE FOURTEEN SECURITIES IN FOREIGN CURRENCIES 62 Section 14.1 Applicability of Article 62 ARTICLE FIFTEEN MEETINGS OF HOLDERS OF SECURITIES 63
Appears in 1 contract
Samples: Indenture (Radisys Corp)
Page. 7.3 Surrender Section 9- Temporary Transfers 9 Section 10- Assignment and Rotation of Command Officers 9 Section 11- Promotions Outside the Premises Bargaining Unit 10 Section 12- Time for Filling Vacancies 10 Section 13 - Inspectors Position 11 ARTICLE VII - LEAVES OF ABSENCE 11 Section 1- Insurance Coverage During Leave of Absence 11 Section 2- Personal Leave 11 Section 3- Medical Leave 12 Section 4- Military Leave 12 Section 5- Critical Illness and Funeral Leave 00 Xxxxxxx 0- Xxxxx Xxxxxxxx Leave 13 Section 7- Jury Duty Leave 13 ARTICLE VIII - HOURS OF WORK 13 Section 1- Normal Work Week 13 Section 2- Work Schedules 13 Section 3- Staffing – Operations Division 14 Section 4- Staffing – Criminal Investigation Division 14 ARTICLE IX - WAGES 14 Section 1- Salary Schedule 14 Section 2- New or Altered Job Classifications 14 Section 3- Overtime Compensation 00 Xxxxxxx 0- Xxxxx Xxx 15 Section 5- Training Pay 15 Section 6- Call In Pay 16 Section 7- Pay During Temporary Transfer 16 Section 8- Voluntary Specialized Training 16 Section 9- Acting Pay 16 Section 10- Assignment Bonus 17 ARTICLE X - VACATIONS 17 Section 1- Vacation Schedule 17 Section 2- Vacation Carryover 18 Section 3- Annual Vacation Selection 18 Section 4 -Vacation Call-In Pay 18 ARTICLE XI - HOLIDAYS 19 Section 1- Holidays 19 Section 2- Holiday Pay 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS XII - LONGEVITY 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 ARTICLE XIII - INSURANCE 20 Section 1- False Arrest/Negligence Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities Section 2- Group Life Insurance 20 8.5 Personal Property Section 3- Health Care Coverage 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations Section 4- Dental Coverage 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement XIV - SICK LEAVE 23 Section 1- Sick Leave Accumulation 23 Section 2- Sick Leave Qualification 23 Section 3- Use of Rent Sick Leave 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking Section 4- Sick Leave Usage 24 10.7 Taking for Temporary Use Section 5- Sick Leave Calculation 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies Section 6- Sick Leave Payout on Retirement or Death 24 ARTICLE 11. LESSEEXV - PENSION 25 ARTICLE XVI - COMMUNITY RELATIONS COMPLAINTS 27 ARTICLE XVII - MISCELLANEOUS 28 Section 1- Equipment 28 Section 2- Clothing Allowance 28 Section 3- Residency 28 Section 4- Parking 28 Section 5- Night Shift Premium 28 Section 6- Drug Testing 29 Section 7- Educational Bonus 29 Section 8- Physical Fitness 29 Section 9- Captain’s Take-home Vehicles 29 Section 10- Special Pays 30 Section 11- Retiree Firearms 30 Section 12- Military Buy Back 30 Section 13- Severability 30 Section 14- Appointment of Financial Manager 30 Section 15- Direct Deposit 30 ARTICLE XVIII - DURATION 31 APPENDIX A 32 APPENDIX B 34 This Agreement effective the 1st day of November, 2013, by and between the CITY OF KALAMAZOO, hereinafter referred to as the "Employer", and KALAMAZOO POLICE SUPERVISOR'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right ASSOCIATION, hereinafter referred to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with as the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit Association"B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY.
Appears in 1 contract
Samples: Collective Bargaining Agreement
Page. Section 6 BOOKS AND RECORDS; REPORTS 22 6.1 Books and Records 22 6.2 Annual Reports 23 6.3 Tax Matters 23 6.4 Electronic Delivery 23 Section 7 AMENDMENTS 23 7.1 Amendments Generally 23 7.2 Amendment by the Board 23 7.3 Surrender Amendments Provided to Members 24 7.4 Amendment of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Certificate 25 Section 8 TRANSFER OF SHARES AND ALTERATIONS 19 REDEMPTIONS 25 8.1 Plans Registration and Specifications 19 Transfer of Shares 25 8.2 Construction of LNG Facility 19 Personal Conduct Repurchase Right 26 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Redemption Plan 26 Section 9 RESTRICTION ON TRANSFER AND OWNERSHIP OF SHARES 27 9.1 Definitions 27 9.2 Restrictions on Ownership and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Transfers 28 9.3 Transfer in Trust 29 9.4 Remedies For Breach 30 9.5 Notice of Taking 23 10.5 Apportionment Restricted Transfer 30 9.6 Owners Required to Provide Information 30 9.7 Remedies Not Limited 30 9.8 Ambiguity 30 9.9 Exception and Changes to Ownership Limit 31 9.10 Severability 31 9.11 Excess Shares 31 Section 10 DUTIES; LIABILITY; INDEMNIFICATION 34 10.1 Other Activities 34 10.2 Limitation of Liability 34 10.3 Indemnification 35 Section 11 DISSOLUTION AND WINDING UP 36 11.1 Liquidating Events 36 11.2 Winding Up 37 11.3 Rights of Members 37 11.4 Notice of Dissolution 37 11.5 Certificate of Cancellation 37 Section 12 POWER OF ATTORNEY 38 12.1 Power of Attorney 38 12.2 Survival of Power-of-Attorney 38 12.3 Written Confirmation of Power-of-Attorney 39 Section 13 MEMBERS’ VOTING POWERS AND MEETING 39 13.1 Voting 39 13.2 Voting Powers 39 13.3 Meetings 39 13.4 Record Dates 39 13.5 Quorum and Required Vote 40 13.6 Action by Written Consent 40 13.7 Classes and Series 40 Section 14 MISCELLANEOUS 40 14.1 Notices 40 14.2 Binding Effect 41 14.3 Construction 41 14.4 Time 41 14.5 Headings 41 14.6 Severability 41 14.7 Further Action 41 14.8 Governing Law 41 14.9 Waiver of Action for Award Partition 41 14.10 Counterpart Execution 41 14.11 Board’s Discretion 41 14.12 Entire Agreement 42 14.13 Third Party Beneficiaries 42 14.14 Jurisdiction; Waiver of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole Jury Trial 42 14.15 Confidentiality 43 This AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT OF JAMESTOWN INVEST 1, LLC is entered into and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right shall be effective as of October 23, 2019 (the “Effective Date”), by and among those Persons who have executed this Agreement or a counterpart hereof, or who become parties hereto pursuant to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions the terms of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYAgreement.
Appears in 1 contract
Samples: Limited Liability Company Agreement (Jamestown Invest 1, LLC)
Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES BASIC LEASE INFORMATION AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES CERTAIN DEFINITIONS 1 2 PREMISES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. QUIET ENJOYMENT 1 3 TERM; COMMENCEMENT DATE; DELIVERY AND ACCEPTANCE OF PREMISES 1 4 RENT 3 5 TAXES 3 6 OPERATING COSTS 5 7 SERVICES 8 8 ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. 10 9 REPAIRS 13 10 ALTERATIONS 15 11 LIENS 17 12 USE AND COMPLIANCE; HAZARDOUS SUBSTANCES 17 13 DEFAULT AND REMEDIES 18 14 INSURANCE 21 15 DAMAGE BY FIRE OR OTHER CAUSE 23 16 CONDEMNATION 24 17 INDEMNIFICATION 26 18 SUBORDINATION 26 19 SURRENDER OF THE PREMISES AND HOLDOVER 27 20 SECURITY DEPOSIT 28 21 MISCELLANEOUS 29 22 RENEWAL OPTIONS 34 23 RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay OFFER TO LEASE BUILDING 9 37 24 RIGHT OF SECOND OFFER FOR NEW IMPROVEMENTS 38 25 CAFETERIA 39 26 PERSONAL PROPERTY 39 27 SIGNAGE 40 28 SATELLITE DISH 41 29 Parking 42 The following Exhibits and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations Riders are attached hereto and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions by this reference made a part of this document have been redacted and filed separately with the CommissionLease: SCHEDULE 1.1 DEFINITIONS EXHIBIT A FLOOR PLAN OF THE PREMISES EXHIBIT B THE LAND EXHIBIT C EXAMPLE OF CANCELLATION FEE EXHIBIT D WORK LETTER EXHIBIT E FORM OF COMMENCEMENT NOTICE EXHIBIT F INVENTORY LIST EXHIBIT G TENANT CREDIT ADJUSTMENT EXHIBIT H LANDLORD’S WORK EXHIBIT H HAZARDOUS SUBSTANCES RIDER NO. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY1 RULES AND REGULATIONS
Appears in 1 contract
Page. 7.3 Surrender Illegality 143152 Section 11.3 Increased Cost and Reduced Return 143152 Section 11.4 Taxes 145154 Section 11.5 Replacement of Lenders 149158 ARTICLE XII MISCELLANEOUS 151160 Section 12.1 Notices 151160 Section 12.2 No Waivers 152161 Section 12.3 Expenses; Indemnification 152161 Section 12.4 Sharing of Set-Offs 153162 Section 12.5 Amendments and Waivers 154163 Section 12.6 Successors and Assigns 155165 Section 12.7 Collateral; QP Status 158167 Section 12.8 Governing Law; Submission to Jurisdiction 158168 Section 12.9 Marshalling; Recapture 159168 Section 12.10 Counterparts; Integration; Effectiveness 159168 Section 12.11 Waiver of Jury Trial 159169 Section 12.12 Survival 159169 Section 12.13 Domicile of Loans 159169 Section 12.14 Limitation of Liability 169 Section 12.15 Recourse; Non-Petition 160169 Section 12.16 Confidentiality 160170 Section 12.17 Special Provisions Applicable to CP Lenders 161171 Section 12.18 Direction of Collateral Agent 163172 Section 12.19 Borrowings/Loans Made in the Ordinary Course of Business 163173 Section 12.20 Acknowledgement and Consent to Bail-In of EEA Financial Institutions 163173 Section 12.21 PATRIOT Act 164173 Section 12.22 Severability 164173 Section 12.23 Acknowledgement Regarding Any Supported QFCs 164174 ARTICLE XIII ASSIGNMENT OF CORPORATE SERVICES AGREEMENT AND SALE AND CONTRIBUTION AGREEMENT 165175 Section 13.1 Assignment of Corporate Services Agreement and Sale and Contribution Agreement 165175 ARTICLE XIV THE DOCUMENT CUSTODIAN 168177 Section 14.1 The Document Custodian 168177 Section 14.2 Document Custodian Compensation 170180 Section 14.3 Limitation on Liability 170180 Section 14.4 Document Custodian Resignation 172181 Section 14.5 Release of Documents 172181 Section 14.6 Return of Related Contracts 173182 Section 14.7 Access to Certain Documentation and Information Regarding the Related Contracts 173182 Section 14.8 Custodian Agent 173183 Section 14.9 Removal and Resignation 173183 Schedule A - Approved Appraisal Firms Schedule B - S&P Industry Classifications Schedule C - [Reserved] Schedule D - S&P Recovery Rate and Default Rate Tables Schedule E - S&P Recovery Rate Matrix Schedule F - S&P Weighted Average Life Matrix Schedule G - Lender Commitment Amounts Exhibit A - Form of Note for Loans Exhibit B - Form of Notice of Borrowing Exhibit C - Form of Assignment and Assumption Agreement Exhibit D - Scope of Collateral Report Exhibit E - Scope of Payment Date Report Exhibit F - Scope of Asset-Level Reporting to Lenders Exhibit G - Form of Retention Letter Exhibit H - Form of Related Contract Document Request Exhibit I - Form of Tax Compliance Certificate Exhibit J - Form of Document Checklist Exhibit K - Authorized Representatives of Services Provider Exhibit L - Form of Prepayment/Commitment Reduction Notice Exhibit M - Form of Financial Statement Certificate of an Authorized Officer of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES Borrower pursuant to Section 5.1(b) THIS CREDIT AGREEMENT dated as of September 16, 2021, is entered into by and among Core Income Funding I LLC a Delaware limited liability company, as Borrower, the Lenders party hereto from time to time, NATIXIS, NEW YORK BRANCH, as Administrative Agent, STATE STREET BANK AND ALTERATIONS 19 8.1 Plans TRUST COMPANY, as Collateral Agent, Collateral Administrator and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Custodian, and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesALTER DOMUS (US) LLC, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYas Document Custodian.
Appears in 1 contract
Page. 7.3 Surrender of the Premises 19 ARTICLE PREMISES AND COMMON AREAS; EXISTING LEASE 1 2. TERM 2 3. LANDLORD’S FAILURE TO GIVE POSSESSION 3 4. QUIET ENJOYMENT 3 5. BASE RENT 3 6. RENT PAYMENT 3 7. OPERATING EXPENSES AND TAXES 4 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE LATE CHARGE 9 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE PARTIAL PAYMENT 10 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE SECURITY DEPOSIT 10 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE USE OF PREMISES 11 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE COMPLIANCE WITH LAWS 12 13. WASTE DISPOSAL 12 14. RULES AND REGULATIONS 12 15. SERVICES 12 16. TELEPHONE AND DATA EQUIPMENT 14 17. SIGNS 15 18. FORCE MAJEURE 15 19. REPAIRS AND MAINTENANCE BY LANDLORD 15 20. REPAIRS BY TENANT 15 21. ALTERATIONS AND IMPROVEMENTS/LIENS 16 22. DESTRUCTION OR DAMAGE 17 23. EMINENT DOMAIN 18 24. DAMAGE OR THEFT OF PERSONAL PROPERTY 19 25. INSURANCE; WAIVERS 19 26. INDEMNITIES 21 27. ACCEPTANCE AND WAIVER 21 28. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 22 29. NOTICES 22 30. DEFAULT 22 31. REMEDIES 23 32. SERVICE OF NOTICE 26 33. ADVERTISING 26 34. SURRENDER OF PREMISES 26 35. REMOVAL OF FIXTURES 27 36. HOLDING OVER 27 37. ATTORNEY’S FEES 27 38. MORTGAGEE’S RIGHTS 27 39. ENTERING PREMISES 28 40. RELOCATION 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 1441. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions 42. SALE 33 43. LIMITATION OF LIABILITY 33 44. BROKER DISCLOSURE 34 45. JOINT AND SEVERAL 34 46. CONSTRUCTION OF THIS AGREEMENT 34 47. NO ESTATE IN LAND 34 48. PARAGRAPH TITLES; SEVERABILITY 34 49. CUMULATIVE RIGHTS 34 50. ENTIRE AGREEMENT 34 51. SUBMISSION OF AGREEMENT 34 52. AUTHORITY 34 53. GUARANTY 35 54. OFAC CERTIFICATION 35 55. COUNTERPARTS; TELECOPIED OR ELECTRONIC SIGNATURES 35 A-l Plan of this document have been redacted Suite 450 A-2 Plan of Suite 610 B Work Agreement C Commencement Letter D Rules and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Regulations E Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYF Parking License
Appears in 1 contract
Samples: Office Lease Agreement (Velti PLC)
Page. Grant of Restricted Stock 10 7.2 Restricted Stock Agreement 10 7.3 Surrender Transferability 10 7.4 Other Restrictions 11 7.5 Removal of Restrictions 11 7.6 Voting Rights 11 7.7 Dividends and Other Distributions 11 7.8 Return of Restricted Stock to Company 12 SECTION 8 PERFORMANCE UNITS AND PERFORMANCE SHARES 12 8.1 Grant of Performance Units/Shares 12 8.2 Value of Performance Units/Shares 12 8.3 Performance Objectives and Other Terms 12 8.4 Earning of Performance Units/Shares 12 8.5 Form and Timing of Payment of Performance Units/Shares 13 8.6 Cancellation of Performance Units/Shares 13 SECTION 9 NONEMPLOYEE DIRECTOR OPTIONS 13 9.1 Granting of Options 13 9.2 Terms of Options 13 SECTION 10 MISCELLANEOUS 14 10.1 Deferrals 14 10.2 No Effect on Employment or Service 14 10.3 Participation 14 10.4 Indemnification 14 10.5 Successors 15 10.6 Beneficiary Designations 15 10.7 Limited Transferability of Awards 15 10.8 No Rights as Stockholder 15 SECTION 11 AMENDMENT, TERMINATION, AND DURATION 16 11.1 Amendment, Suspension, or Termination 16 11.2 Duration of the Premises 19 ARTICLE 8. Plan 16 SECTION 12 TAX WITHHOLDING 16 12.1 Withholding Requirements 16 12.2 Withholding Arrangements 16 SECTION 13 LEGAL CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans 16 13.1 Gender and Specifications 19 8.2 Construction Number 16 13.2 Severability 16 13.3 Requirements of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Law 17 13.4 Securities Law Compliance 17 13.5 Governing Law 37 19.13 Time is 17 13.6 Captions 17 EXECUTION 19 PALMSOURCE, INC., hereby establishes the PalmSource, Inc. 2003 Equity Incentive Plan, effective as of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY, 2003.
Appears in 1 contract
Page. 7.3 Surrender Authorization, Validity, and Enforceability of this Agreement and the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans Loan Documents 29 6.2 Validity and Specifications 19 8.2 Construction Priority of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Security Interest 29 6.3 [Reserved] 30 6.4 Corporate Name; Prior Transactions 30 6.5 Organization and Qualification 30 6.6 Financial Statements and Projections 30 6.7 Capitalization 31 6.8 Solvency 31 6.9 Debt 31 6.10 Distributions 31 6.11 Real Estate; Leases 31 6.12 Proprietary Rights 32 6.13 Trade Names 32 6.14 Litigation 32 6.15 Labor Disputes 32 6.16 Environmental Laws 33 6.17 No Violation of Utilities 20 8.5 Personal Property 20 8.6 Liens Law 34 6.18 No Default 34 6.19 ERISA Compliance 34 6.20 Taxes 35 6.21 Regulated Entities 35 6.22 Use of Proceeds; Margin Regulations 35 6.23 Copyrights, Patents, Trademarks and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesLicenses, etc. 29 13.2 Failure 35 6.24 No Material Adverse Change 35 6.25 Full Disclosure 36 6.26 Material Agreements 36 6.27 Bank Accounts 36 6.28 Governmental Authorization 36 ARTICLE 7 AFFIRMATIVE AND NEGATIVE COVENANTS 36 7.1 Taxes and Other Obligations 36 7.2 Legal Existence and Good Standing 37 7.3 Compliance with Law and Agreements; Maintenance of Licenses 37 7.4 Maintenance of Property; Inspection of Property 37 7.5 Insurance 38 7.6 Insurance and Condemnation Proceeds 38 7.7 Environmental Laws 39 7.8 Compliance with ERISA; Pension and Multi-employer Plans 39 7.9 Mergers, Consolidations or Sales 39 7.10 Distributions; Capital Change; Restricted Investments 40 7.11 Transactions Affecting Collateral or Obligations 40 7.12 Guaranties 40 7.13 Debt 40 7.14 Payments of Other Debt; Repurchases of Senior Secured Notes 42 7.15 Transactions with Affiliates 43 7.16 Investment Banking and Finder’s Fees 43 7.17 Business Conducted 43 7.18 Liens 43 7.19 Sale and Leaseback Transactions 43 7.20 Subsidiaries 43 7.21 Fiscal Year 44 7.22 [Reserved] 44 7.23 Fixed Charge Coverage Ratio 44 7.24 [Reserved] 44 7.25 Use of Proceeds 45 7.26 [Reserved] 45 7.27 Bank Accounts 45 7.28 [Reserved] 45 7.29 Modification of Agreements 45 7.30 Restrictions on Subsidiary Distributions 45 7.31 Further Assurances 46 ARTICLE 8 CONDITIONS OF LENDING 46 8.1 Conditions Precedent to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response Closing 46 8.2 Conditions Precedent to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYEach Loan 46
Appears in 1 contract
Samples: Credit Agreement (Unifi Inc)
Page. 7.3 Surrender Indemnification Provisions for the Benefit of the Premises 19 ARTICLE 8Mubadala Investors 62 14.3 Indemnification Provisions for Benefit of the Carlyle Parent Entities 62 14.4 Matters Involving Third Persons 62 14.5 Additional Indemnity Claims 63 14.6 Determination of Damages 65 14.7 Exclusive Remedy 65 15. DEFINED TERMS AND RULES OF CONSTRUCTION ACTIVITIES 65 15.1 Defined Terms 65 15.2 Rules of Construction 82 16. MISCELLANEOUS 82 16.1 Communications 82 16.2 Termination 83 16.3 Section Headings and Table of Contents and Construction 83 16.4 Entire Agreement 84 16.5 Successors and Assigns 84 16.6 Amendment and Waiver 84 16.7 Governing Law 84 16.8 Arbitration 84 16.9 Execution in Counterparts 86 16.10 Severability 86 16.11 Specific Performance 86 16.12 Confidentiality; No Public Announcement 87 Annex 1 – Address of Initial Note Holder; Payment Instructions Annex 2 – Address of Issuer Annex 3 – Name of Initial Unit Holders, Note Holders and Aggregate Principal Amount of Notes Annex 4 – Form of Allocation of Purchase Price for U.S. Federal Income Tax Purposes Schedule 6.1(b) – Organizational Chart Schedule 6.1(c) – Carlyle Parent Entities and Partner Holding Companies as Guarantors Schedule 6.2 – Capitalization of Carlyle Parent Entities Schedule 6.3 – Capitalization of Partner Holding Companies Schedule 6.10 – Litigation; Orders Schedule 6.11 – Related Party Transactions Schedule 6.12 – Operating Agreements; CalPERS Agreement; Subscription Agreement Schedule 6.15 – Conduct of the Carlyle Business Schedule 13.6 – Ownership of the Carlyle Parent Entities and the Partner Holding Companies Exhibit 1.3(a)(iii)(B)(1) – Form of Delaware Opinion Delivered by the Issuers Exhibit 1.3(a)(iii)(B)(2) – Form of Cayman Opinion Delivered by the Issuers Exhibit 1.3(a)(iii)(B)(3) – Form of Xxxxxxx Opinion Delivered by the Issuers Exhibit 1.3(a)(iii)(D) – Form of Amended and Restated Joinder Agreements Exhibit 1.3(b)(iv)(B) – Form of Opinion Delivered by the Mubadala Investors Exhibit A – Form of Note Exhibit B – Form of Registration Rights Agreement NOTE AND ALTERATIONS 19 8.1 Plans UNIT SUBSCRIPTION AGREEMENT, dated as of December 16, 2010, by and Specifications 19 8.2 Construction among TC Group, L.L.C., a Delaware limited liability company, TC Group Cayman, L.P., a Cayman Islands exempted limited partnership, TC Group Investment Holdings, L.P., a Delaware limited partnership, TC Group Cayman Investment Holdings, L.P., a Cayman Island exempted limited partnership (collectively, and together with each of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation their successors and assigns, the “Carlyle Parent Entities”), Fortieth Investment Company L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Utilities 20 8.5 Personal Property 20 8.6 Liens Abu Dhabi (the “Initial Note Holder”), each of MDC/TCP Investments (Cayman) I, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) II, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) III, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) IV, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) V, Ltd., a Cayman Islands exempted company, MDC/TCP Investments (Cayman) VI, Ltd., a Cayman Islands exempted company, and Notices Five Overseas Investment L.L.C., a United Arab Emirates limited liability company registered in the Emirate of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing Abu Dhabi (collectively and together with each of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole their affiliated successors and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificatesaffiliated assigns, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately the “Initial Unit Holders” and, together with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing Initial Note Holder, the “Mubadala Investors” and each, a “Mubadala Investor”), and solely for the purposes of Transfer; Change certain agreements and undertakings contained in Sections 13.6, 13.8, 13.9, 13.12 and 16 hereof, TCG Holdings, L.L.C., a Delaware limited liability company, TCG Holdings Cayman, L.P., a Cayman Islands exempted limited partnership, TCG Holdings II, L.P., a Delaware limited partnership, and TCG Holdings Cayman II, L.P., a Cayman Islands exempted limited partnership (collectively, and together with each of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay their successors and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with assigns, the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Partner Holding Companies”).
Appears in 1 contract
Samples: Note and Unit Subscription Agreement (Carlyle Group L.P.)
Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans Benefit Plans; Employees and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Employment Practices 27 Section 5.10 Material Contracts 29 Section 5.11 Litigation 30 Section 5.12 Environmental Matters 30 Section 5.13 Intellectual Property 31 Section 5.14 Taxes 32 Section 5.15 Real Estate 34 Section 5.16 Certain Business Practices 35 Section 5.17 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 35 Section 5.18 Board Approval 35 Section 5.19 Brokers 35 Article 6 Representations and Warranties of Lessee 33 17.2 Parent and Merger Sub 35 Section 6.1 Organization and Qualification 36 Section 6.2 Authority 36 Section 6.3 No Conflict; Required Filings and Consents 36 Section 6.4 Litigation 37 Section 6.5 Ownership of Merger Sub; No Prior Activities 37 Section 6.6 Financing 37 Section 6.7 Brokers 38 Section 6.8 Ownership of Company Common Stock 38 Section 6.9 Solvency of the Surviving Corporation 38 Section 6.10 Non-Reliance on Company Estimates, Projections, Forecasts, Forward-Looking Statements and Business Plans 38 Section 6.11 Acknowledgment and Representations by Parent and Warranties Merger Sub 39 Article 7 Covenants 39 Section 7.1 Conduct of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public AnnouncementsBusiness by the Company Pending the Closing 39 Section 7.2 Access to Information; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 42 Section 7.3 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work Transactions 43 Section 7.4 Reasonable Best Efforts 45 Section 7.5 Public Announcements 48 Section 7.6 Employee Matters 48 Section 7.7 Indemnification of Improvement 39 [***] Confidential portions Directors and Officers 50 Section 7.8 State Takeover Statutes 52 Section 7.9 Section 16 Matters 52 Section 7.10 NDA 53 Section 7.11 Stock Exchange De-listing 53 Section 7.12 Shareholder Litigation 53 Article 8 Closing Conditions 53 Section 8.1 Conditions to the Obligations of this document have been redacted Each Party To Effect the Merger 53 Section 8.2 Frustration of Closing Conditions 53 Article 9 Termination, Amendment and filed separately with the Commission. Exhibit "A" Survey Waiver 54 Section 9.1 Termination 54 Section 9.2 Effect of the Premises Exhibit "B" Easements Termination 55 Section 9.3 Fees and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity Expenses 56 Section 9.4 Termination Fee 56 Section 9.5 Extension; Waiver 57 Section 9.6 Amendment 57 Article 10 General Provisions 57 Section 10.1 Non-Survival of Representations, Warranties and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form Covenants 57 Section 10.2 Notices 57 Section 10.3 Headings 58 Section 10.4 Severability 58 Section 10.5 Entire Agreement; No Third-Party Beneficiaries 59 Section 10.6 Assignment 59 Section 10.7 Mutual Drafting 59 Section 10.8 Governing Law; Specific Performance; Consent to Jurisdiction; Waiver of Trial by Jury 60 Section 10.9 Counterparts 61 Section 10.10 Obligations of Parent Guaranty Exhibit 61 EXHIBIT A – Merger Sub Certificate of Incorporation EXHIBIT B – Merger Sub By-laws ANNEX A – Conditions to the Offer AGREEMENT AND PLAN OF MERGER, dated as of September 23, 2013, by and among ACI Worldwide, Inc., a Delaware corporation ("HParent"), Olympic Acquisition Corp., a Delaware corporation and a wholly owned indirect Subsidiary of Parent ("Merger Sub"), and Official Payments Holdings, Inc., a Delaware corporation (the "Company"). Each of Parent, Merger Sub and the Company are referred to herein as a "Party" Required Permits Exhibit and together as "I" Form of Term Commencement Date Letter Exhibit Parties."J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY
Appears in 1 contract
Samples: Merger Agreement (Official Payments Holdings, Inc.)
Page. 7.3 Surrender Administrative Agent May File Bankruptcy Disclosure and Proofs of the Premises 19 Claim 165 Section 10.14 Ship Mortgage Trust 166 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans XI MISCELLANEOUS 167 Section 11.01 Notices 167 Section 11.02 Waivers; Amendment 170 Section 11.03 Expenses; Indemnity 172 Section 11.04 Successors and Specifications 19 8.2 Construction Assigns 175 Section 11.05 Survival of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Agreement 180 Section 11.06 Counterparts; Integration; Effectiveness 181 Section 11.07 Severability 181 Section 11.08 Right of Lessor Setoff; Marshalling; Payments Set Aside 181 Section 11.09 Governing Law; Jurisdiction; Consent to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination Service of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Process 181 Section 11.10 Waiver of Jury Trial 183 Section 11.11 Headings 183 Section 11.12 Confidentiality 183 Section 11.13 Interest Rate Limitation 184 Section 11.14 Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect and Acceptance 184 Section 11.15 Obligations Absolute 184 Section 11.16 Waiver of Force Majeure Events 32 16.2 Defenses; Absence of Fiduciary Duties 185 Section 11.17 Patriot Act 185 Section 11.18 Bank Product Providers 186 Section 11.19 EXCLUDED SWAP OBLIGATIONS 186 Section 11.20 [Reserved] 186 Section 11.21 Judgment Currency 187 Section 11.22 Waiver of Sovereign Immunity 187 Section 11.23 Revolving Credit Facility Priority 187 Section 11.24 Acknowledgment and Consent to Bail-In of EEA Financial Institutions 188 Annex I — Initial Lenders and Commitments SCHEDULES Schedule 1.01(a) — Collateral Vessels Schedule 1.01(b) — Approved Classification Societies Schedule 1.01(c) — Acceptable Flag Jurisdictions Schedule 1.01(d) — Acceptable Third Party Technical Managers Schedule 1.01(e) — Unrestricted Subsidiaries Schedule 1.01(f) — Mortgaged Property Schedule 1.01 (g) — Demise Charters Schedule 1.01 (h) — Subsidiary Guarantors Schedule 1.01(i) — Restricted Parent Subsidiaries and Restricted Parent Joint Ventures Schedule 3.05(b) — Real Property Schedule 3.07(a) — Equity Interests Schedule 3.07(c) — Corporate Organizational Chart Schedule 3.07(d) — Immaterial Subsidiaries Schedule 3.07(e) — Direct Subsidiaries of Holdings Schedule 3.20 — Required Insurance Schedule 3.27 — Specified Accounts and Excluded Accounts Schedule 4.01(f) — Local Counsel Schedule 5.15 — Post-Closing Matters Schedule 6.01(c) — Existing Indebtedness Schedule 6.02(c) — Existing Liens Schedule 6.04(b) — Existing Investments Schedule 6.09(e) — Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Affiliate Transactions Schedule 6.09(f) — Certain Affiliate Transactions - Intercompany Claims Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" A — Form of Parent Guaranty Assignment and Acceptance Exhibit "H" Required Permits B — Form of Borrowing Request Exhibit "I" C — Form of Compliance Certificate Exhibit D — Form of Intercompany Subordination Agreement Exhibit E — Form of Interest Election Request Exhibit F — Form of LC Request Exhibit G — Form of Auction Procedures Exhibit H-1 — Form of Term Commencement Date Note Exhibit H-2 — Form of Revolving Note Exhibit H-3 — Form of Swingline Note Exhibit I — Form of Perfection Certificate Exhibit J-1 — Form of Security Agreement Exhibit J-2 — Form of Holdings Pledge Agreement Exhibit K — Form of Portfolio Interest Certificate Exhibit L — Form of Solvency Certificate Exhibit M — Form of Bank Product Provider Letter Agreement Exhibit "J" Base Rent N — Form of Joinder Agreement Exhibit "J-1" Calculation O — Form of LNG Discount Quiet Enjoyment Agreement Exhibit "K" Terms P — Form of Collateral Vessel Mortgage This CREDIT AGREEMENT (as amended, supplemented or otherwise modified from time to time, this “Agreement”), dated as of June 22, 2017, is among International Seaways, Inc., a Mxxxxxxx Islands corporation (“Holdings”), International Seaways Operating Corporation, a Mxxxxxxx Islands corporation (the “Administrative Borrower”), OIN Delaware LLC, a Delaware limited liability company (the “Co-Borrower”), the other Guarantors from time to time party hereto, the Lenders from time to time party hereto, Jefferies Finance LLC, as administrative agent for the Lenders (in such capacity, the “Administrative Agent”), Jefferies Finance LLC, as collateral agent and Conditions mortgage trustee for On-Site Fueling Station Exhibit "L" Removal the Secured Parties (in such capacity, the “Collateral Agent” or the “Mortgage Trustee” as the context requires), Skandinaviska Enskilda Bxxxxx XX (publ), as swingline lender (in such capacity, the “Swingline Lender”), and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with Skandinaviska Enskilda Bxxxxx XX (publ), as an issuing bank for the Commission. Exhibit 10.25 EXECUTION COPYLenders.
Appears in 1 contract
Page. 7.3 Surrender Section 9.2 Insurance 23 Section 9.3 Maintenance of Properties 23 Section 9.4 Payment of Taxes and Claims 24 Section 9.5 Corporate Existence, Etc 24 Section 9.6 Credit and Collection Policy 24 SECTION 10. NEGATIVE COVENANTS 24 Section 10.1 Minimum Consolidated Tangible Net Worth 24 Section 10.2 Interest Charges Coverage Ratio 24 Section 10.3 Limitation on Debt 25 Section 10.4 Available Asset Coverage 25 Section 10.5 Merger, Consolidation and Sale of Assets, Etc 25 Section 10.6 Nature of Business 27 Section 10.7 Transactions with Affiliates 27 SECTION 11. EVENTS OF DEFAULT 27 SECTION 12. REMEDIES ON DEFAULT, ETC 30 Section 12.1 Acceleration 30 Section 12.2 Other Remedies 30 Section 12.3 Rescission 30 Section 12.4 No Waivers or Election of Remedies, Expenses, Etc 31 SECTION 13. REGISTRATION; EXCHANGE; SUBSTITUTION OF NOTES 31 Section 13.1 Registration of Notes 31 Section 13.2 Transfer and Exchange of Notes 31 Section 13.3 Replacement of Notes 32 SECTION 14. PAYMENTS ON NOTES 32 Section 14.1 Place of Payment 32 Section 14.2 Home Office Payment 32 SECTION 15. EXPENSES, ETC 33 Section 15.1 Transaction Expenses 33 Section 15.2 Survival 33 SECTION 16. SURVIVAL OF REPRESENTATIONS AND WARRANTIES; ENTIRE AGREEMENT 33 SECTION HEADING PAGE SECTION 17. AMENDMENT AND WAIVER 34 Section 17.1 Requirements 34 Section 17.2 Solicitation of Holders of Notes 34 Section 17.3 Binding Effect, Etc 34 Section 17.4 Notes Held by Company, Etc 35 SECTION 18. NOTICES 35 SECTION 19. REPRODUCTION OF DOCUMENTS 35 SECTION 20. CONFIDENTIAL INFORMATION 36 SECTION 21. SUBSTITUTION OF PURCHASER 37 SECTION 22. MISCELLANEOUS 37 Section 22.1 Successors and Assigns 37 Section 22.2 Payments Due on Non-Business Days 37 Section 22.3 Severability 37 Section 22.4 Construction 37 Section 22.5 Counterparts 38 Section 22.6 Governing Law 38 Section 22.7 Currency of Payment 38 Section 22.8 Economic and Monetary Union 39 ATTACHMENTS TO NOTE PURCHASE AGREEMENT: SCHEDULE A — Information Relating to Purchasers SCHEDULE B — Defined Terms SCHEDULE 4.9 — Changes in Corporate Structure SCHEDULE 5.3 — Disclosure Materials SCHEDULE 5.4 — Subsidiaries of the Premises 19 ARTICLE 8Company and Ownership of Subsidiary Stock SCHEDULE 5.5 — Financial Statements SCHEDULE 5.11 — Patents, Etc. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans SCHEDULE 5.14 — Use of Proceeds SCHEDULE 5.15 — Existing Debt; Future Liens EXHIBIT 1(a) — Form of 5.177% Senior Note, Series 2006-A, due February 9, 2011 EXHIBIT 1(b) — Form of 6.565% Senior Note, Series 2006-B, due February 9, 2011 EXHIBIT 4.4(a) — Form of Opinion of Special Counsel for the Company EXHIBIT 4.4(b) — Form of Opinion of Special Counsel for the Purchasers EXHIBIT 5.21 — Credit and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens Collection Policy AMERICAN CAPITAL STRATEGIES, LTD. TO THE PURCHASERS LISTED IN THE ATTACHED SCHEDULE A: Ladies and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesGentlemen: AMERICAN CAPITAL STRATEGIES, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately LTD., a Delaware corporation (the “Company”), agrees with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with purchasers listed in the Commission. Exhibit "A" Survey of attached Schedule A (the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY“Purchasers”) as follows:
Appears in 1 contract
Samples: Note Purchase Agreement (American Capital Strategies LTD)
Page. 7.3 Surrender Publication by a Party 101 8.8.2 Publication of the Premises 19 Clinical Trial Results 102 8.9 Publicity 102 ARTICLE 8. CONSTRUCTION ACTIVITIES 9 REPRESENTATIONS, WARRANTIES, AND ALTERATIONS 19 8.1 Plans COVENANTS; DISCLAIMERS; LIMITATION OF LIABILITY 103 9.1 Mutual Representations and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Warranties 103 9.2 Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 FATE 104 9.3 Additional Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ONO 107 9.4 Mutual Covenants 109 9.5 DISCLAIMERS. 110 9.6 LIMITATION OF LIABILITY 111 ARTICLE 1810 INDEMNITY AND INSURANCE 111 10.1 ONO Indemnity 111 10.2 FATE Indemnity 112 10.3 Indemnification Procedure 113 10.4 Mitigation of Losses 113 10.5 FATE XXXX Xxxxxxxxx 000 10.6 Insurance. JOINDER 35 18.1 Joinder 114 10.6.1 By ONO 114 10.6.2 By FATE 114 ARTICLE 11 TERM AND TERMINATION 115 11.1 Term; Expiration 115 11.2 Termination for Cause 115 11.2.1 Material Breach 115 11.2.2 Cure Period 116 11.2.3 Disagreement as to Material Breach 116 11.3 ONO Unilateral Termination Rights 116 11.4 Termination for Insolvency 117 11.5 Termination for Patent Challenge 118 11.6 Consequences of CE Construction 35 Termination 118 11.6.1 Consequences of Termination by ONO without Cause or by FATE 118 11.6.2 Consequences of Termination by ONO for Cause, Insolvency or Patent Challenge of FATE 125 11.7 Public Disclosure of Termination 127 11.8 Survival 128 ARTICLE 1912 DISPUTE RESOLUTION 128 12.1 Exclusive Dispute Resolution Mechanism 128 12.2 Resolution by Executive Officers 129 12.3 Arbitration 129 12.4 Preliminary Injunctions 130 12.5 Patent Disputes 130 12.6 Confidentiality 131 12.7 No Trial by Jury 131 ARTICLE 13 MISCELLANEOUS 131 13.1 Severability 131 13.2 Notices 131 13.3 Force Majeure 132 13.4 Assignment. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 132 13.5 Further Assurances 134 13.6 Waivers 134 13.7 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey 134 13.8 Relationship of the Premises Parties 135 13.9 Third Party Beneficiary 135 13.10 Entire Agreement; Amendment; Exhibit "B" Easements 135 13.11 Exports 135 13.12 Interpretation; Headings 135 13.13 Competition Law Filings 136 13.14 Performance by Affiliates 137 13.15 Anti-Corruption 137 13.16 Counterparts; Electronic Delivery 137 THIS COLLABORATION AND OPTION AGREEMENT (the “Agreement”) is made and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity entered into as of September 14, 2018 (the “Effective Date”), by and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form between FATE Therapeutics, Inc., a Delaware corporation located at 3535 General Xxxxxxx Xxxxx, Xxxxx 000, Xxx Xxxxx, Xxxxxxxxxx 00000, Xxxxxx Xxxxxx of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms America (“FATE”), and Conditions for OnOno Pharmaceutical Co., Ltd., 8-Site Fueling Station Exhibit "L" Removal 2, Kyutaromachi 1-chome, Xxxx-xx, Xxxxx, Xxxxx 000-0000, Xxxxx (“ONO”). FATE and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions ONO are sometimes referred to Lessor's Representations [***] Confidential portions of this document have been redacted herein individually as a “Party” and filed separately with collectively as the Commission. Exhibit 10.25 EXECUTION COPY“Parties”.
Appears in 1 contract
Samples: Collaboration and Option Agreement (Fate Therapeutics Inc)
Page. 7.3 Surrender “Redemption Date” 17 “Redemption Price” 17 “Registration Rights Agreement” 17 “Registration Statement” 18 “Regular Record Date” 18 “Regulation S” 18 “Regulation S Global Securities” 18 “Responsible Officer” 18 “Replacement Assets” 18 “Restricted Subsidiary” 18 “Revolving Facility” 18 “Rule 144A” 19 “Rule 144A Global Securities” 19 “S&P” 19 “Securities Act” 19 “Senior Guarantor Indebtedness” 19 “Senior Guarantor Representative” 19 “Senior Indebtedness” 19 “Senior Representative” 20 “Series B Global Securities” 20 “Shelf Registration Statement” 20 “Significant Restricted Subsidiary” 20 “Xxxxx Subordinated Loan” 20 “Special Record Date” 21 “Stated Maturity” 21 “Subordinated Indebtedness” 21 “Subsidiary” 21 “Successor Security” 21 “Temporary Cash Investments” 21 “Trustee” 22 “Trust Indenture Act” 22 “Unrestricted Subsidiary” 22 “Unrestricted Subsidiary Indebtedness” 22 “Voting Stock” 22 “Wholly-Owned Restricted Subsidiary” 22 Section 102 Other Definitions. 22 Section 103. Compliance Certificates and Opinions. 23 Section 104. Form of Documents Delivered to Trustee. 24 Section 105. Acts of Holders. 25 Section 106. Notices, etc., to the Premises 19 ARTICLE 8Trustee, the Company and any Guarantor. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans 26 Section 107. Notice to Holders; Waiver. 27 Section 108. Conflict with Trust Indenture Act. 27 Section 109. Effect of Headings and Specifications 19 8.2 Construction Table of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation Contents. 27 Section 110. Successors and Assigns 27 Section 111. Separability Clause. 28 Section 112. Benefits of Utilities 20 8.5 Indenture 28 SECTION 113. GOVERNING LAW 28 Section 114. Legal Holidays. 28 Section 115. Independence of Covenants. 28 Section 116. Schedules and Exhibits. 28 Section 117. Counterparts. 29 Section 118. No Personal Property 20 8.6 Liens Liability of Directors, Officers, Employees, Members, Partners and Notices Stockholders. 29 Section 201. Forms Generally 29 Section 202. Form of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Face of Security. 31 Section 203. Form of Reverse of Securities 44 Section 204. Form of Guarantee. 53 Section 301. Title and Terms. 59 Section 302. Denominations. 60 Section 303. Execution, Authentication, Delivery and Dating. 60 Section 304. Temporary Securities. 61 Section 305. Registration, Registration of Transfer and Exchange. 62 Section 306. Book Entry Provisions for Global Securities. 63 Section 307. Special Transfer and Exchange Provisions. 65 Section 308. Mutilated, Destroyed, Lost and Stolen Securities 67 Section 309. Payment of Interest; Interest Rights Preserved. 68 Section 310. CUSIP Numbers 69 Section 311. Persons Deemed Owners. 69 Section 312. Cancellation. 70 Section 313. Computation of Interest. 70 Section 401. Company’s Option to Effect Defeasance or Covenant Defeasance 70 Section 402. Defeasance and Discharge. 70 Section 403. Covenant Defeasance. 71 Section 404. Conditions to Defeasance or Covenant Defeasance. 71 Section 405. Deposited Money and U.S. Government Obligations to Be Held in Trust; Other Miscellaneous Provisions. 73 Section 406. Reinstatement 74 Section 501. Events of Default. 75 Section 502. Acceleration of Maturity; Rescission and Annulment. 76 Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee 77 Section 504. Trustee May File Proofs of Claim. 78 Section 505. Trustee May Enforce Claims without Possession of Securities. 79 Section 506. Application of Money Collected 79 Section 507. Limitation on Suits 80 Section 508. Unconditional Right of Holders to Discharge 21 8.9 Permits 21 8.10 Sharing Receive Principal, Premium and Interest 80 Section 509. Restoration of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9Rights and Remedies 81 Section 510. DESTRUCTION 22 9.1 Obligation Rights and Remedies Cumulative 81 Section 511. Delay or Omission Not Waiver 81 Section 512. Control by Holders 81 Section 513. Waiver of Past Defaults. 82 Section 514. Undertaking for Costs. 82 Section 515. Waiver of Stay, Extension or Usury Laws 82 Section 516. Remedies Subject to Rebuild 22 9.2 No Abatement Applicable Law. 83 Section 601. Duties of Rent 23 ARTICLE 10Trustee 83 Section 602. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment Defaults. 84 Section 603. Certain Rights of Trustee. 84 Section 604. Trustee Not Responsible for Award Recitals, Dispositions of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole Securities or Application of Proceeds Thereof. 86 Section 605. Trustee and Exclusive Remedies 24 ARTICLE 11Agents May Hold Securities; Collections; etc. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right 86 Section 606. Money Held in Trust. 86 Section 607. Compensation and Indemnification of Trustee and Its Prior Claim. 87 Section 608. Conflicting Interests. 87 Section 609. Trustee Eligibility. 87 Section 610. Resignation and Removal; Appointment of Successor Trustee 88 Section 611. Acceptance of Appointment by Successor. 89 Section 612. Merger, Conversion, Consolidation or Succession to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation Business. 90 Section 613. Preferential Collection of Services 26 11.5 General 26 11.6 Right Claims Against Company 90 Section 701. Company to Furnish Trustee Names and Addresses of Lessor to Perform 26 ARTICLE 12Holders. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination 91 Section 702. Disclosure of Services Names and Addresses of Holders. 91 Section 703. Reports by Lessor 28 ARTICLE 13Trustee. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates91 Section 704. Reports by Company and Guarantors. 92 Section 801. Company and Guarantors May Consolidate, etc., Only on Certain Terms. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 1493 Section 802. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions Successor Substituted 95 Section 901. Supplemental Indentures and Agreements without Consent of this document have been redacted and filed separately with the CommissionHolders. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Representations and Warranties of Lessee 33 17.2 Representations and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPY96
Appears in 1 contract
Page. 7.3 Surrender Investigation by Buyer; Quiksilver’s and Seller’s Liability 30 3.7 Brokers or Finders 31 ARTICLE IV — COVENANTS OF QUIKSILVER, SELLER AND COMPANY PRIOR TO CLOSING DATE 31 4.1 Access and Investigation 31 4.2 Operation of the Premises 19 Businesses of the Acquired Companies 32 4.3 Negative Covenant 32 4.4 Notification 32 4.5 Antitrust Filings 33 4.6 Required Approvals 33 4.7 Charges, Fees and Prepayment Obligations; Guarantees 33 4.8 Consultations and Communications Regarding Employee Matters 33 4.9 Transfer of Certain Intellectual Property 34 4.10 Commercially Reasonable Efforts 34 4.11 Acquired Company Restructuring 34 4.12 Accounting Treatment 34 4.13 Consent of Landlord for Company Headquarters 34 ARTICLE 8. CONSTRUCTION ACTIVITIES V — COVENANTS OF BUYER PRIOR TO CLOSING DATE 34 5.1 Notification 34 5.2 Antitrust Filings 35 5.3 Required Approvals 35 5.4 Commercially Reasonable Efforts 35 ARTICLE VI — ADDITIONAL AGREEMENTS 35 6.1 Tax Returns and Transfer Taxes 35 6.2 Indemnification of Officers and Directors of Company 37 6.3 Other Intercompany Arrangements 37 6.4 Excluded Insurance Policies; Continued Product Liability Insurance 38 6.5 Settlement and General Release of the Buyer Released Parties 38 6.6 Litigation Support 39 6.7 Transition Services 40 6.8 Assumption of Automobile Leases 41 ARTICLE VII — CONDITIONS PRECEDENT TO BUYER’S OBLIGATION TO CLOSE 41 7.1 Accuracy of Representations 41 7.2 Quiksilver’s, Seller’s and Company’s Performance 41 7.3 Consents 42 7.4 No Proceedings 42 7.5 No Injunction 42 7.6 HSR Act Waiting Period 42 7.7 Amended and Restated Credit Agreement Release 42 ARTICLE VIII — CONDITIONS PRECEDENT TO QUIKSILVER’S, SELLER’S AND ALTERATIONS 19 COMPANY’S OBLIGATION TO CLOSE 42 8.1 Plans and Specifications 19 Accuracy of Representations 43 8.2 Construction Buyer’s Performance 43 8.3 No Injunction 43 8.4 HSR Act Waiting Period 43 8.5 Bank Consent 43 ARTICLE IX — TERMINATION 43 9.1 Termination Events 43 9.2 Effect of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Termination 44 ARTICLE X — INDEMNIFICATION; REMEDIES 44 10.1 Survival; Right to Discharge 21 8.9 Permits 21 8.10 Sharing Indemnification Not Affected by Knowledge 44 10.2 Indemnification and Payment of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement Damages by Quiksilver 44 10.3 Indemnification and Payment of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 Damages by Buyer 44 10.4 Possession Following Notice of Taking 23 Time Limitations 45 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination Amount—Quiksilver, Seller and Company 45 10.6 Exclusive Remedy 46 10.7 Procedure for Indemnification—Third Party Claims 46 10.8 Procedure for Indemnification—Other Claims 47 10.9 Interpretation 47 10.10 Tax Benefits 47 10.11 No Environmental Contribution 48 ARTICLE XI — GENERAL PROVISIONS 48 11.1 Expenses 48 11.2 Public Announcements 48 11.3 Confidentiality 49 11.4 Notices 49 11.5 Arbitration 50 11.6 Further Assurances 50 11.7 Waiver 51 11.8 Entire Agreement and Modification 51 11.9 Disclosure Letter 51 11.10 Assignments, Successors, and No Third-Party Rights 51 11.11 Severability 51 11.12 Time of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel CertificatesEssence 52 11.13 Governing Law 52 11.14 Equitable Remedies 52 11.15 Independence of Agreements, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 Covenants, Representations and Warranties 52 11.16 Execution 52 11.17 Other Definitional and Interpretive Matters 52 Exhibit A Definitions Exhibit B Form Legal Opinion Exhibit C Resignations This Stock Purchase Agreement (“Agreement”) is made as of Lessee 33 17.2 Representations October 30, 2007, by and Warranties of Lessor 34 17.3 Acknowledgment 34 ARTICLE 18among Quiksilver, Inc., a Delaware corporation (“Quiksilver”), Rossignol Ski Company, Inc., a Delaware corporation (“Seller”), Rxxxx Xxxxxxxxx Golf Company, Inc., a California corporation (“Company”), and SRI Sports Limited, a Japanese corporation (“Buyer”). JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions For purposes of this document Agreement, the terms set forth in Exhibit A shall have been redacted and filed separately with the Commission. Exhibit "A" Survey of the Premises Exhibit "B" Easements and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Payment Schedule for Water Services Exhibit "E-2" Quantity and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" Calculation of LNG Discount Exhibit "K" Terms and Conditions for On-Site Fueling Station Exhibit "L" Removal and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions meanings specified or referred to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYtherein.
Appears in 1 contract
Page. 7.3 Surrender of the Premises 19 ARTICLE 8. CONSTRUCTION ACTIVITIES AND ALTERATIONS 19 8.1 Plans and Specifications 19 8.2 Construction of LNG Facility 19 8.3 Insurance Covering Lessee's Work 20 8.4 Relocation of Utilities 20 8.5 Personal Property 20 8.6 Liens and Notices of Violation Prohibited 20 8.7 Mechanics' Liens 20 8.8 Lessor's Right to Discharge 21 8.9 Permits 21 8.10 Sharing of Information 21 8.11 Lessor's Additional Improvements 21 8.12 Future Alterations 22 ARTICLE 9. DESTRUCTION 22 9.1 Obligation to Rebuild 22 9.2 No Abatement of Rent 23 ARTICLE 10. CONDEMNATION 23 10.1 Rights 23 10.2 Total Taking 23 10.3 Substantial Taking 23 10.4 Possession Following Notice of Taking 23 10.5 Apportionment for Award of Total Taking 23 10.6 Partial Taking 24 10.7 Taking for Temporary Use 24 10.8 Remediation Obligations 24 10.9 Sole and Exclusive Remedies 24 ARTICLE 11. LESSEE'S DEFAULT 24 11.1 Lessee's Default Defined 24 11.2 Lessor's Right to Terminate 25 11.3 Lessor's Right Not To Terminate 26 11.4 Cessation of Services 26 11.5 General 26 11.6 Right of Lessor to Perform 26 ARTICLE 12. LESSOR'S DEFAULT 26 12.1 Lessor's Default Defined 26 12.2 Lessee's Remedies 26 12.3 Limitations on Lessor's Liability 27 12.4 Termination of Services by Lessor 28 ARTICLE 13. ESTOPPEL CERTIFICATES AND SALE BY LESSOR 29 13.1 Estoppel Certificates, etc. 29 13.2 Failure to Deliver Estoppel Certificates 29 13.3 Liability Upon Transfer 29 ARTICLE 14. ASSIGNMENT AND SUBLETTING 30 14.1 Generally Forbidden 30 [***] Confidential portions of this document have been redacted and filed separately with the Commission. 14.2 Permitted Transactions 30 14.3 Transfer Procedures 30 14.4 Prohibited Persons 31 14.5 Miscellaneous Provisions 31 ARTICLE 15. RIGHT OF FIRST REFUSAL 31 15.1 ROFR Notice 31 15.2 Response to ROFR Notice 31 15.3 Timing of Transfer; Change of Terms 32 15.4 Termination of Right 32 15.5 Valuation 32 15.6 Transfer Defined 32 15.7 Right of First Refusal Exercised 32 15.8 No Waiver of Assignment Restrictions 32 ARTICLE 16. FORCE MAJEURE 32 16.1 Effect of Force Majeure Events 32 16.2 Certain Delays not Excused 33 16.3 Notice of Force Majeure Events 33 16.4 Period of Suspension or Delay and Mitigation 33 ARTICLE 17. REPRESENTATIONS AND WARRANTIES 33 17.1 SECTION 4.1 Representations and Warranties of Lessee 33 17.2 Representations the SPV and Warranties the Initial Master Servicer 48 ARTICLE V CONDITIONS PRECEDENT 55 SECTION 5.1 Conditions Precedent to Closing 55 SECTION 5.2 Conditions Precedent to All Investments, Reinvestments and Letters of Lessor 34 17.3 Acknowledgment 34 Credit 57 ARTICLE 18. JOINDER 35 18.1 Joinder of CE Construction 35 ARTICLE 19. MISCELLANEOUS PROVISIONS 35 19.1 Headings 35 19.2 Exhibits 35 19.3 Recitals 35 19.4 Waiver 35 19.5 Notices 35 19.6 Attorneys' Fees 36 19.7 Successors 36 19.8 Surrender of Lease Not Merger 36 19.9 Entire Agreement 37 19.10 Severability 37 19.11 Construction 37 19.12 Governing Law 37 19.13 Time is of Essence 37 19.14 No Joint Venture 37 19.15 Counterparts 37 19.16 Recordation 37 19.17 No Sharing of Grants 37 19.18 Public Announcements; Community Interaction 37 19.19 Confidentiality 38 19.20 Non Dedication 38 19.21 No Solicitation of Employees 38 19.22 Dispute Resolution Procedures 39 19.23 Work of Improvement 39 [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit "A" Survey VI COVENANTS 58 SECTION 6.1 Affirmative Covenants of the Premises Exhibit "B" Easements SPV and Exclusion Zone Easements Exhibit "C" LNG Facility Exhibit "C-1" LNG Facility Site Plan Exhibit "D" Electric Power Sales Exhibit "D-1" Energy Price Exhibit "E" Water Supply Services Exhibit "E-1" Master Servicer 58 SECTION 6.2 Negative Covenants of the SPV and Master Servicer 64 SECTION 6.3 Affirmative Covenant of Ashland; Deemed Financial Covenants 66 ARTICLE VII ADMINISTRATION AND COLLECTIONS 67 SECTION 7.1 Appointment of Master Servicer 67 SECTION 7.2 Duties of Master Servicer 68 SECTION 7.3 Blocked Account Arrangements 69 SECTION 7.4 Enforcement Rights 70 SECTION 7.5 Master Servicer Default 70 SECTION 7.6 Servicing Fee 72 SECTION 7.7 Protection of Ownership Interest of the Investors 72 ARTICLE VIII TERMINATION EVENTS 73 SECTION 8.1 Termination Events 73 SECTION 8.2 Termination 75 ARTICLE IX INDEMNIFICATION; EXPENSES; RELATED MATTERS 76 SECTION 9.1 Indemnities by the SPV 76 SECTION 9.2 Indemnities by the Master Servicer 78 SECTION 9.3 Indemnity for Taxes, Reserves and Expenses 79 SECTION 9.4 Taxes 82 SECTION 9.5 Other Costs and Expenses; Breakage Costs 84 ARTICLE X THE AGENT 85 SECTION 10.1 Appointment and Authorization of Agent 85 SECTION 10.2 Delegation of Duties 86 SECTION 10.3 Liability of Agents and Managing Agents 86 SECTION 10.4 Reliance by Agent 86 SECTION 10.5 Notice of Termination Event, Potential Termination Event or Master Servicer Default 87 SECTION 10.6 Credit Decision; Disclosure of Information by the Agent 87 SECTION 10.7 Indemnification of the Agent 88 SECTION 10.8 Agent in Individual Capacity 88 SECTION 10.9 Resignation of Agents 88 SECTION 10.10 Payments by the Agent 89 ARTICLE XI MISCELLANEOUS 89 SECTION 11.1 Term of Agreement 89 SECTION 11.2 Waivers; Amendments 89 SECTION 11.3 Notices; Payment Information 90 SECTION 11.4 Governing Law; Submission to Jurisdiction; Appointment of Service Agent 91 SECTION 11.5 Integration 91 SECTION 11.6 Severability of Provisions 91 SECTION 11.7 Counterparts; Facsimile Delivery 91 SECTION 11.8 Successors and Assigns; Binding Effect 92 SECTION 11.9 Waiver of Confidentiality 95 SECTION 11.10 Confidentiality Agreement 96 SECTION 11.11 Conduit Investor Provisions 96 SECTION 11.12 No Recourse 96 SECTION 11.13 No Proceedings; Limitations on Payments 97 Schedule for Water Services Exhibit "E-2" Quantity I Yield and Quality Specifications Exhibit "F" Other Lessor Services Exhibit "F-1" Payment Rate Periods Schedule for Other Lessor Services Exhibit "F-2" Blended Gas Quality Standards Exhibit "F-3" Gas Metering Exhibit "F-3A" Gas Pipeline Diagram Exhibit "G" Form of Parent Guaranty Exhibit "H" Required Permits Exhibit "I" Form of Term Commencement Date Letter Exhibit "J" Base Rent Exhibit "J-1" II Calculation of LNG Discount Exhibit "K" Terms Required Reserves Schedule III Settlement Procedures Schedule 4.1(d) Perfection Representations, Warranties and Conditions for On-Site Fueling Station Exhibit "L" Removal Covenants Schedule 4.1(g) List of Actions and Remediation Obligations Exhibit "M" Lessor's Improvement Obligations Exhibit "N" Exceptions to Lessor's Representations [***] Confidential portions of this document have been redacted and filed separately with the Commission. Exhibit 10.25 EXECUTION COPYSuits
Appears in 1 contract
Samples: Transfer and Administration Agreement (Ashland Inc.)