Seller’s Reserved Rights Sample Clauses

Seller’s Reserved Rights. The Seller shall have, and hereby reserves, the right (a) at any time before or after the delivery of the Deed hereunder to raise or lower the price of any or all unsold units in the Condominium except the price for the Unit specified in this Agreement, and (b) at any time to make such changes or modifications in the Condominium Documents, including any rules and regulations promulgated pursuant to and any exhibits attached to any of the above, as the Seller shall deem necessary in order to meet requirements of applicable laws, governmental regulations, lending institutions or marketing considerations, provided, however, that no such change or modification shall change the Unit’s percentage interest in the Common Areas and Facilities, or materially alter the size, layout, location or features of the Unit specified in this Agreement. The Seller further reserves the right to maintain a sales office and/or model space at the Property, to erect and maintain signs and other advertising and selling devices, to enter unsold units in the Condominium in order to show them to potential Buyers and to undertake all usual and customary sales action, all as more particularly set forth in the Master Deed.
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Seller’s Reserved Rights. Seller and Purchaser acknowledge that Seller may have certain claims for reimbursement or indemnification with respect to the Retained Liabilities under the Ground Lease, Leases and Contracts to be assigned to Purchaser pursuant to this Agreement. Seller and Purchaser further acknowledge that Seller expressly retains its rights under the Ground Lease, Leases and Contracts any right to receive reimbursement or indemnification with respect to any Retained Liabilities against the other party to the Ground Lease, Leases and Contracts. Seller shall have the right to make any demand or bring any action for such reimbursement or indemnification in its own name and Purchaser agrees to reasonably cooperate, at no expense to Purchaser, in any such demand or action if requested by Seller. The rights and obligations of the parties under this Section 1.3 shall survive the Closing.
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Seller’s Reserved Rights. In addition to the right to modify the Project as set forth above, Seller has various additional reserved rights set forth in the Declaration, including, without limitation, the right to grant and receive easements through and to the Project; to design, develop, build and complete new improvements on the Project land, to not develop and/or construct all of the Recreational Amenities; to alter, subdivide and consolidate Units; to convert Limited Common Elements to Units; to recharacterize and redesignate Limited Common Elements (such as parking stalls and storage lockers); and to conduct sales activities at the Project among other rights. Through the exercise of these reserved rights, Seller may alter the configuration of and decrease or increase the number of rooms in and the size of a Unit, make other minor changes in the Unit or any of the other Units or the Common Elements of the Project. Seller may also increase or decrease the number and/or location of parking stalls and/or storage lockers which may be assigned to the Unit, provided that in no event shall the Unit be assigned fewer than one (1) parking stall. Buyer should carefully review Seller’s reserved rights summarized in the Developer’s Public Report and set forth in the Declaration. In addition GGP Ala Moana L.L.C, the initial Owner of the Commercial Unit in the Project (“Initial Commercial Owner”), has certain reserved rights set forth in the Declaration, including, without limitation, rights to approve any structural changes and changes to the exterior of the Project, to alter the Commercial Units, including the right to create additional Commercial Units and to convert Commercial Limited Common Elements into additional Commercial Units. Buyer should carefully review Initial Commercial Owner’s reserved rights summarized in the Developer’s Public Report and set forth in the Declaration.
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Seller’s Reserved Rights. In connection with the transfer of Assets, Seller shall reserve, and Buyer shall grant back to Seller, a perpetual, fully paid-up, worldwide and irrevocable (and, with respect to clause (iii) below, exclusive, even as to Buyer), right and license to use and make use of, with unlimited right to sublicense and authorize others to use and make use of, the Licensed IP Rights, the Copyrights, the Product Specific Manufacturing Information, copies of all Research and Development Materials, Worldwide Safety Reports, Clinical Data, Clinical Trial Study Reports and the intellectual property described in Section
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Seller’s Reserved Rights. Notwithstanding any provision of this Agreement, Seller reserves the right to terminate this Agreement by written notice to Buyer and Escrow Holder prior to the Inspection Deadline in order to comply with applicable law or for the failure of any condition precedent set forth in Sections 4.1, 4.2 and 4.3, and thereupon the Escrow Deposit shall be returned to Buyer by Escrow Holder, and to the extent previously released to Seller, by Seller, and the parties shall have no further obligations under this Agreement except for those provisions (including this provision) that expressly survive termination of this Agreement.
Sample 1
Seller’s Reserved Rights. Seller and Purchaser acknowledge that Seller may have certain claims for reimbursement or indemnification with respect to the Retained Liabilities under the Leases and Contracts to be assigned to Purchaser pursuant to this Agreement. Seller and Purchaser further acknowledge that Seller expressly retains its rights under the Leases and Contracts any right to receive reimbursement or indemnification with respect to any Retained Liabilities against the other party to the Leases and Contracts. Seller shall have the right to make any demand or bring any action for such reimbursement or indemnification in its own name and Purchaser agrees to reasonably cooperate, at no expense to Purchaser, in any such demand or action if requested by Seller. The rights and obligations of the parties under this Section 1.3 shall survive the Closing.
Sample 1
Seller’s Reserved Rights. Neither by virtue of their execution of this Agreement nor any Assignment shall Sellers be deemed to have assigned to Purchaser any rights under or in connection with any Lease or General Intangible that relates to the pre-Closing period, including any claim which either Seller may have against any tenant, guarantor of a tenant or any other third party for delinquent rent, indemnity, reimbursement or otherwise. Rather, Sellers hereby reserve the right to seek and obtain a judgment against a tenant, guarantor or other third party with respect to any such claim and to obtain any relief in connection therewith to which a court of competent jurisdiction determines a Seller to be entitled; provided, however, that notwithstanding the foregoing, (a) a Seller shall not assert its right to seek any relief against a current tenant in a Center for rents which are delinquent under its Lease at that Center unless (i) the tenant and the amount of the delinquency was reflected on the list described in Section 12.07(a) hereof and (ii) within a reasonable time after the Closing Date Purchaser has failed to exert a good faith effort to collect such rents or, having exerted such efforts, has failed to collect the same and (b) a Seller shall have no right or power to seek or obtain, and hereby waives and relinquishes unto Purchaser any right or power the Seller might otherwise have had to seek or obtain, any judgment, order or decree which disturbs the tenancy of the delinquent tenant under the Lease in question. The provisions of this Section 12.08 shall be incorporated into each Assignment.
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Related to Seller’s Reserved Rights

  • Reserved Rights (a) The state, for itself and others, reserves all rights not expressly granted to the lessee by this lease. These reserved rights include, but are not limited to:

  • Acquired Rights The Participant acknowledges and agrees that: (a) the Company may terminate or amend the Plan at any time; (b) the award of the Option made under this Agreement is completely independent of any other award or grant and is made at the sole discretion of the Company; (c) no past grants or awards (including, without limitation, the Option awarded hereunder) give the Participant any right to any grants or awards in the future whatsoever; and (d) any benefits granted under this Agreement are not part of the Participant’s ordinary salary, and shall not be considered as part of such salary in the event of severance, redundancy or resignation.

  • Reserved Shares The number of Shares, if any, to be reserved for sale by each Soliciting Dealer may be decided by the mutual agreement, from time to time, of the Dealer Manager and the Company. The Dealer Manager reserves the right to notify Soliciting Dealer by United States mail or by other means of the number of Shares reserved for sale by Soliciting Dealer, if any. Such Shares will be reserved for sale by Soliciting Dealer until the time specified in the Dealer Manager’s notification to Soliciting Dealer. Sales of any reserved Shares after the time specified in the notification to Soliciting Dealer or any requests for additional Shares will be subject to rejection in whole or in part.

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Assumed Contracts The term "Assumed Contracts" shall have the meaning set forth in Section 2.1(e).

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • Options, Warrants, Reserved Shares Except for (i) the warrant issued to Value Partners Greater China High Yield Income Fund in March 2019, (ii) any A Shares (and options and warrants therefor) reserved for issuance to the employees, directors, and consultants of the Group Companies pursuant to any equity incentive plan that may be adopted from time to time by the Company, (iii) as provided in the Restated Articles, and (iv) any A Shares to be issued to certain potential investors for this financing round on or around April 30, 2019, including the transactions contemplated herein, there are no options, warrants, conversion privileges, agreements, or rights of any kind with respect to the issuance or purchase of the Purchased Shares or any other securities of the Company. Apart from any exceptions noted in the Restated Articles, no outstanding shares (including the Purchased Shares), or shares issuable upon exercise or exchange of any outstanding options, warrants, or other shares issuable by the Company, are subject to any preemptive rights, rights of first refusal, or other rights of any kind to purchase such shares (whether in favor of the Company or any other person).

  • Seller’s Closing Obligations At Closing, Seller shall execute and deliver, or cause to be executed and delivered, to Buyer the following:

  • Purchased Assets Subject to the terms and conditions of this Agreement, at the Closing, each Seller shall sell, convey, assign, transfer and deliver to the Buyer, and the Buyer shall purchase, free and clear of all Encumbrances, all right, title and interest of such Seller in and to the following Assets (collectively, the “Purchased Assets”):

  • Transferred Assets (a) As of the Effective Time (as defined in Section 2.1) and upon the terms and conditions set forth herein, Seller will sell, assign, transfer, convey and deliver to Purchaser, and Purchaser will purchase from Seller, all of the transferable rights, title and interests of Seller in the following assets associated with the Banking Centers and identified in this Agreement and the Schedules and Exhibits hereto, and not otherwise excluded pursuant to the provisions of Subsection 1.1(b):

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