Services Agreement and Ground Leases Sample Clauses

Services Agreement and Ground Leases. Seller intends (either in the near future or at some later date) to sell Seller's interest in the Facility and assets related to Seller's propylene business to the Facility Purchaser, which may or may not be Buyer or an Affiliate of Buyer. Seller has advised Buyer and Buyer accordingly agrees that the Storage Assets have been, and are, as of the date of this Agreement, operated by the same operator in conjunction with that operator's operation of the Facility and related propylene business, and that certain assets, contracts, and services relate to both the Storage Assets and the Facility and the related propylene business. Attached hereto and incorporated herein by this reference as Exhibit 2.05 is a form of a services agreement (the "Services Agreement") that sets forth proposed services to be provided by and between Buyer and the owner of the Facility and related propylene business. If the closing of a sale of the Facility and assets related to Seller's propylene business (which for purposes of this Agreement shall include a sale of the equity interests in the entities owning such assets) to the Facility Purchaser occurs prior to the Closing hereunder, the Services Agreement shall be by and between Buyer and the Facility Purchaser. If the Closing hereunder occurs prior to the closing of a sale to the Facility Purchaser, the Services Agreement shall be by and between Buyer and D-K I and will, upon the closing of a sale to the Facility Purchaser, be assigned to the Facility Purchaser. From and after such assignment, D-K I shall be relieved of any and all obligations and liabilities accruing on or after the effective date of such assignment, and Buyer hereby releases D-K I therefrom. Attached hereto and incorporated herein by this reference as Exhibits 2.05A and 2.05B, respectively, are a form of a P/P Splitter Facility Ground Lease and a form of an Other Splitter Assets Ground Lease (collectively, the "Ground Leases") that provide for the terms upon which the owner of the Facility and the related propylene business will lease land for the Facility and other assets used in the related propylene business. If the closing of a sale to the Facility Purchaser occurs prior to the Closing hereunder, the Ground Leases shall be by and between Buyer and the Facility Purchaser. If the Closing hereunder occurs prior to the closing of a sale to the Facility Purchaser, or if a sale of the Facility does not occur, the Ground Leases shall be by and between Buyer and D-K I...
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Related to Services Agreement and Ground Leases

  • MANAGEMENT AGREEMENT AND FRANCHISE AGREEMENT (a) At or prior to the Closing, Seller shall terminate the Existing Management Agreement and the Existing Franchise Agreement, and Seller shall be solely responsible for all claims and liabilities arising thereunder on, prior to or following the Closing Date, except termination or similar fees, which shall be paid by Buyer. Seller shall be responsible for paying all costs related to the termination of the Existing Management Agreement and Buyer shall be responsible for paying all reasonable and actual costs of the Franchisor related to the assignment or termination, as applicable, of the Existing Franchise Agreement. (b) At Closing, Buyer shall enter into the New Management Agreement in the form attached as Exhibit E and the New Franchise Agreement, effective as of the Closing Date, containing terms and conditions acceptable to Buyer (including, without limitation, such terms and conditions as may be required to accommodate Buyer’s and/or Buyer’s Affiliates’ REIT structure). (c) Seller shall use best efforts to promptly provide all information required by the Franchisor in connection with the New Franchise Agreement. Prior to the expiration of the Review Period, Buyer and Franchisor shall agree on the form and substance of the New Franchise Agreement. Except as otherwise provided in this Contract, the New Franchise Agreement shall contain such terms and conditions as are acceptable to Buyer in its sole and absolute discretion.

  • 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.

  • Existing Management and Franchise Agreements Seller has furnished to Buyer true and complete copies of the Existing Management Agreement and the Existing Franchise Agreement, which constitutes the entire agreement of the parties thereto with respect to the subject matter thereof and which have not been amended or supplemented in any respect. There are no other management agreements, franchise agreements, license agreements or similar agreements for the operation or management of the Hotel or relating to the Brand, to which Seller is a party or which are binding upon the Property, except for the Existing Management Agreement and the Existing Franchise Agreement. The Improvements comply with, and the Hotel is being operated in accordance with, all requirements of such Existing Management Agreement and the Existing Franchise Agreement and all other requirements of the Existing Manager and the Franchisor, including all “brand standard” requirements of the Existing Manager and the Franchisor. The Existing Management Agreement and the Existing Franchise Agreement are in full force and effect, and shall remain in full force and effect until the termination of the Existing Management Agreement and the Existing Franchise Agreement at Closing, as provided in Article V hereof. No default has occurred and is continuing under the Existing Management Agreement or the Existing Franchise Agreement, and no circumstances exist which, with the giving of notice, the lapse of time or both, would constitute such a default.

  • Parties to Lock-Up Agreements The Company has furnished to the Underwriters a letter agreement in the form attached hereto as Exhibit A (the “Lock-up Agreement”) from each of the persons listed on Exhibit B. Such Exhibit B lists under an appropriate caption the directors and executive officers of the Company. If any additional persons shall become directors or executive officers of the Company prior to the end of the Company Lock-up Period (as defined below), the Company shall cause each such person, prior to or contemporaneously with their appointment or election as a director or executive officer of the Company, to execute and deliver to the Representatives a Lock-up Agreement.

  • Master Services Agreement This Agreement is a master agreement governing the relationship between the Parties solely with regard to State Street’s provision of Services to each BTC Recipient under the applicable Service Modules.

  • Services Agreement “Services Agreement” shall mean any present or future agreements, either written or oral, between Covered Entity and Business Associate under which Business Associate provides services to Covered Entity which involve the use or disclosure of Protected Health Information. The Services Agreement is amended by and incorporates the terms of this BA Agreement.

  • Existing Agreements The Executive represents to the Company that he is not subject or a party to any employment or consulting agreement, non-competition covenant or other agreement, covenant or understanding which might prohibit him from executing this Agreement or limit his ability to fulfill his responsibilities hereunder.

  • Project Agreements Provided that where the company commences work on a project where a site agreement exists to which the company is contractually obligated or where a site agreement exists between the union and the client or their agent that provides for higher rates of pay and conditions, the conditions contained in any such site agreement will take precedence over this Agreement for the duration of the project.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Client Agreements Supplier will have a direct contract with, or provide its standard Product or Service terms directly to, Client, which will be enforceable solely between Client and Supplier, for all terms related to Client’s receipt and use of Products and Services (each a “Client Agreement”), other than the payment, risk of loss, and delivery terms that are contracted directly with Accenture.

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