Pre-Term Access. Upon Tenant’s request, Landlord shall make commercially reasonable efforts to obtain access to the Leased Premises prior to the Commencement Date, so that Tenant may take measurements and perform such other preparatory tasks in anticipation of preparing the Leased Premises for Tenant’s occupancy. Any access pursuant to this Section shall be in Landlord’s absolute discretion, and subject to the existing tenant’s rights, and may be revoked or cancelled by Landlord at any time for any reason, or no reason, upon reasonable prior notice to Tenant, which notice need not comply with Article 22 of this Lease. To the extent Tenant is granted access pursuant to this Section, Tenant shall not interfere with the existing tenant’s operations, or use or occupancy of the Leased Premises, in any manner. Tenant agrees to indemnify, defend and hold harmless Landlord and Landlord’s agents, from and against any claims, suits, liabilities, and/or causes of action arising from any act committed by Tenant, or anyone invited into the Leased Premises by Tenant, within the Leased Premises, while Tenant has access to the Leased Premises pursuant to this Section.

Pre-Term Access. Tenant shall be entitled to enter the Premises at any time following mutual execution of this Lease for purposes of conducting such investigations, tests and/or studies as Tenant deems desirable. Such access to the Premises shall be subject to all terms and conditions of this Lease. Notwithstanding anything to the contrary contained in this Lease, Tenant shall not perform or cause to be performed any tests or studies affecting or relating to the soils or subsurface areas below the Premises or any other portion of the Project without providing prior written notice to Landlord. Tenant hereby indemnifies and holds Landlord harmless from any and all costs, losses, damages or expenses of any kind or nature arising out of or resulting from such activities upon the Premises or Project by Tenant, or its agents, employees or contractors other than to the extent caused by (i) the negligence, willful act or omission of Landlord or Landlord Parties (as defined in Section 8.1 hereof); or (ii) as a result of the discovery by Tenant of a pre-existing condition on the Premises or the Project.

Pre-Term Access. Tenant, its agents and employees, shall have the right to enter the Additional Premises during the thirty day period immediately preceding the Lease Commencement Date, without payment of rent or other charges, for the purpose of installing telecommunication equipment, specialty equipment, and related Tenant personalty, provided Tenant first furnishes Landlord evidence of insurance as required by the Lease and provided that all property of Tenant installed or stored within the Additional Premises during such pre-term occupancy period shall be at Tenant's sole risk. Tenant agrees not to interfere with Landlord's construction activities during such pre-term occupancy.

Pre-Term Access. Tenant and Tenant’s representatives, contractors and subcontractors shall have the right, at its or their own risk and without an obligation to pay rent or other charge, to enter the Premises prior to the Commencement Date to complete the tenant improvement work described in Exhibit D attached hereto and for the purpose of performing any construction relating to the installation of telephone, computers, data/phone cabling, furniture and special fixtures not installed by Landlord. Tenant shall give Landlord at least 48 hours’ notice prior to any such pre-term entry. Tenant agrees that prior to the Commencement Date it shall not interfere in any commercially unreasonable way with the progress of any Landlord’s work (if applicable) by such entry. Should such entry prove a commercially unreasonable impediment to the progress of any Landlord’s work, in Landlord’s commercially reasonable judgment, Landlord may demand that Tenant forthwith vacate the Premises until such time as such Landlord’s work is complete, and Tenant shall immediately comply with such demand. Tenant may use such utilities as are available during the course of such pre-term possession. Prior to any such entry, Tenant shall provide Landlord with a certificate of insurance in accordance with Section 11 below. During the course of any pre-term possession, all terms and conditions of this Lease, except for rent and commencement, shall apply, including but not limited to, the indemnification provisions in Section 10 below.

Pre-Term Access. In the event Landlord elects in its discretion to permit Tenant, or any agent, employee or contractor of Tenant, to enter, use or occupy the Premises prior to the Commencement Date, such entry, use or occupancy shall be subject to all the provisions of this Lease other than the payment of monthly Base Rent, including, without limitation, Tenant’s compliance with the insurance and indemnity requirements of this Lease. Said early possession shall not advance the expiration date of the initial Lease Term. In the event that Landlord so permits such early access to the Premises, Tenant agrees that it shall not in any way interfere with the progress of Landlord’s work (if any) by such entry. Should such entry prove an impediment to the progress of Landlord’s work, in Landlord’s judgment, Landlord may demand that Tenant forthwith vacate the Premises until such time as Landlord’s work is complete, and Tenant shall immediately comply with this demand. During the course of any pre-term possession, whether such pre-term period arises because of an obligation of construction on the part of Landlord, or otherwise, all terms and conditions of this Lease.

Pre-Term Access. Provided Tenant coordinates with Landlord and does not interfere or delay performance of the Landlord Work or the Delivery Date, Tenant and its project/construction manager, general contractor, consultants, subcontractors, and vendors (collectively the “Tenant’s Representatives”) shall be afforded reasonable access to the Property following execution of this Lease, to design and engineer the Tenant Work. Following approval by Landlord of the plans and specifications for the Tenant Work, and provided Tenant coordinates with Landlord and does not interfere or delay performance of the Landlord Work or the Delivery Date, Tenant shall be entitled to commence performance of the Tenant Work (and when appropriate, installation of Tenant’s equipment, furniture, telephone equipment, cabling and wiring) in conjunction with the performance of the Landlord Work. All such entries by Tenant and the Tenant Representatives shall be subject to all of the terms of this Lease.

Related to Pre-Term Access

Long Term Cost Evaluation Criterion 4. READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not increase your catalog prices (as defined herein) more than X% annually over the previous year for the life of the contract, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIPS, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentation, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from the “Attachments” section, complete according to the instructions on the form, then uploading the completed form, with any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they may apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@xxxx-xxx.xxx If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law clauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to read as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect.
Long Term Cost Evaluation Criterion # 4 READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th e “Attachments” section, complete according to the instructions on the form, then uploading the completed form, wit h any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they ma y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@t xxx-xxx.xxx
Long Term Cost Evaluation Criterion # 4. READ CAREFULLY and see in the RFP document under "Proposal Scoring and Evaluation". Points will be assigned to this criterion based on your answer to this Attribute. Points are awarded if you agree not i ncrease your catalog prices (as defined herein) more than X% annually over the previous year for years two and thr ee and potentially year four, unless an exigent circumstance exists in the marketplace and the excess price increase which exceeds X% annually is supported by documentation provided by you and your suppliers and shared with TIP S, if requested. If you agree NOT to increase prices more than 5%, except when justified by supporting documentati on, you are awarded 10 points; if 6% to 14%, except when justified by supporting documentation, you receive 1 to 9 points incrementally. Price increases 14% or greater, except when justified by supporting documentation, receive 0 points. increases will be 5% or less annually per question Required Confidentiality Claim Form This completed form is required by TIPS. By submitting a response to this solicitation you agree to download from th e “Attachments” section, complete according to the instructions on the form, then uploading the completed form, wit h any confidential attachments, if applicable, to the “Response Attachments” section titled “Confidentiality Form” in order to provide to TIPS the completed form titled, “CONFIDENTIALITY CLAIM FORM”. By completing this process, you provide us with the information we require to comply with the open record laws of the State of Texas as they ma y apply to your proposal submission. If you do not provide the form with your proposal, an award will not be made if your proposal is qualified for an award, until TIPS has an accurate, completed form from you. Read the form carefully before completing and if you have any questions, email Xxxx Xxxxxx at TIPS at xxxx.xxxxxx@t xxx-xxx.xxx If the vendor is awarded a contract with TIPS under this solicitation, the vendor agrees to make any Choice of Law c lauses in any contract or agreement entered into between the awarded vendor and with a TIPS member entity to re ad as follows: "Choice of law shall be the laws of the state where the customer resides" or words to that effect. Agreed In the event of litigation or use of any dispute resolution model when resolving disputes with a TIPS member entity a s a result of a transaction between the vendor and TIPS or the TIPS member entity, the Venue for any litigation or ot her agreed upon model shall be in the state and county where the customer resides unless otherwise agreed by the parties at the time the dispute resolution model is decided by the parties. Agreed
Initial Term Loan The Borrower shall give the Administrative Agent an irrevocable Notice of Borrowing prior to 11:00 a.m. on the Closing Date requesting that the Term Loan Lenders make the Initial Term Loan as a Base Rate Loan on such date (provided that the Borrower may request, no later than three (3) Business Days prior to the Closing Date, that the Lenders make the Initial Term Loan as a LIBOR Rate Loan if the Borrower has delivered to the Administrative Agent a letter in form and substance reasonably satisfactory to the Administrative Agent indemnifying the Lenders in the manner set forth in Section 5.9 of this Agreement). Upon receipt of such Notice of Borrowing from the Borrower, the Administrative Agent shall promptly notify each Term Loan Lender thereof. Not later than 1:00 p.m. on the Closing Date, each Term Loan Lender will make available to the Administrative Agent for the account of the Borrower, at the Administrative Agent’s Office in immediately available funds, the amount of such Initial Term Loan to be made by such Term Loan Lender on the Closing Date. The Borrower hereby irrevocably authorizes the Administrative Agent to disburse the proceeds of the Initial Term Loan in immediately available funds by wire transfer to such Person or Persons as may be designated by the Borrower in writing.
Technology Access Fee After the Effective Date, within [***] days after receipt of the corresponding invoice from Mersana, Merck will pay to Mersana, a one-time, non-refundable, non-creditable, upfront fee of Twelve Million Dollars ($12,000,000.00) (the “Technology Access Fee”). Payment of the Technology Access Fee shall be subject to any withholding Tax obligations set forth in Section 6.9.1.
Effective Date, Term and Approval This Agreement shall become effective with respect to a Fund, if approved by the shareholders of such Fund, on the Effective Date for such Fund, as set forth in Appendix A attached hereto. If so approved, this Agreement shall thereafter continue in force and effect until June 30, 2021, and may be continued from year to year thereafter, provided that the continuation of the Agreement is specifically approved at least annually: (a) (i) by the Board of Trustees or (ii) by the vote of “a majority of the outstanding voting securities” of such Fund (as defined in Section 2(a)(42) of the 0000 Xxx); and (b) by the affirmative vote of a majority of the trustees who are not parties to this Agreement or “interested persons” (as defined in the 0000 Xxx) of a party to this Agreement (other than as trustees of the Trust), by votes cast in person at a meeting specifically called for such purpose.
System Access CUSTOMER agrees to provide to PROVIDER, at CUSTOMER’S expense, necessary access to the mainframe computer and related information technology systems (the “System”) on which CUSTOMER data is processed during the times (the “Service Hours”) specified in the PSAs, subject to reasonable downtime for utility outages, maintenance, performance difficulties and the like. In the event of a change in the Service Hours, CUSTOMER will provide PROVIDER with at least fifteen (15) calendar days written notice of such change.
Contract Term Adjustment “Contract Term Adjustment” means adjustment only as provided for in the three circumstances described in this Subsection. Under these circumstances, the contract term shall be adjusted in writing to include additional calendar days in one or more Normal Operating Seasons equal to the actual time lost, except as limited by paragraph (b) in this Subsection.
Fixed Term Employees The only terms of this Agreement that apply to employees who are not regular employees are those that are set out in Articles 31A, 32, 33 and 34. 31A.1 Articles 31A.2 to 31A.16 apply only to fixed-term employees other than seasonal, student and GO Temp employees.
Long-Term Compensation Including Stock Options, and Benefits, Deferred Compensation, and Expense Reimbursement.

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