Release of Certain Land Sample Clauses

Release of Certain Land. Notwithstanding any other provision hereof, the parties hereto reserve the right to amend this Agreement at any time and from time to time by mutual agreement for the purpose of effecting the release of and removal of (i) any unimproved part of the Project Land (on which no component of the Project Facilities is located but on which parking, transportation or utility facilities may be located) on which the Board proposes to construct improvements for lease or sale to another person or persons under another and different agreement, or (ii) any part of the Project Land with respect to which the Board proposes to grant an easement or convey a fee interest or other title to a railroad or other public or private carrier or to any public utility or public body in order that transportation facilities or services by rail, water, road or other means or utility services for the Project may be provided, increased or improved; provided, that if at the time any such amendment is made any of the Bonds are outstanding, there shall be deposited with the Trustee the following: (a) a copy of such amendment as executed; (b) a resolution of the Board (i) stating that the Board is not in default under any of the provisions hereof or of the Indenture and that the Company is not to the knowledge of the Board in default under any of the provisions hereof, (ii) giving an adequate legal description of that portion of the Project Land to be released, (iii) stating the purpose for which the Board desires the release, (iv) stating that the improvements which will be constructed or the facilities and services which will be provided, increased or improved will be such as will promote at least one of the public purposes of the Board, and (v) requesting such release; (c) a certificate of the president or any vice president of the Company indicating approval of such amendment and stating that the Company is not in default under any of the provisions hereof; (d) a copy of the agreement between the Board and such other person wherein the Board agrees to construct improvements on the portion of the Project Land so requested to be released and agrees to lease or sell the same to such other person, and wherein such other person agrees to lease or purchase the same from the Board, or a copy of the instrument granting the easement or conveying the title or other interest to a railroad, public utility or public body; and (e) a certificate of the Authorized Company Representative, dated not more th...
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Release of Certain Land. Notwithstanding any other provisions of this Agreement, the parties hereto reserve the right, at any time and from time to time, to amend this Agreement for the purpose of effecting the release of and removal from this Agreement of (i) any unimproved part of the real estate comprising part of the Project (on which no Facilities building or other building or equipment owned by Issuer and essential to the continued operation of the Project is situated) or (ii) any part of the Land with respect to which Issuer and City would propose to convey fee title to a railroad, public utility or public body in order that railroad service, utility services or roads may be provided for the Project.
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Release of Certain Land. Notwithstanding any other provisions of this Agreement, the parties hereto reserve the right, at any time and from time to time, to amend this Agreement and the Indenture for the purpose of effecting the release of and removal from this Agreement, the leasehold estate created hereby and the lien of the Indenture of (a) any unimproved part of the Project Site (on which no Project building or other building or equipment owned by the Company and essential to the continued operation of the Project is situated) or (b) any part of the Project Site with respect to which the owner of the Project Site proposes to convey fee title to a railroad, public utility or public body in order that railroad service, utility services or roads may be provided for the Facility, provided, that if at the time any such amendment is made any of the Bonds are outstanding and unpaid, such amendment shall not be effective until and unless there are deposited with the Trustee the following: (i) Copies of the said amendments to this Agreement and the Indenture as executed; (ii) A resolution or ordinance of the Issuer (A) stating that the Issuer is not in default under any of the provisions of the Indenture and that the Issuer and the Company are not, to the knowledge of the Issuer, in default under any of the provisions of this Agreement, (B) giving an adequate legal description for that portion of the Project Site to be released, (C) stating the purpose for which the release is desired, (D) requesting such release and (E) approving such amendments to this Agreement; and (iii) Evidence of the authority of the officers of the Company who execute such amendments to this Agreement.
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Release of Certain Land. Notwithstanding any other provisions of this Lease, the parties hereto reserve the right, at any time and from time to time, to amend this Lease for the purpose of effecting the release of or removal from this Lease and the leasehold estate created hereby of (i) any unimproved part of the Land (on which no part of the Building or other building or equipment owned by the Company or Desa and essential to the continued operation of the Project is situated), or (ii) any part of the Land with respect to which the Company proposes to convey fee title or an easement to a railroad, public utility or public body in order that railroad service, utility services or roads may be provided for the Project; provided that if at the time any such amendment is made any of the Loan is outstanding and unpaid such amendment shall not be effective until and unless the Lender, Bank Desa and Equipment Lender have consented thereto in writing. (END OF ARTICLE VIII)
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Release of Certain Land. Provided no event of default shall have occurred and be continuing, me Company shall have the right to have the Issuer release from this Deed of Trust a part or parts of the real properly constituting the Land upon compliance with Section 9.4 of the Loan Agreement
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Release of Certain Land. Notwithstanding any other provision of this Lease Agreement, the parties hereto reserve the right at any time and from time to time by mutual agreement to amend this Lease Agreement for the purpose of effecting the release of and removal from this Lease Agreement of any unimproved part of the Leased Land (on which neither the Building nor any Leased Equipment is located but on which parking, transportation, utility facilities or other support facilities may be located).
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Release of Certain Land. Reference is made to the provisions of the Lease Agreement, including, without limitation, Sections 8.6 and 11.3 thereof, wherein the Issuer and the Lessee have reserved the right to withdraw certain portions of the Leased Land from the Lease Agreement and the Security Deed upon compliance with the terms and conditions of the Lease Agreement. The Trustee shall release from this Indenture all rights to and liens on such portion of the Leased Land and the revenues and receipts derived from such released land upon compliance with the provisions of the Lease Agreement and the Security Deed. The Trustee is hereby authorized and directed to execute and record or cause to be executed and to be properly recorded any and all instruments reasonably requested by the Lessee to effectuate a conveyance of the Leased Land so released and to terminate any security interest or other lien with respect thereto.
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Release of Certain Land. Reference is made to, the provisions of the Agreement, including, without limitation, Section 11.3 thereof, wherein the County and the Company have reserved the right to withdraw certain portions of the Project Land from the Agreement and this Indenture upon compliance with the terms and conditions of the Agreement. The Trustee shall release from the Agreement and the lien of this Indenture any such land and from this Indenture all rights to and liens on the purchase price payments, other payments and revenues derived from such released land upon compliance with the provisions of the Agreement. The Trustee is hereby authorized and directed to execute and record, or cause to be executed and to be properly recorded. any and all instruments reasonably requested by the Company to effectuate a release from the Agreement and this Indenture of the Project Land and to terminate any security interest or other lien with respect thereto.
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Related to Release of Certain Land

  • Termination of Certain Rights The Company’s obligations under Sections 1.1, 1.2 and 1.4 above will terminate upon the earlier of (a) the closing of the Company’s initial public offering of Class A Common Stock pursuant to an effective registration statement filed under the U.S. Securities Act of 1933, as amended (the “Securities Act”) and (b) a Deemed Liquidation Event (as defined in the Restated Certificate).

  • Construction of Certain Provisions If any provision of this Agreement or any of the Loan Documents refers to any action to be taken by any Person, or which such Person is prohibited from taking, such provision shall be applicable whether such action is taken directly or indirectly by such Person, whether or not expressly specified in such provision.

  • Use of Certain Words Unless the context requires otherwise: (i.) “including” (and any of its derivative forms) means including but not limited to;

  • Waiver of Certain Rights Each Member irrevocably waives any right it may have to maintain any action for dissolution of the Company or for partition of the property of the Company.

  • Waiver of Certain Laws Each of the Seller and the Servicer agrees, to the full extent that it may lawfully so agree, that neither it nor anyone claiming through or under it will set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption law now or hereafter in force in any locality where any Collateral may be situated in order to prevent, hinder or delay the enforcement or foreclosure of this Agreement, or the absolute sale of any of the Collateral or any part thereof, or the final and absolute putting into possession thereof, immediately after such sale, of the purchasers thereof, and each of the Seller and the Servicer, for itself and all who may at any time claim through or under it, hereby waives, to the full extent that it may be lawful so to do, the benefit of all such laws, and any and all right to have any of the properties or assets constituting the Collateral marshaled upon any such sale, and agrees that the Administrative Agent or any court having jurisdiction to foreclose the security interests granted in this Agreement may sell the Collateral as an entirety or in such parcels as the Administrative Agent or such court may determine.

  • Assumption of Certain Liabilities a. Notwithstanding anything contained in this Agreement or in any Exhibit to the contrary, Buyer is not and shall not assume any liabilities of the Business or of the Seller, except for the following liabilities of the Seller pertaining solely to the operation of the Business after the Closing Date (the “Assumed Liabilities”): i. The obligations of Seller and related payment requirements from and after the Closing Date under the unexpired facility leases for the office of Seller as set forth on the Schedule of Lease Obligations attached hereto as Exhibit 5-A1. ii. The obligations of Seller and related payment requirements from and after the Closing Date under any equipment lease, lease/purchase or maintenance agreements for those items of office equipment to be purchased by Buyer pursuant to this Agreement, as set forth on the Schedule of Equipment Leases attached hereto as Exhibit 5-A2. iii. The obligation to pay the Buyer’s customary and normal commissions with respect to mortgage transactions which are pending at the time of Closing and which are finalized following Closing. iv. The obligation to pay to Shareholder monthly rent in the amount of SIX THOUSAND FOUR HUNDRED ELEVEN and 45/100 Dollars ($6,411.45), as well as one prorated payment of THREE THOUSAND TWO HUNDRED FIVE and 73/100 Dollars ($3,205.73), that has been prepaid by Seller Parties through March 2007. Such amount shall be paid pursuant to the Promissory Note. b. Notwithstanding anything contained in this Agreement or in any Exhibit to the contrary, Buyer does not assume any liability not being identified herein as being assumed by Buyer, and in particular (by way of illustration and not limitation) Buyer does not assume any of the following liabilities, which liabilities will remain the obligations of Seller (such liabilities are herein collectively referred to as the “Excluded Liabilities”): i. Any and all trade payables outstanding, accrued to, or due as of the Closing Date. ii. Any and all accrued salaries, overtime pay, vacation pay, holiday pay, accrued time off pay of any type, expenses and other employee compensation for both temporary and permanent employees of Seller payable up to the Closing Date unless otherwise assumed hereunder. iii. FICA, withholding, and other payroll related taxes payable up to the Closing Date for any and all periods prior to the Closing Date. iv. Sales tax obligations for any and all services rendered prior to the Closing Date. v. Other taxes, fees and assessments payable by Seller or accrued as of the Closing Date. vi. Audit or other similar adjustments, including any penalties or fines, related to FICA and other payroll taxes, sales taxes, retirement plan contributions, workers’ compensation insurance and similar expenses subject to audits and adjustments for occurrences and time periods prior to the Closing Date. vii. Federal and state taxes on income earned by Seller prior to the Closing Date and accrued to or payable as of the Closing Date. viii. Revolving credit line obligations or other short term bank borrowings, long term bank loans or installment payment debts of Seller. ix. Notes and other financial instruments payable by Seller. x. Any and all notes payable, advances, deferred compensation or other debts owed to Shareholders, or any other employee of, or contractor to, Seller, including any payments related to compensation, vacation pay, sick pay, fringe benefits, or reimbursable expenses related to the employment of, or services performed by, any of such individuals prior to the Closing Date. xi. Any and all other liabilities of Seller existing as of the Closing Date and not specifically listed as being assumed by Buyer in Section 5a of this Agreement. xii. Any contingent or unstated liabilities of Seller including, but not limited to, liabilities occurring as a result of legal actions, suits or other claims and resulting from actions or other occurrences which took place prior to the Closing Date. c. All of the Assets shall be free of any liens, claims, liabilities, charges, restrictions, royalties, fees or other encumbrances other than (i) liens for Taxes which are not due and payable as of the Closing Date, (ii) the leases set forth on the Schedule of Lease Obligations at Exhibit 5-A1, (iii) the equipment leases, lease/purchase or maintenance agreements set forth on the Schedule of Equipment Leases at Exhibit 5-A2, and (iv) encumbrances which would not have a material adverse effect on the Business (collectively, the “Permitted Encumbrances”). No later than the Closing Date, the Seller shall secure written releases for the Assets acquired from the holder of any lien, security interest or other obligation of the Seller related to any lien, security interest or other encumbrance attaching to all or any category of the assets of Seller.

  • Notice of Certain Matters (a) From the date hereof until the Closing, each Party shall promptly notify the other Parties of any occurrence of which it is aware that is reasonably likely to result in any of the conditions set forth in Article VI becoming incapable of being satisfied; provided, however, that any Party’s failure to give notice of any such occurrence as required pursuant to this Section 5.3(a) shall not be (i) deemed to be a breach of the covenant contained in this Section 5.3(a), but instead shall (if applicable) constitute only a breach of the applicable underlying representation, warranty, covenant or agreement, or (ii) taken into account in determining whether the conditions to Closing set forth in Article VI have been satisfied. (b) Without limitation to Section 5.3(a), if there occurs any facts, events or circumstances after the date hereof and before the Closing that constitutes a material breach of any representations or warranties of the Warrantors that are to be repeated at the Closing, the Warrantors shall promptly execute a certificate detailing such facts, events or circumstances and deliver such certificate to Orchid Asia, whereupon the Disclosure Schedule shall be deemed to have been updated with such facts, events or circumstances as set forth in such certificate (but such update shall be deemed to qualify only the representations and warranties (other than the Warrantor Fundamental Warranties) that are repeated at the Closing). Upon and after any such update to the Disclosure Schedule, (i) if the Warrantors acknowledge that such facts, events or circumstances are adverse to the interests of the Group Companies or Orchid Asia in a material respect, Orchid Asia shall be entitled to terminate this Agreement by written notice to the Company, and (ii) if Orchid Asia and the Warrantors, in their respective reasonable beliefs, disagree as to whether such facts, events or circumstances are adverse to the interests of the Group Companies or Orchid Asia in a material respect, Orchid Asia and the Warrantors shall consult with each other in good faith with a view to resolving such disagreement (including agreeing on any adjustments to the terms of the transactions contemplated hereby that may be necessary) as soon as reasonably practicable, provided, however, that, notwithstanding anything herein to the contrary, Orchid Asia (x) shall not be obligated to proceed with the Closing unless and until Orchid Asia and the Warrantors have resolved such disagreement through mutual consultation, and (y) shall be entitled to terminate this Agreement by written notice to the Company at any time after the Long Stop Date if the Closing shall not have occurred as of the Long Stop Date.

  • Preservation of Certain Remedies Notwithstanding the preceding binding arbitration provisions, the parties hereto and the other Loan Documents preserve, without diminution, certain remedies that such Persons may employ or exercise freely, either alone, in conjunction with or during a Dispute. Each such Person shall have and hereby reserves the right to proceed in any court of proper jurisdiction or by self help to exercise or prosecute the following remedies, as applicable: (i) all rights to foreclose against any real or personal property or other security by exercising a power of sale granted in the Loan Documents or under Applicable Law or by judicial foreclosure and sale, including a proceeding to confirm the sale, (ii) all rights of self help including peaceful occupation of property and collection of rents, set off, and peaceful possession of property, (iii) obtaining provisional or ancillary remedies including injunctive relief, sequestration, garnishment, attachment, appointment of receiver and in filing an involuntary bankruptcy proceeding, and (iv) when applicable, a judgment by confession of judgment. Preservation of these remedies does not limit the power of an arbitrator to grant similar remedies that may be requested by a party in a Dispute.

  • Construction of Certain Phrases (a) For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which, if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its separate existence had continued. (b) For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans; references to “fines” shall include any excise taxes assessed on Indemnitee with respect to an employee benefit plan; and references to “serving at the request of the Company” shall include any service as a director, officer, employee or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to in this Agreement.

  • Notification of Certain Matters The Company, Omron and Parent shall promptly notify each other of (a)(i) any notice or other communication received by a party to this Agreement from any Governmental Entity in connection with the Offer, the Merger or the other transactions contemplated hereby or (ii) any notice or other communication received by a party to this Agreement from any Person alleging that the consent of such Person is or may be required in connection with the Offer, the Merger or the other transactions contemplated hereby if, in the case of this clause (ii), the subject matter or result of such communication would reasonably be expected to be material to the Company or the Offer, the Merger or the other transactions contemplated hereby, (b) any Action commenced or, to such party’s knowledge, threatened against, relating to or involving or otherwise affecting such party or any of its Subsidiaries which relate to the Offer, the Merger or the other transactions contemplated hereby unless, in the case of a threatened Action, such Action is, or would reasonably be expected to be, solely for immaterial monetary relief or (c) the discovery of any fact or circumstance that, or the occurrence or non-occurrence of any event the occurrence or non-occurrence of which, would cause or result in any of the Offer Conditions set forth in Exhibit A hereto or any of the conditions to the Merger set forth in Article VII not being satisfied or satisfaction of those conditions being materially delayed in violation of any provision of this Agreement; provided, however, that the delivery of any notice pursuant to this Section 6.8 shall not (i) cure any breach of, or non-compliance with, any other provision of this Agreement or (ii) limit the remedies available to the party receiving such notice; provided, further, that failure to give prompt notice pursuant to clause (c) shall not constitute a failure of a condition to the Merger set forth in Article VII or the Offer Conditions set forth in Exhibit A hereto except to the extent that the underlying fact or circumstance not so notified would standing alone constitute such a failure.

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