THREE PARTY AGREEMENT Sample Clauses

THREE PARTY AGREEMENT. Simultaneously with Tenant's execution of the Tenant Improvement Contract and the Warm Shell Contract, Tenant shall enter into, and shall cause each of the Warm Shell Contractor and the Tenant Improvement Contractor to enter into, an agreement with Landlord and Tenant, in form and substance reasonably satisfactory to Landlord (the "Three Party Agreement"). The Three Party Agreement shall provide that, if a Work Letter Draw Event occurs, Landlord shall have the option to either (I) terminate the existing Tenant Improvement Contract and/or Warm Shell Contract, as applicable, after paying the applicable general contractor for all completed work from the proceeds of the TI Letter of Credit, to the extent they are available to Landlord; or (II) assume Tenant's obligations under the existing Tenant Improvement Contract and/or Warm Shell Contract, as applicable; or (III) terminate the existing Tenant Improvement Contract and/or Warm Shell Contract, as applicable, as provided in (I) above and enter into a new contract with the applicable general contractor for completion of the Tenant Improvements, Warm Shell Improvements, and/or any other alterations or improvements to the Premises. In addition, the Three Party Agreement shall provide for notice to Landlord of any amendment, termination, default or failure to perform under the applicable contract, and grant Landlord the right to cure any default or failure to perform by Tenant, at Landlord's sole option.
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THREE PARTY AGREEMENT. At or prior to Tenant's delivery to Landlord of the letter(s) of credit, Tenant shall enter into, and shall cause Tenant's general contractor for the Tenant Improvements to enter into, an agreement with Landlord, in form and substance reasonably satisfactory to Landlord (the "Three Party Agreement"). The Three Party Agreement shall provide that, if a Draw Event occurs, Landlord shall have the option to either (I) terminate the existing contract for construction of Tenant Improvements, after paying the general contractor for all completed work from the proceeds of the letter(s) of credit, to the extent they are available to Landlord; or (II) assume Tenant's obligations, to the extent they accrue after the Draw Event, under the existing contract for construction of Tenant Improvements; or (III) terminate the existing contract as provided in (I) above and enter into a new contract with the general contractor for completion of the Tenant Improvements or any other alterations or improvements to the Premises.
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THREE PARTY AGREEMENT. At or prior to Tenant's delivery to Landlord of the letter(s) of credit, Tenant shall enter into, and shall cause Tenant's general contractor for the Tenant Improvements to enter into, an agreement with Landlord, in form and substance reasonably satisfactory to Landlord (the "Three Party Agreement"). The Three Party Agreement shall provide that, if a Draw Event occurs, Landlord shall have the option to either (I) terminate the existing
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THREE PARTY AGREEMENT. All Board members and the authorized representatives of the Owner and Contractor shall execute the Three-Party Agree- ment within 14 days after the selection of the third member of the Board.
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THREE PARTY AGREEMENT. The Agreement is a three-party agreement between Boise City, ACHD and the Developer. The Developer requested the deferral of the payment of ACHD Impact Fees, and the City is willing to enter into an agreement to facilitate the deferral of fees by the Developer. o The Developer agrees it will not allow the City inspection or accept any certificate of occupancy from the City for the Project until the Impact Fee has been paid. o Developer agrees to waive any claim or legal right relating to the vesting of a property right by virtue of the Certificate of Occupancy. o City agrees that it will not conduct the final inspection required for the issuance of any certificate of occupancy to Developer for the Project unless the Developer submits proof that the ACHD Impact Fee has been paid and ACHD confirms in writing that it has been paid. o In the event of default, the City agrees to withhold any other governmental approvals and utility services for the Project until the ACHD Impact Fee has been paid.
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THREE PARTY AGREEMENT. The Premises are currently occupied by Berlex Laboratories, Inc., a Delaware corporation ("Berlex") pursuant to that certain Lease agreement by and between Landlord, as landlord, and Berlex, as tenant, dated December 20, 1985 (as amended on March 5, 1987 and again on April 1, 1991) (together with all amendments, the "Berlex Lease"). The term of the Berlex Lease expires on December 31, 1996. Tenant intended to sublease the Premises from Berlex through expiration of the term of the Berlex Lease and Landlord intended to consent to said sublease. However, Berlex decided for its own reasons not to sublease the Premises to Tenant, but instead requested that Tenant execute this Lease directly with Landlord; and, that the continuing and respective obligations between Berlex, Landlord and Tenant be set forth in that certain Three Party Agreement of even date herewith (the "Three Party Agreement"), a copy of which is attached hereto as Exhibit "C" and incorporated herein by reference. Landlord and Tenant agreed, but as a condition thereto Landlord required Berlex (in the Three Party Agreement) to agree that, in the event of default by Tenant under this Lease which remain uncured following notice to Tenant and Berlex, Landlord shall have the independent right to pursue legal remedies against Berlex, whether or not it pursued Tenant. As a result, the Three Party Agreement reflects that the Berlex Lease will be terminated as of the Lease Execution Date and that Berlex guarantees to Landlord the full, timely and complete performance of all financial and performance obligations of Tenant under this Lease, on the terms and conditions Bet forth in the Three Party Agreement. (a) Notwithstanding anything in the Three Party Agreement to the contrary, if Tenant hereunder for any reason commits an Event of Default which remains uncured following expiration of the applicable cure period, then Landlord shall have the right to notify Berlex of said Event of Default and demand that Berlex cure said Event of Default within three (3) calendar days following receipt of Landlord's written demand therefor. If Berlex for any reason fails to timely cure the Event of Default described in Landlord's notice, then Berlex shall be deemed to have committed an event of default under the Three Party Agreement and Landlord shall, as against Berlex, have all the rights and remedies granted Landlord against Berlex under the Three Party Agreement. The rights of Landlord as against Berlex are independ...
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Related to THREE PARTY AGREEMENT

  • Third Party Agreements To use our Services you may need to enter into agreements with other service providers which we call “Third Party Service Providers”. For example, if you use our Services via our mobile app, you may need to enter into an agreement with your mobile device manufacturer and network operator. You agree to comply with the terms of the agreements you enter into with Third Party Service Providers and which are related to your use of our Services.

  • Related Party Agreements 34 7.5 Cooperation................................................... 34 7.6 Conduct of Business Pending Closing........................... 35 7.7

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • License Agreement The Trust shall have the non-exclusive right to use the name "Invesco" to designate any current or future series of shares only so long as Invesco Advisers, Inc. serves as investment manager or adviser to the Trust with respect to such series of shares.

  • License Agreements (a) Each Borrower and Guarantor shall (i) promptly and faithfully observe and perform all of the material terms, covenants, conditions and provisions of the material License Agreements to which it is a party to be observed and performed by it, at the times set forth therein, if any, (ii) not do, permit, suffer or refrain from doing anything that could reasonably be expected to result in a default under or breach of any of the terms of any material License Agreement, (iii) not cancel, surrender, modify, amend, waive or release any material License Agreement in any material respect or any term, provision or right of the licensee thereunder in any material respect, or consent to or permit to occur any of the foregoing; except, that, subject to Section 9.19(b) below, such Borrower or Guarantor may cancel, surrender or release any material License Agreement in the ordinary course of the business of such Borrower or Guarantor; provided, that, such Borrower or Guarantor (as the case may be) shall give Agent not less than thirty (30) days prior written notice of its intention to so cancel, surrender and release any such material License Agreement, (iv) give Agent prompt written notice of any material License Agreement entered into by such Borrower or Guarantor after the date hereof, together with a true, correct and complete copy thereof and such other information with respect thereto as Agent may request, (v) give Agent prompt written notice of any material breach of any obligation, or any default, by any party under any material License Agreement, and deliver to Agent (promptly upon the receipt thereof by such Borrower or Guarantor in the case of a notice to such Borrower or Guarantor and concurrently with the sending thereof in the case of a notice from such Borrower or Guarantor) a copy of each notice of default and every other notice and other communication received or delivered by such Borrower or Guarantor in connection with any material License Agreement which relates to the right of such Borrower or Guarantor to continue to use the property subject to such License Agreement, and (vi) furnish to Agent, promptly upon the request of Agent, such information and evidence as Agent may reasonably require from time to time concerning the observance, performance and compliance by such Borrower or Guarantor or the other party or parties thereto with the material terms, covenants or provisions of any material License Agreement. (b) Each Borrower and Guarantor will either exercise any option to renew or extend the term of each material License Agreement to which it is a party in such manner as will cause the term of such material License Agreement to be effectively renewed or extended for the period provided by such option and give prompt written notice thereof to Agent or give Agent prior written notice that such Borrower or Guarantor does not intend to renew or extend the term of any such material License Agreement or that the term thereof shall otherwise be expiring, not less than sixty (60) days prior to the date of any such non-renewal or expiration. In the event of the failure of such Borrower or Guarantor to extend or renew any material License Agreement to which it is a party, Agent shall have, and is hereby granted, the irrevocable right and authority, at its option, to renew or extend the term of such material License Agreement, whether in its own name and behalf, or in the name and behalf of a designee or nominee of Agent or in the name and behalf of such Borrower or Guarantor, as Agent shall determine at any time that an Event of Default shall exist or have occurred and be continuing. Agent may, but shall not be required to, perform any or all of such obligations of such Borrower or Guarantor under any of the License Agreements, including, but not limited to, the payment of any or all sums due from such Borrower or Guarantor thereunder. Any sums so paid by Agent shall constitute part of the Obligations. (c) No Borrower or Guarantor shall assign, sell, mortgage, lease, transfer, pledge, hypothecate, grant a security interest in or lien upon, encumber, grant an exclusive or non-exclusive license relating to any Intellectual Property, or otherwise dispose of any Intellectual Property, in each case without the prior written consent of Agent, except that any Borrower or Guarantor may, after written notice to Agent, grant a non-exclusive license relating to any Intellectual Property to another Borrower or Guarantor in the ordinary course of business.

  • Collaboration Agreement The Collaboration Agreement shall not have been terminated in accordance with its terms and shall be in full force and effect.

  • Cooperative Agreement The provisions and pricing of this Contract will be extended to other California local or state governmental entities. Governmental entities wishing to use this Contract will be responsible for issuing their own purchase documents/price agreements, providing for their own acceptance, and making any subsequent payments. Contractor shall be required to include in any Contract entered into with another agency or entity that is entered into as an extension of this Contract a Contract clause that will hold harmless the County of Orange from all claims, demands, actions or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with the use of this contract. Failure to do so will be considered a material breach of this Contract and grounds for immediate Contract termination. The cooperative entities are responsible for obtaining all certificates of insurance and bonds required. The Contractor is responsible for providing each cooperative entity a copy of the Contract upon request by the cooperative entity. The County of Orange makes no guarantee of usage by other users of this Contract. The Contractor shall be required to maintain a list of the cooperative entities using this Contract. The list shall report dollar volumes spent annually and shall be provided on an annual basis to the County, at the County’s request.

  • Sublicense Agreements Sublicenses under this Section 2.3 shall be granted only pursuant to written agreements, which shall be subject to and consistent with the terms and conditions of this Agreement. Such Sublicense agreements shall contain, among other things, provisions to the following effect: 2.3.2.1 all provisions necessary to ensure Licensee’s ability to comply with Licensee’s obligation under or not violate the provisions of Sections 4.4, 4.5, 4.6, 5.1, 5.3, 5.4, 8.1 and 11.1; 2.3.2.2 a section substantially the same as Article 9 (Indemnification), which also shall state that the Indemnitees (as defined in Section 9.1) are intended third party beneficiaries of such Sublicense agreement for the purpose of enforcing such indemnification; 2.3.2.3 in the event of termination of the license set forth in Section 2.1.1 above (in whole or in part (e.g., termination of the license as to a Licensed Product or in a particular country)), any existing Sublicense shall terminate to the extent of such terminated license; provided, however, that, for each Sublicensee, upon termination of the license, if the Sublicensee is not then in breach of the Sublicense agreement such that Licensee would have the right to terminate such Sublicense agreement, such Sublicensee shall have the right to obtain a license from Harvard on the same terms and conditions as set forth herein, which shall not impose any representations, warranties, obligations or liabilities on Harvard that are not included in this Agreement, provided that (a) the scope of the license granted directly by Harvard to such Sublicensee shall be coextensive with the scope of the license granted by Licensee to such Sublicensee, (b) if the Sublicense granted to such Sublicensee was non-exclusive, such Sublicensee shall not have the right to participate in the prosecution or enforcement of the Patent Rights under the license granted to it directly by Harvard and (c) if there are more than one Sublicensee, each Sublicensee that is granted a direct license shall be responsible for a pro rata share of the reimbursement due under Section 6.2.3 of this Agreement (based on the number of direct licenses under the Patent Rights in effect on the date of reimbursement); 2.3.2.4 the Sublicensee shall only be entitled to sublicense its rights under such Sublicense agreement on the terms set forth in this Section 2.3; and 2.3.2.5 the Sublicensee shall not be entitled to assign the Sublicense agreement without the prior written consent of Harvard, except that Sublicensee may assign the Sublicense agreement to a successor in connection with the merger, consolidation or sale of all or substantially all of its assets or that portion of its business to which the Sublicense agreement relates; provided, however, that any permitted assignee agrees in writing in a manner reasonably satisfactory to Harvard to be bound by the terms of such Sublicense agreement.

  • 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.

  • Transition Services Agreement Seller shall have executed and delivered the Transition Services Agreement.

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