Science Park Agreement Sample Clauses

Science Park Agreement. Purchaser and Seller hereby acknowledge and agree that (a) Purchaser and certain affiliates of Seller have this day entered into the Science Park Purchase and Sale Agreement with respect to the Science Park Property, (b) it shall be a condition precedent to the Closing hereunder that Purchaser and Seller close the purchase and sale of the Science Park Property pursuant to the Science Park Purchase and Sale Agreement concurrently herewith, (c) it shall be a condition precedent to the closing of the purchase and sale of the Science Park Property under the Science Park Purchase and Sale Agreement that the Closing hereunder shall have occurred concurrently therewith, (d) in the event that either the Closing or the Closing Date hereunder or the closing or the closing date under the Science Park Purchase and Sale Agreement is adjourned or extended, the other automatically shall be so adjourned or extended, (e) in the event that this Agreement or the Science Park Purchase and Sale Agreement is terminated, the other automatically shall be terminated (and if both agreements are so terminated due to a termination by Purchaser pursuant to Section 5.2 of either such agreement, then the Non-Refundable Deposit shall promptly be paid to Seller pursuant to Section 5.2(c) of this Agreement), (f) a default by Purchaser under this Agreement or the Science Park Purchase and Sale Agreement shall be considered a default by Purchaser under both such agreements (subject to all applicable remedies under each such agreement) and (g) a default by Seller under this Agreement or such affiliates of Seller under the Science Park Agreement shall be considered a default by Seller and such affiliates of Seller (as applicable) under both such agreements (subject to all applicable remedies under each such agreement). Notwithstanding the foregoing, Seller, in Seller’s sole and absolute discretion, may elect to waive the conditions set forth in clause (b) above by providing written notice of such election to Purchaser, such that the Closing may occur hereunder without the closing of the purchase and sale of the Science Park Property pursuant to the Science Park Purchase and Sale Agreement, but in no event shall this Section 6.5 ever be construed to allow Seller to waive any closing condition in its favor such that Purchaser is required to close under the Science Park Purchase and Sale Agreement but is not permitted to close under this Agreement.
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Related to Science Park Agreement

  • Holdback Agreement (a) If (x) the Corporation shall file a Registration Statement (other than a registration statement (i) on Form S-8 or any successor form thereto, (ii) filed solely in connection with a dividend reinvestment plan or employee benefit plan covering officers or directors of the Corporation or its Affiliates or (iii) on Form S-4 or any successor form thereto, in connection with a merger, acquisition, exchange offer or similar corporate transaction) with respect to an underwritten offering of Shares or similar securities or securities convertible into, or exchangeable or exercisable for, such securities and (y) with reasonable prior notice, the managing underwriter or underwriters advise the Corporation in writing (in which case the Corporation shall notify the Holders with a copy of such underwriter’s notice) that a public sale or distribution of Registrable Shares would materially adversely affect such offering, then, each Holder shall, to the extent not inconsistent with applicable law and unless such managing underwriter or underwriters otherwise agree, refrain from, directly or indirectly, effecting any public sale, distribution or short sale of any Registrable Shares (except as part of such underwritten offering) during the period beginning ten days prior to the effective date of such Registration Statement and continuing until the earliest of (A) the abandonment of such offering, (B) such period of time as is sufficient and appropriate in the opinion of the managing underwriter or underwriters in order to complete the sale and distribution of securities included in such registration (but in no event in excess of 90 days following the effective date of any offering) and (C) the termination in whole or in part of any “hold back” period obtained by the underwriter or underwriters in such offering from the Corporation in connection therewith (each such period, a “Hold Back Period”); provided, that the Holders shall not be subject to the restrictions contained in this Section 4(a) unless each officer and director of the Corporation (regardless of the number of Shares then owned by such officer or director) and each beneficial owner (as defined in Rule 13d-3 under the Exchange Act) of at least 5% of the issued and outstanding shares of Common Stock also agree to be bound by such restrictions.

  • One Agreement This Agreement and any related security or other agreements required by this Agreement, collectively:

  • Property Management Agreement The Property Management Agreement is in full force and effect and, to Borrower's Knowledge, there are no defaults thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Fifth Amended and Restated Limited Liability Company Operating Agreement Dated as of November 30, 2012

  • Reciprocal Easement Agreements (a) Neither Borrower, nor any other party is currently in default (nor has any notice been given or received with respect to an alleged or current default) under any of the terms and conditions of the REA, and the REA remains unmodified and in full force and effect;

  • AMENDMENT AGREEMENT The Global Custody Agreement of January 3, 1994, (the “Custody Agreement”), as amended from time to time, by and between each of the Entities listed in Schedule A, as amended thereto, severally and not jointly (each such entity referred to hereinafter as the “Customer”) and JPMorgan Chase Bank, whose contracts have been assumed by JPMORGAN CHASE BANK (the “Bank”) is hereby further amended, as of April 29, 2010 (the “Amendment Agreement”). Terms defined in the Custody Agreement are used herein as therein defined.

  • Management Agreement The Management Agreement is in full force and effect and there is no default thereunder by any party thereto and no event has occurred that, with the passage of time and/or the giving of notice would constitute a default thereunder.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to the Arrangement Agreement.

  • INVESTMENT MANAGEMENT AGREEMENT Separate written agreements entered into (i) by the Manager and the Master Fund and (ii) by the Manager and the Company, pursuant to which the Manager provides investment management services to the Master Fund.

  • Letter Agreement The Company shall have entered into the Letter Agreement on terms satisfactory to the Company.

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