To Lessee. (x) If any Indemnitee actually shall realize a Tax benefit (whether by way of deduction, credit, allocation or apportionment or otherwise) with respect to an Imposition not indemnifiable hereunder which would not have been realized but for any Imposition with respect to which Lessee has reimbursed or indemnified such Indemnitee pursuant to the Operative Documents, which benefit was not previously taken into account in determining the amount of Lessee’s payment to such Indemnitee, such Indemnitee shall pay to Lessee an amount equal to the amount of such Tax benefit on a Grossed-Up Basis; provided, however, that no payment shall be made as long as Lease Event of Default is continuing; provided further, however, that no Indemnitee shall be required to pay to Lessee any Tax benefit to the extent such payment would be greater than the amount of the Impositions in respect of which the reimbursement or indemnification was paid by Lessee, reduced by all prior payments by such Indemnitee under this Section 11.2(c)(ii)(x) in respect of such amount; any payment to Lessee which is so limited shall, to the extent of such unpaid excess, be carried over and shall be available to offset any future obligations of Lessee under this Section 11.2. If such repaid Tax benefit is thereafter lost, the additional Tax payable in respect of such lost Tax benefit shall be treated as an Imposition indemnifiable hereunder without regard to the exclusions set forth in clauses (i), (ii), (iv), (v), (vi), (vii), (viii), (ix), (x) of the definition of Impositions.
To Lessee. Any such notice or demand to be served upon Lessee shall be in writing and in duplicate, and shall be served either personally to the attention of the Legal Department at 000 X. Xxxxx Xxxxxxxxx, Xxxxx Xxxxx, Xxxxxxxx, Xxxxxxxxxx 00000-0000, or by deposit in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to Lessee attention of Legal Department, at X.X. Xxx 00000, Xxxxxxxx, Xxxxxxxxxx 00000-0000, or any other address that Lessee may designate in writing.
To Lessee. The Lease and the Lease Supplement shall secure not only existing indebtedness and other obligations, but also such Future Advances, with interest thereon, whether such advances are obligatory or to be made at the option of the Financing Parties, or otherwise, as are made within twenty (20) years from the Initial Closing Date, to the same extent as if such Future Advances were made on the Initial Closing Date. The total amount of indebtedness and other obligations secured hereby may decrease or increase from time to time, but the total unpaid balance so secured at any one time shall not exceed $65,000,000 plus interest thereon, and any disbursements made for the payment of taxes, levies or insurance on the Properties, with interest on such disbursements.
To Lessee. At the time Lessee has made all payments due under the Payment Schedule, the Escrow Agent shall deliver the Escrow Items to Lessee within five (5) business days.
To Lessee. (x) If any Indemnitee actually shall realize a Tax benefit (whether by way of deduction, credit, allocation or apportionment or otherwise) with respect to an Imposition not indemnifiable hereunder which would not have been realized but for any Imposition with respect to which Lessee has reimbursed or indemnified such Indemnitee pursuant to the Operative Documents, which benefit was not previously taken into account in determining the amount of Lessee's payment to such Indemnitee, such Indemnitee shall pay to Lessee an amount equal to the amount of such Tax benefit on a Grossed-Up Basis; provided, however, that no payment shall be made as long as Lease Event of Default is continuing; provided further, however, that no Indemnitee shall be required to pay to Lessee any Tax benefit to the extent such LSI Logic Corporation Lease B
To Lessee. The Claims Notice shall describe the Asserted Liability in reasonable detail and shall indicate the amount (estimated, if necessary and to the extent feasible) of the Loss that has been or may be suffered by an Indemnified Party. Lessee may elect within thirty (30) days of receipt of the Claims Notice to compromise or defend, at its own expense and by its own counsel, any Asserted Liability if Lessee acknowledges to such Indemnified Party Lessee's obligation to fully indemnify such party with respect to such Asserted Liabi lity, PROVIDED, HOWEVER, that a condition to any settlement by Lessee shall be a complete and unconditional release of the Indemnified Party with respect to such claim. If Lessee elects to compromise or defend such Asserted Liability as provided in this Para graph 23.04., the Indemnified Party shall cooperate, at the expense of Lessee, in the compromise or defense of such Asserted Liability. The Indemnified Party may select its own legal counsel to participate in such compromise or defense, at Lessee's expense, to the extent such Indemnified Party, or its counsel, reasonably believes that a conflict of interest exists between Lessee and such Indemnified Party. Lessee will be reimbursed reasonable attorneys' fees incurred by Lessee in a court-sought resolution if the Company or any other Indemnified Party is found to be Grossly Negligent or guilty of Wilful Misconduct. If Lessee elects not to compromise or defend the Asserted Liability, fails to notify the Indemnified Party of its election as herein provided or contests its obligation to indem nify under this Agreement, the Indemnified Party may pay, compromise or defend such Asserted Liability; PROVIDED, HOWEVER, that such payment, compromise or defense shall in no way relieve Lessee of its indemnification responsibilities pursuant to this Lease.
To Lessee. Lxxxxx agrees to hold the Lxxxxx’s security deposit in escrow until transfer of said licenses to Lessee.
To Lessee. Any notice or demand to be served upon Lessee shall be in writing, and shall be served either personally to the attention of James S. Vaccaro, Chairman and CEO, or by deposit in the United Statxx xxxx, xxxxxxxred or certified, return receipt requested, postage prepaid, or sent by recognized national overnight courier (such as FedEx, Airborne or UPS) providing receipts for delivery, addressed to Lessee, or any other address that Lessee may designate in writing. Additionally, a copy of any such notice or demand to be served upon Lessee prior to the commencement of the term of this Lease shall also be mailed concurrently therewith to Lessee's counsel as follows: James T. Sabaitis, Esq., 301 Morris Avenue, Spring Lake, New Jersey 00000.
To Lessee. Centennial HealthCare Investment Corporation ..... 000
To Lessee. Ashford Prime TRS Corporation (or its specified designee set forth in an Addendum) 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Chief Financial Officer Fax: (000) 000-0000 With a copy to: Ashford Hospitality Prime Limited Partnership 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: General Counsel Fax: (000) 000-0000 To Manager: Remington Lodging & Hospitality, LLC 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Xxxxx Xxxxxxx Fax: (000) 000-0000 With a copy to: Remington Lodging & Hospitality, LLC 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: Legal Department Fax: (000) 000-0000 To the Landlords: c/o Ashford Hospitality Prime Limited Partnership 00000 Xxxxxx Xxxxxxx, Xxxxx 0000 Xxxxxx, Xxxxx 00000 Attn: General Counsel Fax: (000) 000-0000 All notices given pursuant to this Article XXII shall be deemed to have been given (i) if delivered by hand on the date of delivery or on the date that delivery was refused by the addressee, or (ii) if delivered by certified mail or by overnight courier, on the date of delivery as established by the return receipt or courier service confirmation (or the date on which the return receipt or courier service confirms that acceptance of delivery was refused by the addressee).
