Prior Management Agreements Sample Clauses

Prior Management Agreements. Effective as of the Closing Date, there shall be no Prior Management Agreements and no other agreements, letters, certificates or other documents of any kind, relating to the Containers which will be binding on Transferee or which will create a lien, charge, security interest or other encumbrance in or on the Containers or any part thereof after the Closing. To Transferor's knowledge, there are no set-offs, defenses or counterclaims available against amounts owed to Transferor in respect of the operation of the Containers prior to the Closing Date. No prepayment of rent or prepayment of casualty value under the Prior Management Agreements has been made by Cronos U.K. or any other party for any period subsequent to the Closing Date.
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Prior Management Agreements. Effective as of the Closing Date, there shall be no Prior Management Agreements and no other agreement (other than the Lease), letters, certificates or other documents of any kind, relating to the Containers which will be binding on Buyer or which will create a lien, charge, security interest or other encumbrance in or on the Containers or any part thereof after the Closing. To Seller’s knowledge, there are no set-offs, defenses or counterclaims available against amounts owed to Seller in respect of the operation of the Containers prior to the Closing Date. No prepayment of rent or prepayment of casualty value under the Prior Management Agreements has been made by CCL or any other party for any period subsequent to the Closing Date.
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Prior Management Agreements. Effective as of the Closing Date, there shall be no Prior Management Agreements and no other agreements, letters, certificates or other documents of any kind, relating to the Containers which will be binding on Buyer or which will create a lien, charge, security interest or other encumbrance in or on the Containers or any part thereof after the Closing, other than (i) the container management agreement between Buyer and CAY referred to in Section 8.03(b), and (ii) the leases of the Containers to third party lessees. To Seller’s knowledge, there are no set-offs, defenses or counterclaims available against amounts owed to Seller in respect of the operation of the Containers prior to the Effective Date. No prepayment of rent or prepayment of casualty value under the Prior Management Agreements has been made by CCL or any other party for any period subsequent to the Effective Date.
Sample 1

Related to Prior Management Agreements

  • The Management Agreement Borrower shall use commercially reasonable efforts to cause Manager to manage the Property in accordance with the Management Agreement. Borrower shall (a) diligently perform and observe all of the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed and observed, (b) promptly notify Agent of any notice to Borrower or Manager of any default by Borrower in the performance or observance of any material terms, covenants or conditions of the Management Agreement on the part of Borrower to be performed and observed, and (c) promptly deliver to Agent a copy of all material notices received by it (including, without limitation, any notices relating to the Ground Lease, the Reciprocal Easement and any Joint Manager (as defined in the Reciprocal Easement Agreement) and, upon request by Agent, any other financial statement, business plan, capital expenditures plan, report and estimate received by it under the Management Agreement (but excluding any immaterial general correspondence and internal discussion drafts of any such plans, reports or estimates); and (iv) promptly enforce the performance and observance of all of the material covenants required to be performed and observed by Manager under the Management Agreement. If Borrower shall default in the performance or observance of any material term, covenant or condition of the Management Agreement on the part of Borrower to be performed or observed, then, without limiting Agent’s other rights or remedies under this Agreement or the other Loan Documents, and without waiving or releasing Borrower from any of its obligations hereunder or under the Management Agreement, Agent shall have the right, but shall be under no obligation, to pay any sums and to perform any act as may be appropriate to cause all the material terms, covenants and conditions of the Management Agreement on the part of Borrower to be performed or observed.

  • Consulting Agreements Buyer shall have entered into the Consulting Agreements with the Shareholders.

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Employment Agreements Each of the persons listed on Schedule 9.12 shall have been afforded the opportunity to enter into an employment agreement substantially in the form of Annex VIII hereto.

  • Independent Agreements The covenants set forth in Section 9.3 above shall be construed as an agreement independent of any other provision contained in this Agreement, and the existence of any claim or cause of action, whether predicated upon this Agreement or otherwise, against the Company or any of its Affiliates shall not constitute a defense to the enforcement by the Company or any of its Affiliates of any of such covenants. The Executive acknowledges that the Company has fully performed all obligations entitling it to the benefit of the covenants set forth in Section 9.3 above, and that such covenants, therefore, are not executory or otherwise subject to rejection under the Bankruptcy Code of 1978.

  • Retention Agreements Mallinckrodt Enterprises LLC has entered into retention agreements with certain U.S. Transferred Employees. Buyers shall have no liability with respect to the payments required under such retention agreements.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

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