Purchaser Approval. The Company's Board of Directors shall have approved this Agreement, the Ancillary Agreements and the consummation of the transactions contemplated herein and therein.
Purchaser Approval. The Purchaser shall have approved the FIS Closing as required under Section 2.12, if applicable.
Purchaser Approval. The Purchaser shall have approved the IDIT Closing as required under Section 2.12 , if applicable.
Purchaser Approval. NYSERDA has the right not to allow a Purchaser to participate in the Program or to ban any Purchaser from future participation in the Program for failure to meet these terms and conditions or other applicable requirements of the Program in addition to any other legal remedies available under law.
Purchaser Approval. Each Seller shall have received a copy of a resolution of an authorized governing body of the Purchaser (certified by a duly appointed officer as true and correct) authorizing the execution of and the performance by the Purchaser of its obligations under this Agreement and any other related documents to be executed by the Purchaser as part of the transactions contemplated under this Agreement.
Purchaser Approval. Each Purchaser shall have received the requisite approvals necessary to consummate such Purchaser's purchase of the Securities.
Purchaser Approval. For so long as any Notes are outstanding, other than in connection with (i) full or partial consideration in connection with the Merger Agreement, (ii) the Company’s issuance of securities in connection with strategic license agreements and other partnering arrangements so long as such issuances are not primarily for the purpose of raising capital, (iii) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to employees, directors, and consultants that have been approved by a majority of the independent members of the board of directors of the Company, (iv) the Company’s issuance of securities upon the exercise or exchange of or conversion of any securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement on the terms in effect on the date hereof, (v) the Company’s issuance of Common Stock or the issuances or grants of options to purchase Common Stock to consultants and service providers, and (vi) any and all securities required to be assumed by the Company by the terms thereof as a result of any of the foregoing even if issued by a predecessor acquired in connection with a business combination, merger or share exchange (collectively, the foregoing (i) through (vi) are “Exempt Issuances”), the Company shall not incur any indebtedness (other than trade payables incurred in the ordinary course) or issue any Common Stock or securities convertible into or exercisable for shares of Common Stock (or modify any of the foregoing which may be outstanding) without approved by 67% of the Notes held as of the date of approval other than Exempt Issuances.
Purchaser Approval. The board of directors of General Partner shall have duly and validly authorized Purchaser to deliver the Purchase Price required hereunder and to consummate each of the transactions contemplated hereby.
Purchaser Approval. Notwithstanding any other provision of this Agreement, the obligation of Purchaser to consummate the transaction contemplated herein shall be subject to the condition that the Board of Directors of Purchaser shall have approved the sale of the Property to Purchaser, pursuant to the terms and conditions of this Agreement, on or prior to December 3, 1996. If Purchaser fails to notify Seller by 5:00 p.m. (local time at the Property) on December 3, 1996 that its Board of Directors has approved the sale of the Property to Purchaser pursuant to the terms hereof, then this Agreement shall terminate and neither party shall have any further rights or obligations hereunder (except for any indemnity obligations of either party pursuant to the other provisions of this Agreement), the Deposit, or portion thereof previously deposited with Escrow Agent, shall be returned to Purchaser and each party shall bear its own costs hereunder.
Purchaser Approval. A DESCRIPTION OF LAND B LIST OF PERSONAL PROPERTY C LIST OF OPERATING AGREEMENTS D LIST OF ENVIRONMENTAL REPORTS E FORM OF TENANT ESTOPPEL CERTIFICATE F TENANT ESTOPPEL STANDARDS G FORM OF DEED H FORM OF XXXX OF SALE I FORM OF ASSIGNMENT OF LEASES J FORM OF ASSIGNMENT OF CONTRACTS K FORM OF TENANT NOTICE L FORM OF FIRPTA CERTIFICATE M LIST OF CERTAIN TENANT COSTS AND COMMISSIONS N LIST OF BROKERAGE AGREEMENTS O LIST OF SPECIFIED LITIGATION P LIST OF VIOLATION NOTICES Q RENT ROLL R EXISTING TITLE AND SURVEY MATTERS EXHIBIT A DESCRIPTION OF LAND EXHIBIT B LIST OF PERSONAL PROPERTY All furniture, furnishings, appliances, equipment, tools and supplies, if any, presently located in or on the Property to the extent that the same are owned by Seller and will be in existence on the date of Closing (no representation being given in any respect whatsoever by Seller that any such furniture, furnishings, appliances, equipment, tools and supplies are in fact presently located in or on the Property or that the same are in fact owned by the Seller and/or will be in existence on the date of Closing). EXHIBIT C LIST OF OPERATING AGREEMENTS VENDOR AGREEMENT CANCELLATION NAME DATE PURPOSE TERM CLAUSE ---- ---- ------- ---- ------ Dover Elevator Company 9-1-96 Elevator Maintenance 3 years 30 days Diversey Water Technologies, Inc. 7-1-96 Water Treatment 1 year 10 days Xxxxxxxx Building Services of NJ, Inc. 6-1-96 Window Cleaning 1 year 10 days International Service Systems 8-1-96 Janitorial 1 year 10 days XX Xxxxxxx 8-1-96 Fire Panel 1 year 10 days Rentokil Environmental Services 7-1-96 Interior Plant Maintenance 1 year 10 days X. Xxxxxxxxx Landscaping Contractors 3-1-96 Landscaping Maintenance 11-30-96 10 days Carrier Corporation 4-1-96 HVAC System 1 year 10 days Xxxxxx Pest Control 7-1-96 Pest Control Services 1 year 10 days Borg Warner not yet signed Security Services 1 year 10 days EXHIBIT D LIST OF ENVIRONMENTAL REPORTS Phase I Environmental Report prepared by Xxxxxx Engineering and Environmental Services, Inc. dated August 30, 1996 Phase II Environmental Report prepared by Law Associates dated December 9, 1991 Phase I Environmental Report prepared by Law Associates dated October 15, 1991 EXHIBIT E TENANT ESTOPPEL FORM , 1996 Cali Realty Acquisition Corp. 00 Xxxxxxxx Xxxxx Xxxxxxxx, XX 00000-0000 Metropolitan Life Insurance Company 000 Xxxx Xxxxxx, 00xx xxxxx Xxx Xxxx, XX 00000 Re: Lease dated _____________________ , 199 (the "Lease") executed between ____________________...
