Receipt of Contracts and Documents Sample Clauses

Receipt of Contracts and Documents. Seller shall make available to Purchaser for review at the Hotel or on a designated web site: (i) copies of those Contracts listed on Exhibit B, and (ii) other documents reasonably requested by Purchaser to the extent such documents pertain to the Property and the business conducted thereon or relating thereto, are in Seller’s possession or control, are not confidential, do not constitute Seller’s trade secrets and are not subject to attorney client privilege. If the items described in the immediately preceding sentence are not available on the designated web site; Seller shall send copies of such items to Purchaser for Purchaser’s review. All Contracts that are assignable shall be assigned to Purchaser at the Closing. Purchaser’s failure to terminate this Agreement prior to the Contingency Expiration Date shall be deemed Purchaser’s acceptance of all Contracts and Purchaser shall have no further right to disapprove any Contract. If any Contract requires the other party’s consent to assignment and such other party disapproves the assignment to Purchaser or does not permit Seller to be released from the obligations under such Contract, the Seller shall pay all costs and expenses of terminating the subject contract.
Sample 1
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Receipt of Contracts and Documents. Seller has made available to Purchaser certain documents on the website established by Seller’s Broker. In addition, on or before 7 days from the Effective Date, to the extent such items are not on the website, Seller shall deliver to Purchaser or make available to Purchaser for review at the Hotel: (i) copies of all Contracts that are post closing obligations that pertain to the Property or any portion thereof and are listed on Exhibit B, and (ii) other documents reasonably requested by Purchaser to the extent such documents pertain to the Property or any portion thereof and the business conducted thereon or relating thereto, are in Seller’s possession or control, are not confidential, do not constitute Seller’s trade secrets and are not subject to attorney client privilege. All May 11, 2005 Page 2 Purchase and Sale Agreement Hilton Glendale 000 Xxxx Xxxxxxxx Xxxx., Xxxxxxxx, Xxxxxxxxxx Contracts that are assignable shall be assigned to Purchaser at the Close of Escrow unless (i) the same can be terminated by Seller prior to the Close of Escrow without cost to Seller; and (ii) such Contracts have been rejected by Purchaser in writing prior to the Contingency Expiration Date. Purchaser’s failure to terminate this Agreement prior to the Contingency Expiration Date or reject any Contract prior to the Contingency Expiration Date shall be deemed Purchaser’s acceptance of all Contracts and Purchaser shall have no further right to disapprove any Contracts. If any Contract requires the other party’s consent to assignment and such other party disapproves the assignment to Purchaser or does not permit Seller to be released from the obligations under such Contract, the Purchaser shall pay all costs and expenses of terminating the subject contract.
Sample 1
Receipt of Contracts and Documents. Seller has delivered to the extent in its possession, and, to the extent that Seller in good faith believes that it has the right to do so under the Existing Management Agreement, Seller has used commercially reasonable efforts to cause Manager to deliver to the extent in Manager’s possession, the following to Purchaser for review at the Hotel: (i) copies of all Contracts other than the Contracts designated as not yet delivered on Schedule 1(a)(vi), (ii) hotel management documents, material third party reports and all applicable tax and legal documents related to the Property and in possession of Seller or to which Seller has reasonable access, (iii) copies of development agreements, to the extent Seller has any such agreements, and (iv) other documents reasonably requested by Purchaser, to the extent that such documents pertain to the Property and the business conducted thereon or relating thereto, to the extent that such materials are (1) in Seller’s or Manager’s possession, and (2) do not constitute (aa) information that is subject to the attorney-client privilege, (bb) attorney work-product, (cc) information that is proprietary to Manager, (dd) information that Seller is required to keep confidential under existing agreements, other arrangements or applicable law, (ee) litigation files and/or documents for matters that will not materially affect the Resort after Closing, (ff) any and all other files that contain information or trade secrets that are related to the proprietary and/or confidential manner in which Seller or its affiliates make their investment decisions and/or conduct their operations, and (gg) are not otherwise Excluded Assets.
Sample 1

Related to Receipt of Contracts and Documents

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Further Acts and Documents On request of the Indenture Trustee, the Issuer will take action and execute and deliver additional documents reasonably required to perform and carry out the purposes of this Indenture.

  • Agreements and Documents Parent shall have received the following agreements and documents, each of which shall be in full force and effect:

  • Assignment of Contracts On the Initial Borrowing Date, the Borrower shall have duly authorized, executed and delivered a valid and effective assignment by way of security in favor of the Collateral Agent of all of the Borrower’s present and future interests in and benefits under (x) the Construction Contract, (y) each Refund Guarantee and (z) the Construction Risk Insurance (it being understood that the Borrower will use commercially reasonable efforts to have the underwriters of the Construction Risk Insurance accept and endorse on such insurance policy a loss payable clause substantially in the form set forth in Part 3 of Schedule 2 to the Assignment of Contracts (as defined below), and it being further understood that certain of the Refund Guarantee and none of the Construction Risk Insurances will have been issued on the Initial Borrowing Date), which assignment shall be substantially in the form of Exhibit J hereto or otherwise reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent), including, without limitation, those acknowledgments, notices and consents listed on Schedule 5.07 (as modified, supplemented or amended from time to time, the “Assignment of Contracts”) provided that, if any Refund Guarantee issued to the Borrower on the Initial Borrowing Date shall have been issued by KfW IPEX-Bank GmbH, then such Refund Guarantee shall be charged pursuant to a duly authorized, executed and delivered, valid and effective charge of any such Refund Guarantee in the form of Exhibit Q hereto or otherwise in a form reasonably acceptable to the Lead Arrangers and the Borrower and customary for transactions of this type, along with appropriate notices and consents relating thereto (to the extent incorporated into or required pursuant to such Exhibit or otherwise agreed by the Borrower and the Facility Agent) (as modified, supplemented or amended from time to time, the “Charge of KfW Refund Guarantees”).

  • Material Contracts and Agreements (i) All material contracts of the Company or its subsidiaries have been included in the Company SEC Documents, except for those contracts not required to be filed pursuant to the rules and regulations of the SEC.

  • Assignment of Contracts and Rights Anything in this Agreement to the contrary notwithstanding, this Agreement shall not constitute an agreement to assign any Asset or any claim or right or any benefit arising thereunder or resulting therefrom if an attempted assignment thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of Seller or, upon transfer, Purchaser thereunder. Seller agrees that it will use its best efforts to obtain the necessary consents to the assignment of each Seller Contract or other Seller Asset which by its terms requires the consent of any of the other contracting parties thereto to an assignment thereof to Purchaser. If such consent is not obtained with respect to any such Contract or other Asset, Seller and Purchaser will cooperate in an arrangement reasonably satisfactory to Purchaser and Seller under which Purchaser shall obtain, to the extent practicable, the claims, rights and benefits and assume the corresponding obligations thereunder in accordance with this Agreement, including subcontracting, sub-licensing or sub-leasing to Purchaser, or under which Seller shall enforce for the benefit of Purchaser, with Purchaser assuming Seller’s obligations, any and all claims, rights and benefits of Seller against a third party thereto. Seller will promptly pay to Purchaser when received all monies received by Seller under any Contract or other Asset or any claim, right or benefit arising thereunder not transferred to Purchaser pursuant to this Section 8(j). Purchaser agrees to perform at its sole expense all of the obligations of Seller to be performed after the Acquisition Date under any such Contract or other Asset the benefits of which Purchaser is receiving pursuant to the provisions of this Section 8(g).

  • Other Agreements and Documents Company shall have executed and delivered the following agreements and documents:

  • Certain Contracts and Arrangements Except as set forth in Section 2.9 of the Disclosure Schedule (with true and correct copies delivered to the Investor), the Company is not a party or subject to or bound by:

  • Material Contracts and Transactions Other than as expressly contemplated by this Agreement, there are no material contracts, agreements, licenses, permits, arrangements, commitments, instruments, understandings or contracts, whether written or oral, express or implied, contingent, fixed or otherwise, to which Pubco is a party except as disclosed in writing to Priveco or as disclosed in the Pubco SEC Documents.

  • Related Party Contracts To the extent requested in writing by the Acquirer with respect to any specific identified contract prior to the Effective Time, the Company shall take all actions necessary to terminate, and shall cause to be terminated, each Related Party Contract, in each case without any further liability or obligation of the Company, the Surviving Corporation, Acquirer or any of their respective Subsidiaries or Affiliates and, in connection therewith, the Company (or its applicable Subsidiary) shall have received from the other party to such Related Party Contract a release in favor of the Company, the Surviving Corporation, Acquirer and their respective Subsidiaries and Affiliates from any and all liabilities or obligations arising out of such Related Party Contract.

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