Reservation of Contributor Rights Sample Clauses

Reservation of Contributor Rights. Notwithstanding anything else in this Section 3.3 or this Agreement to the contrary, the Contributor reserves unto itself all rights and remedies (including, without limitation, rights to seek contribution) against any third party indemnitors and prior property owners or occupants for liabilities with respect to which the Company or the Operating Partnership has been indemnified by the Contributor hereunder.
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Reservation of Contributor Rights. Notwithstanding anything else in this Contribution Agreement to the contrary, the Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors, prior property owners or occupants, and contributors to any contamination, for which the Partnerships have been indemnified by the Contributor hereunder. To the extent the Contributor's rights against any such third party owners, occupants, indemnitors or contributors may be materially prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, the Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced the Contributor's rights. EXCHANGE RIGHTS AGREEMENT THIS EXCHANGE RIGHTS AGREEMENT (this "AGREEMENT"), dated as of __________ __, 1997, is entered into by and among Tower Realty Trust, Inc., a Maryland corporation (the "COMPANY"), Tower Realty Operating Partnership, L.P., a Delaware limited partnership (the "OPERATING PARTNERSHIP"), and the Persons whose names are set forth on Exhibit A attached hereto (as it may be amended from time to time).
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Reservation of Contributor Rights. Notwithstanding anything else in this Exhibit G or the Contribution Agreement to the contrary, Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Participating Entity has been indemnified by Contributor hereunder. To the extent Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced Contributor's rights. EXHIBIT H TO CONTRIBUTION AGREEMENT CERTIFICATION OF NON-FOREIGN STATUS(1) Section 1445 of the Internal Revenue Code of 1986, as amended, provides that a transferee of a United States real property interest must withhold tax if the transferor is a foreign person. To inform BioMed Property, L.P., a Maryland limited partnership (the "Operating Partnership"), that the withholding of tax is not required upon the contribution of Participating Entity Interests by [__________], a [__________] (the "Contributor"), to the Operating Partnership in exchange for Units, which transfer occurred on [__________], 2004, the undersigned hereby certifies the following on behalf of Contributor:
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Reservation of Contributor Rights. Notwithstanding anything else in this Contribution Agreement or any Portfolio Agreement to the contrary, the Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors, prior property owners or occupants, and contributors to any Contamination, for which the Partnerships have been indemnified by the Contributor hereunder. To the extent the Contributor's rights against any such third party owners, occupants, indemnitors or contributors may be materially prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, the Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced the Contributor's rights. ATTACHMENT 1 (TO EXHIBIT D) PORTFOLIO AGREEMENTS
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Reservation of Contributor Rights. Notwithstanding anything else in this Contribution Agreement to the contrary, the Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Partnerships have been indemnified by the Contributor hereunder. To the extent the Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, the Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced the Contributor's rights. EXHIBIT E to CONTRIBUTION AGREEMENT ASSIGNMENT AND ASSUMPTION AGREEMENT FOR GOOD AND VALUABLE CONSIDERATION, the receipt and sufficiency of which are hereby acknowledged, the undersigned hereby assigns, transfers and conveys to ARDEN REALTY GROUP LIMITED PARTNERSHIP, a Maryland limited partnership (the "Operating Partnership"), its entire legal and beneficial right, title and interest in and to that certain Property Management Agreement, dated as of December 14, 1994, by and among 5000 Spring Associates, LLC, a Nevada limited liability company, Xxxxxx Xxxxxxx as Trustee of the Xxxxxx Xxxxxxx and Xxxxxxxxx Xxxxxxx 1982 Trust, and Contributor, as Owners and Arden Realty Group, Inc., a California corporation, as Manager, TO HAVE AND TO HOLD the same unto the Operating Partnership, its successors and assigns, forever. Executed: __________ __, 1996 XXXXXXX XXXX, an individual By: ------------------------
Sample 1
Reservation of Contributor Rights. Notwithstanding anything else in this Contribution Agreement or any Portfolio Agreement to the contrary, the Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party indemnitors and prior property owners or occupants for which the Partnership has been indemnified by the Contributor hereunder. To the extent the Contributor's rights against any such third party indemnitors, owners or occupants may be prejudiced by actions or inactions by any owner or occupant of the Properties after the Closing, the Contributor's indemnity obligation shall be reduced in accordance with the effect of the actions or inactions which so prejudiced the Contributor's rights. ATTACHMENT 1 (TO EXHIBIT D) PORTFOLIO AGREEMENTS
Sample 1
Reservation of Contributor Rights. Notwithstanding anything else in this Contribution Agreement to the contrary, the Contributor reserves unto itself all rights and remedies (including rights to seek contribution) against any third party owner, occupier, indemnitor or contributor arising from or occurring out of events relating to any of the Management Assets prior to Closing for which the Operating Partnership has been indemnified by the Contributor hereunder.
Sample 1
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Related to Reservation of Contributor Rights

  • Violation of Co-Sale Right If any Key Holder purports to sell any Transfer Stock in contravention of the Right of Co-Sale (a “Prohibited Transfer”), each Participating Investor who desires to exercise its Right of Co-Sale under Section 2.2 may, in addition to such remedies as may be available by law, in equity or hereunder, require such Key Holder to purchase from such Participating Investor the type and number of shares of Capital Stock that such Participating Investor would have been entitled to sell to the Prospective Transferee had the Prohibited Transfer been effected in compliance with the terms of Section 2.2. The sale will be made on the same terms, including, without limitation, as provided in Section 2.2(d)(i) and the first sentence of Section 2.2(d)(ii), as applicable, and subject to the same conditions as would have applied had the Key Holder not made the Prohibited Transfer, except that the sale (including, without limitation, the delivery of the purchase price) must be made within ninety (90) days after the Participating Investor learns of the Prohibited Transfer, as opposed to the timeframe proscribed in Section 2.2. Such Key Holder shall also reimburse each Participating Investor for any and all reasonable and documented out-of-pocket fees and expenses, including reasonable legal fees and expenses, incurred pursuant to the exercise or the attempted exercise of the Participating Investor’s rights under Section 2.2.

  • Transfer or Assignment of Registration Rights The rights to cause the Company to register securities granted to a Holder by the Company under this Section 1 may be transferred or assigned by a Holder only to a transferee or assignee of not less than twenty-five thousand (25,000) shares of Registrable Securities (as presently constituted and subject to subsequent adjustments for stock splits, stock dividends, reverse stock splits, and the like), provided that the Company is given written notice at the time of or within a reasonable time after said transfer or assignment, stating the name and address of the transferee or assignee and identifying the securities with respect to which such registration rights are being transferred or assigned, and, provided further, that the transferee or assignee of such rights assumes in writing the obligations of such Holder under this Section 1.

  • Limitation on Transfer of Ownership Rights (a) No sale or other transfer of record or beneficial ownership of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) shall be made to a Disqualified Organization or an agent of a Disqualified Organization. The transfer, sale or other disposition of a Class R Certificate (whether pursuant to a purchase, a transfer resulting from a default under a secured lending agreement or otherwise) to a Disqualified Organization shall be deemed to be of no legal force or effect whatsoever and such transferee shall not be deemed to be an Owner for any purpose hereunder, including, but not limited to, the receipt of distributions on such Class R Certificate. Furthermore, in no event shall the Trustee accept surrender for transfer, registration of transfer, or register the transfer, of any Class R Certificate nor authenticate and make available any new Class R Certificate unless the Trustee has received an affidavit from the proposed transferee in the form attached hereto as Exhibit H. Each holder of a Class R Certificate by his acceptance thereof, shall be deemed for all purposes to have consented to the provisions of this Section 5.08(a).

  • Assignment of Registration Rights The rights under this Agreement shall be automatically assignable by the Investors to any transferee of all or any portion of such Investor’s Registrable Securities if: (i) the Investor agrees in writing with the transferee or assignee to assign such rights, and a copy of such agreement is furnished to the Company within a reasonable time after such assignment; (ii) the Company is, within a reasonable time after such transfer or assignment, furnished with written notice of (a) the name and address of such transferee or assignee, and (b) the securities with respect to which such registration rights are being transferred or assigned; (iii) immediately following such transfer or assignment the further disposition of such securities by the transferee or assignee is restricted under the 1933 Act or applicable state securities laws; (iv) at or before the time the Company receives the written notice contemplated by clause (ii) of this sentence the transferee or assignee agrees in writing with the Company to be bound by all of the provisions contained herein; and (v) such transfer shall have been made in accordance with the applicable requirements of the Securities Purchase Agreement.

  • Reservation of Right Not to Sell The Fund reserves the right to refuse at any time or times to sell any of its shares of beneficial interest (“shares”) hereunder for any reason deemed adequate by it.

  • Transfers Intended as Sale; Security Interest (a) Each of the parties hereto expressly intends and agrees that the transfers contemplated and effected under this Agreement are complete and absolute sales, transfers, assignments and conveyances rather than pledges or assignments of only a security interest and shall be given effect as such for all purposes. It is further the intention of the parties hereto that the Receivables and related Transferred Assets shall not be part of the Seller’s estate in the event of a bankruptcy or insolvency of the Seller. The sales and transfers by the Seller of Receivables and related Transferred Assets hereunder are and shall be without recourse to, or representation or warranty (express or implied) by, the Seller, except as otherwise specifically provided herein. The limited rights of recourse specified herein against the Seller are intended to provide a remedy for breach of representations and warranties relating to the condition of the property sold, rather than to the collectability of the Receivables.

  • Transfer of Know-How To facilitate Licensee’s accomplishment of the responsibilities set forth in Section 4.01 above, within thirty (30) days of the Effective Date of this Agreement GenuPro shall in good faith supply Licensee with copies of the GenuPro Know-How, Lilly Know-How and Lilly Manufacturing Know-How pertinent to the development of the GenuPro Compound in the Field that GenuPro is able to provide using commercially reasonable efforts and which is in the possession of GenuPro on the Effective Date, and shall transfer to Licensee the legal title to any IND on the GenuPro Compound presently on file in GenuPro’s name with the FDA and any comparable filings in other countries of the Territory. GenuPro shall also facilitate transfer of GenuPro Compound manufacturing-related information (including any associated quality and analytical information) to Licensee from those Third Parties from which GenuPro or PPD has received quotations for manufacturing GenuPro Compound that GenuPro is not under any obligation to keep confidential from a third party. GenuPro will provide Licensee with all relevant information available and known to GenuPro or PPD concerning the safety, handling, use, disposal and environmental effects of the GenuPro Compound or as may be useful to Licensee to conduct the Project, including but not limited to any communications with regulatory agencies. [*] Confidential treatment requested; certain information omitted and filed separately with the SEC.

  • Reservation of Rights Nothing contained in this Agreement shall prevent or in any way diminish or interfere with any rights or remedies, including, without limitation, the right to contribution, which Lender may have against Borrower, Indemnitor or any other party under the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (codified at Title 42 U.S.C. §9601 et seq.), as it may be amended from time to time, or any other applicable federal, state or local laws, all such rights being hereby expressly reserved.

  • Right of First Refusal and Co-Sale Agreement Each Purchaser and the other stockholders of the Company named as parties thereto shall have executed and delivered the Right of First Refusal and Co-Sale Agreement.

  • NO ASSIGNMENT OF REGISTRATION RIGHTS The rights under this Agreement shall not be assignable.

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