Purchase and Sale Agreement The Participating Investors and the selling Key Holder agree that the terms and conditions of any Proposed Key Holder Transfer in accordance with this Section 2.2 will be memorialized in, and governed by, a written purchase and sale agreement with the Prospective Transferee (the “Purchase and Sale Agreement”) with customary terms and provisions for such a transaction, and the Participating Investors and the selling Key Holder further covenant and agree to enter into such Purchase and Sale Agreement as a condition precedent to any sale or other transfer in accordance with this Section 2.2.
Purchase and Sale Agreements All purchase and sale agreements now or hereafter entered into of the Real Estate, or any portion thereof, or any condominium units into which the Real Estate may be converted including, without limitation, cash, letters of credit or securities deposited thereunder to secure performance by the purchasers of their obligations thereunder (hereinafter, the “Purchase and Sale Agreements”); and
Rights and Obligations Subsequent to Closing 41 8.1 Survival of Warranties............................................41
Rights and Obligations of Members A. No Member shall be obligated to make capital contributions to the Company except as provided in Section 9A.
Rights and Obligations of Limited Partners 8.1 No Participation in Management. No Limited Partner (other than a General Partner if it has acquired an interest of a Limited Partner) shall take part in the management of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership.
Rights and Obligations of Both Parties 5.1 Party A’s rights and Obligations
THIS SUPPLEMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER SHALL BE GOVERNED BY, AND CONSTRUED AND INTERPRETED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK.
Rights and Obligations of Party B 1. Party B’s Rights
Additional Rights and Obligations If the Company issues securities in its next equity financing (other than a transaction with a strategic partner that involves a financing) within 180 days after the date hereof (the “Next Financing”) that (a) have rights, preferences or privileges that are more favorable than the terms of the Securities, such as price-based anti-dilution protection, or (b) provide all such future investors other contractual terms such as registration rights, the Company shall provide substantially equivalent rights to the Subscriber with respect to the Securities (with appropriate adjustment for economic terms or other contractual rights), subject to such Subscriber’s execution of any documents, including, if applicable, investor rights, co-sale, voting, and other agreements, executed by the investors purchasing securities in the Next Financing (such documents, the “Next Financing Documents”). Notwithstanding anything herein to the contrary, upon the execution and delivery of the Next Financing Documents by Subscriber holding a majority of the then-outstanding Securities, this Subscription Agreement (excluding any then-existing and outstanding obligations) shall be amended and restated by and into such Next Financing Documents and shall be terminated and of no further force or effect.
Rights and Obligations of the Parties 2.1 During the term of this Agreement, Party A’s rights and obligations include:
