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: 1. Contributor is not a foreign corporation, foreign partnership, foreign trust or foreign estate (as those terms are defined in the Code and the Treasury Regulations promulgated thereunder); 2. Contributor's employer identification number (Contributor's social security number, if Contributor is an individual) is ______________; and 3. Contributor's [office][home] address is: ______________________________ ______________________________ The undersigned understands that this certification may be disclosed to the Internal Revenue Service by the Operating Partnership and that any false statement contained herein could be punishable by fine, imprisonment or both. Under penalties of perjury, I declare that I have examined this certification and, to the best of my knowledge and belief, it is true, correct and complete, and I further declare that I have authority to sign this document on behalf of Contributor. Dated: __________________ _________________________________ a _________ By:______________________________ (1) Capitalized terms which are used but not otherwise defined herein shall have the meanin...
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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 (1) That certain Contribution Agreement by and between Arden Century Associates, a California general partnership, and Arden Realty Group Limited Partnership, a Maryland limited partnership, dated as of June 17, 1996. (2) That certain Contribution Agreement by and between Arden LAOP Two, LLC, a Nevada limited liability company, and Arden Realty Group Limited Partnership, a Maryland limited partnership, dated as of June 17, 1996. (3) That certain Contribution Agreement by and between Xxxxx Xxxxxxxx Associates, a California general partnership, and Arden Realty Group Limited Partnership, a Maryland limited partnership, dated as of June 17, 1996. (4) That certain Contribution Agreement by and between Xxxxxxx Enterprises, Inc., a California corporation, and Arden Realty Group Limited Partnership, a Maryland limited partnership, dated as of June 17, 1996. (5) That certain Contribution Agreement by and between Xxxxxx X. Xxxxxxx and Arden Realty Group Limited Partnership, a Maryland limited partnership, dated as of June 17, 1996. [LETTERHEAD] June 20, 1996 BY FACSIMILE ------------
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
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.
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)
Sample 1
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Related to Reservation of Contributor Rights

  • Registration of Contractor All contractors and subcontractors must comply with the requirements of Labor Code Section 1771.1(a), pertaining to registration of contractors pursuant to Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section 1771.1. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. After award of the contract, Contractor and each Subcontractor shall furnish electronic payroll records directly to the Labor Commissioner in the manner specified in Labor Code Section 1771.4.

  • RESERVATION OF MANAGEMENT RIGHTS Management of Company and the direction of the working forces are vested solely and exclusively in the Company, and shall not be abridged except by specific restrictions as set forth in this Agreement. The Management Rights, as set out herein, shall not be deemed to exclude the other rights of Management at common law.

  • FORMATION OF CONTRACT This proposed purchase contract, which incorporates by reference these General Provisions and all other terms and conditions set forth in this proposed purchase contract (collectively, the “Contract”), is Buyer's offer to purchase the services and any related goods, materials, and/or other deliverables (collectively, the “Services”) described in this offer. Acceptance is strictly limited to the terms and conditions included in this offer. Unless specifically agreed to in writing by Xxxxx's Authorized Procurement Representative, Xxxxx objects to, and is not bound by, any term or condition that differs from or adds to this offer. Seller's commencement of performance or acceptance of this offer in any manner shall conclusively evidence acceptance of this offer as written. Seller’s provision of the Services shall be governed solely by this Contract. Xxxxx and Seller are referred to herein as a “Party” or collectively as the “Parties.”

  • 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.

  • 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.

  • Violation of Contract If Purchaser violates any provision of this contract, the Contract Administrator, by written notice, may suspend delivery of further loads of forest products. If the violation is capable of being remedied, the Purchaser has five (5) days after receipt of suspension notice to remedy the violation. If the violation cannot be remedied (such as violation of WAC 240-15-015) or Purchaser fails to remedy the violation within five (5) days after receipt of a suspension notice, the State may terminate the rights of the Purchaser under this contract and collect damages as described in the damages clause in this contract.

  • Assignment of Rights to Intellectual Property The Executive shall promptly and fully disclose all Intellectual Property to the Company. The Executive hereby assigns and agrees to assign to the Company (or as otherwise directed by the Company) the Executive’s full right, title and interest in and to all Intellectual Property. The Executive agrees to execute any and all applications for domestic and foreign patents, copyrights or other proprietary rights and to do such other acts (including without limitation the execution and delivery of instruments of further assurance or confirmation) requested by the Company to assign the Intellectual Property to the Company and to permit the Company to enforce any patents, copyrights or other proprietary rights to the Intellectual Property. The Executive will not charge the Company for time spent in complying with these obligations. All copyrightable works that the Executive creates shall be considered “work made for hire”.

  • 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.

  • No Transfer of License This license is personal to you and may not be sublicensed, assigned, or transferred by you to any other person without publisher's written permission.

  • RESERVATION OF RIGHTS AND OWNERSHIP PFU or its suppliers own the title, copyright, and other intellectual property rights in the Software. The Software is protected by copyright and other intellectual property laws and treaties. Except as expressly stated herein, this XXXX does not grant you any intellectual property rights in the Software. All rights not expressly granted are reserved by PFU and its suppliers.

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