Prior Agreements/Other Projects contemplated by MDDA Sample Clauses

Prior Agreements/Other Projects contemplated by MDDA. This Agreement is a Project Specific Agreement (as defined in the MDDA) and therefore supersedes all prior agreements and understandings between the parties with regard to the Disposition Parcels and the Project, including, but not limited to, the MDDA. Upon execution of this Agreement, the MDDA shall be deemed terminated and of no further force or effect. Notwithstanding the foregoing, the Company has the opportunity to pursue the "Ancillary Projects" identified in the attached Exhibit 13.6 nd a right of first offer to acquire the property that the City or any City Entity owns as identified in said Exhibit 13.6 at a price equal to $1.2 million per acre less areas devoted to public parking and other public uses during the term of this Agreement, but in no event longer than twenty four (24) months from the Effective Date hereof.(the “Exclusivity Period’) all as described on Exhibit 13.6, with such modifications as the parties shall agree to. The Company is hereby designated as a preferred developer for the Ancillary Projects identified in Exhibit 13.6. The City Entities will consider requests for assistance to acquire parcels in the areas identified in Exhibit 13.6 and all parties to this Agreement shall deal exclusively with the Company during the Exclusivity Period with respect to the areas identified in Exhibit 13.6. To the extent that definitive written agreements are not reached for one or more of the Ancillary Projects as identified in Exhibit 13.6, or this Agreement is otherwise terminated, the Company shall have no rights and the other parties to this Agreement shall have no obligations with respect to such Ancillary Projects. Any rights to Ancillary Projects for which definitive written agreements have been reached by the end of the Exclusivity Period shall be exclusively based on the terms of the definitive written agreements entered into without reference to this Agreement. The Exclusivity Period shall not be tolled by Unavoidable Delays and cannot be extended without prior written agreement by all parties hereto.
Sample 1
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Prior Agreements/Other Projects contemplated by MDDA. 6 This Agreement is a Project Specific Agreement (as defined in the MDDA) and therefore supersedes all prior agreements and understandings between the parties with regard to the Disposition Parcels and the Project, including, but not limited to, the MDDA. Upon execution of this Agreement, the MDDA shall be deemed terminated and of no further force or effect. Notwithstanding the foregoing, the Company will have the opportunity to pursue the Ancillary Projects identified in the attached Exhibit 13.6 [Exhibit will have block and lot numbers and a description of the contemplated use - 1. Alexander Street area near YASR site but excluding property owned by Xxxxxx Lighting, Excelsior Bag and XxXxxxxxx for a residential development; 2. small city owned parcel behind Old Library fronting on North Broadway to be 6 As contemplated by the MDDA, the Company acquired certain parcels in anticipation of being a preferred developer with City Entity assistance to effectuate a broader development. Rather than deal with the broader areas described in the MDDA the parties agreed to define specific areas and projects which would receive an additional period for development agreements to be reached.
Sample 1

Related to Prior Agreements/Other Projects contemplated by MDDA

  • Prior Agreements; Modifications This Agreement and the schedules, attachments and exhibits attached hereto constitute the entire agreement between the Parties with respect to the subject matter hereof, and supersede all previous understandings, commitments, or representations concerning such subject matter. Each Party acknowledges that the other Party has not made any representations other than those that are expressly contained herein, if any. This Agreement may not be amended or modified in any way, and none of its provisions may be waived, except by a writing signed by an authorized representative of the Party against whom the amendment, modification, or waiver is sought to be enforced. The Project Managers shall not be authorized representatives within the meaning of this Section.

  • Superseded Agreements This Service Agreement supersedes and cancels, as of the effective date hereof, the following Service Agreement(s): N/A.

  • Further Agreements of the Parties Each of the Enterprise Parties covenants and agrees with the Underwriters:

  • Prior Agreements; Amendments This Agreement supersedes all prior agreements and understandings between the parties with respect to the subject matter hereof. This Agreement may be amended only by a written instrument duly executed by the parties hereto or their respective successors or assigns.

  • Prior Agreements This Agreement and the other Loan Documents contain the entire agreement of the parties hereto and thereto in respect of the transactions contemplated hereby and thereby, and all prior agreements among or between such parties, whether oral or written, between Borrower and Lender are superseded by the terms of this Agreement and the other Loan Documents.

  • Related Agreements Any agreement related to this Plan shall be in writing and shall provide that: (i) such agreement may be terminated at any time, without payment of any penalty, by a vote of a majority of the Independent Trustees or by a vote of the holders of a “majority” (as defined in the 0000 Xxx) of the Fund's outstanding Class C voting shares; (ii) such termination shall be on not more than sixty days’ written notice to any other party to the agreement; (iii) such agreement shall automatically terminate in the event of its “assignment” (as defined in the 1940 Act); (iv) such agreement shall go into effect when approved by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such agreement; and (v) such agreement shall, unless terminated as herein provided, continue in effect from year to year only so long as such continuance is specifically approved at least annually by a vote of the Board and its Independent Trustees cast in person at a meeting called for the purpose of voting on such continuance.

  • Other Agreements of the Parties (a) Securities may only be disposed of in compliance with state and federal securities laws. In connection with any transfer of the Securities other than pursuant to an effective registration statement, to the Company, to an Affiliate of an Investor or in connection with a pledge as contemplated in Section 4.1(b), the Company may require the transferor thereof to provide to the Company an opinion of counsel selected by the transferor, the form and substance of which opinion shall be reasonably satisfactory to the Company, to the effect that such transfer does not require registration of such transferred Securities under the Securities Act. (b) Certificates evidencing the Securities will contain the following legend, until such time as they are not required under Section 4.1(c): [NEITHER THESE SECURITIES NOR THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES HAVE BEEN REGISTERED] [THESE SECURITIES HAVE NOT BEEN REGISTERED] WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS AS EVIDENCED BY A LEGAL OPINION OF COUNSEL TO THE TRANSFEROR TO SUCH EFFECT, THE SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. [THESE SECURITIES AND THE SECURITIES ISSUABLE UPON EXERCISE OF THESE SECURITIES] [THESE SECURITIES] MAY BE PLEDGED IN CONNECTION WITH A BONA FIDE MARGIN ACCOUNT SECURED BY SUCH SECURITIES. The Company acknowledges and agrees that an Investor may from time to time pledge, and/or grant a security interest in some or all of the Securities pursuant to a bona fide margin agreement in connection with a bona fide margin account and, if required under the terms of such agreement or account, such Investor may transfer pledged or secured Securities to the pledgees or secured parties. Such a pledge or transfer would not be subject to approval or consent of the Company and no legal opinion of legal counsel to the pledgee, secured party or pledgor shall be required in connection with the pledge, but such legal opinion may be required in connection with a subsequent transfer following default by the Investor transferee of the pledge. No notice shall be required of such pledge. At the appropriate Investor's expense, the Company will execute and deliver such reasonable documentation as a pledgee or secured party of Securities may reasonably request in connection with a pledge or transfer of the Securities including the preparation and filing of any required prospectus supplement under Rule 424(b)(3) of the Securities Act or other applicable provision of the Securities Act to appropriately amend the list of Selling Stockholders thereunder. (c) Certificates evidencing the Shares, Warrant Shares and Additional Investment Rights Shares shall not contain any legend (including the legend set forth in Section 4.1(b)): (i) following a sale of such Securities pursuant to an effective registration statement (including the Registration Statement), or (ii) following a sale of such Shares, Warrant Shares or Additional Investment Rights Shares pursuant to Rule 144, or (iii) while such Shares, Warrant Shares or Additional Investment Rights Shares are eligible for sale under Rule 144(k), or (iv) if such legend is not required under applicable requirements of the Securities Act (including judicial interpretations and pronouncements issued by the Staff of the Commission). Following such time as restrictive legends are not required to be placed on certificates representing Shares, Warrant Shares or Additional Investment Rights Shares, the Company will, no later than three Trading Days following the delivery by an Investor to the Company or the Company's transfer agent of a certificate representing Shares, Warrant Shares or Additional Investment Rights Shares containing a restrictive legend, deliver or cause to be delivered to such Investor a certificate representing such Shares, Warrant Shares or Additional Investment Rights Shares that is free from all restrictive and other legends. The Company may not make any notation on its records or give instructions to any transfer agent of the Company that enlarge the restrictions on transfer set forth in this Section.

  • Authorization; Other Agreements The Secured Parties are hereby authorized, without notice to or demand upon any Guarantor and without discharging or otherwise affecting the obligations of any Guarantor hereunder and without incurring any liability hereunder, from time to time, to do each of the following: (a) (i) modify, amend, supplement or otherwise change, (ii) accelerate or otherwise change the time of payment or (iii) waive or otherwise consent to noncompliance with, any Guaranteed Obligation or any Loan Document; (b) apply to the Guaranteed Obligations any sums by whomever paid or however realized to any Guaranteed Obligation in such order as provided in the Loan Documents; (c) refund at any time any payment received by any Secured Party in respect of any Guaranteed Obligation; (d) (i) Sell, exchange, enforce, waive, substitute, liquidate, terminate, release, abandon, fail to perfect, subordinate, accept, substitute, surrender, exchange, affect, impair or otherwise alter or release any Collateral for any Guaranteed Obligation or any other guaranty therefor in any manner, (ii) receive, take and hold additional Collateral to secure any Guaranteed Obligation, (iii) add, release or substitute any one or more other Guarantors, makers or endorsers of any Guaranteed Obligation or any part thereof and (iv) otherwise deal in any manner with the Borrower and any other Guarantor, maker or endorser of any Guaranteed Obligation or any part thereof; and (e) settle, release, compromise, collect or otherwise liquidate the Guaranteed Obligations.

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

  • Access to Documents To the extent applicable to this Agreement, in accordance with §1861(v)(I)(i) of the Social Security Act (42 USC §1395x) as amended, and the provisions of 42 CFR §420.300 et seq, Contractor will allow, during and for a period of not less than four (4) years after the expiration or termination of this Agreement, access to this Agreement and its books, documents, and records; and contracts between Contractor and its subcontractors or related organizations, including books, documents and records relating to same, by the Comptroller General of the United States, the U.S. Department of Health and Human Services and their duly authorized representatives.

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