Xxxxxx Equity Asset Sample Clauses

Xxxxxx Equity Asset. In lieu of exercising a Buy-Sell with respect to the Joint Venture that owns the Underlying Property listed as “Xxxxxx – Seville” on Schedule I(the “Xxxxxx Property”), Seller shall exercise the “Right of First Offer” under Article 14 of the related Joint Venture agreement. If the Operating Partner fails to approve of, or rejects, the sale of the Xxxxxx Property to Purchaser, Seller may cause the Operating Partner to acquire Seller’s interests in the Joint Venture and the proceeds of such sale shall be apportioned between Seller and Purchaser in accordance with Section 7.2(c)(iii) of the Purchase Agreement with the sale price being used in lieu of the Buy/Sell Sale Price, provided that any actual third party costs incurred by any Seller Party, excluding legal fees, in connection with such sale may be deducted by the Seller Parties from the amounts payable to the Purchaser Parties under Section 7.2(c)(iii) of the Purchase Agreement. Additionally, notwithstanding anything to the contrary contained in any purchase agreement between the Joint Venture and Purchase relating to the Xxxxxx Property (the “Xxxxxx Purchase Agreement”) and any related notice to the Operating Partner relating thereto, costs and expenses of the sale shall be allocated between Purchaser and the Joint Venture consistent with how they would be allocated between Purchaser and Seller in accordance with the Purchase Agreement. For the avoidance of doubt, the Joint Venture shall be responsible for all prepayment fees/defeasance costs up to an amount equal to the loan assumption fees that would have been charged by the existing lender had Purchaser assumed the Existing Loan relating to the Xxxxxx Property (the “Assumed Loan Fees”), with Purchaser being responsible for payment/defeasance costs in excess of the Assumed Loan Fees, but expressly excluding the Seller’s and Joint Venture’s legal costs and expenses.
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Related to Xxxxxx Equity Asset

  • Xxxxxxxx Tobacco Co the jury returned a verdict in favor of the plaintiff, found RJR Tobacco to be 45% at fault, the decedent, Xxxxxxxx Xxxxx, to be 40% at fault, and the remaining defendant to be 15% at fault, and awarded $6 million in compensatory damages and $17 million in punitive damages against each defendant.

  • Xxxxxx, Esq Xxxxxxxxx Xxxxx Xxxxxxx & Xxxxx, a professional corporation 000 Xxxxxxx Xxxxxx Xxxxx, Xxxxx 0000 Xxxxxxx Xxxxx, Xxxxxxxxxx 00000 Telecopier: (000) 000-0000 if to Investor to: Xxxxx Interactive SA c/x Xxxxx Software Corporation 00000 Xxxxxxx Xxxxxx Xxxxxxxxxx, Xxxxxxxxxx 00000 Attention: Xx. Xxxxx Xxxx, Chairman and Chief Executive Officer Telecopier: (000) 000-0000 with copies to: Xxxxx Interactive SA Parc de l'esplanade 00, Xxx Xxxxxx Xxxxx Saint Xxxxxxxx des Xxxxxx 00000 Xxxxx xxx Xxxxx Xxxxx Xxxxxx Telecopier: 011-33-1-60-31-59-60 and

  • Xxxxx, Esq Sher & Xxxxxxxxx LLP; 0000 X Xxxxxx, XX.; Xxxxx 000; Xxxxxxxxxx, XX 00000.

  • Xxxxxxx, Esq If to the Executive, to him at the offices of the Company with a copy to him at his home address, set forth in the records of the Company. Any person named above may designate another address or fax number by giving notice in accordance with this Section to the other persons named above.

  • Minimum Working Capital The Borrower shall maintain at all times Working Capital (which shall mean Current Assets less Current Liabilities) of at least $500,000.

  • Mergers, Acquisition, Sales, etc The Servicer will not consolidate with or merge into any other Person or convey or transfer its properties and assets substantially as an entirety to any Person, unless the Servicer is the surviving entity and unless:

  • Mergers, Acquisitions, Sales, etc The Borrower will not be a party to any merger or consolidation, or purchase or otherwise acquire all or substantially all of the assets or any stock of any class of, or any partnership or joint venture interest in, any other Person, or, sell, transfer, convey or lease all or any substantial part of its assets, or sell or assign with or without recourse any Loan, Contracts, Related Security or other Collateral or any interest therein (other than pursuant to and in accordance with the Transaction Documents).

  • Xxxxxxxx, Esq If to Borrower, Property Manager, any Guarantor or any Affiliate of Borrower, Property Manager or any Guarantor: c/o Affordable Residential Communities 000 Xxxxx Xxxxxx, Xxxxx 000 Xxxxxx, XX 00000 Attention: Xxxxx XxXxxxxx, Vice President and Xxxxx Xxxxxx, Vice President and General Counsel and Xxxxx Xxxxxxx, Chief Financial Officer With a copy to: GMAC Commercial Mortgage Corporation 000 Xxxxxx Xxxx Horsham, Pennsylvania 19044-0809 Attention: Loan Servicing And an additional copy to: Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP 0 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxx X. Xxxxx III, Esq. And an additional copy to: Proskauer Rose LLP 0000 Xxxxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxxx X. Xxxxxxxxxxx, Esq. Each party may designate a change of address by notice to the other parties, given at least fifteen (15) days before such change of address is to become effective. In no event shall GMAC be removed as a notice party without its prior written approval.

  • XXXXXXX COMPANY By: ____________________________________ Name: Title: The undersigned hereby acknowledges receipt of an executed original of this Agreement, together with a copy of the prospectus for the Plan, dated ________, summarizing key provisions of the Plan, and accepts the award of the Deferred Stock Units granted hereunder on the terms and conditions set forth herein and in the Plan. Date: ______________________ Grantee:

  • XXXXXAS xx xxcordance xxxx Xxxx 00x-1(k) xxder the Securities Exchange Act of 1934 (the "Act"), only one statement containing the information required by Schedule 13G and any amendments thereto need be filed whenever two or more persons are required to file such a statement or any amendments thereto with respect to the same securities, provided that said persons agree in writing that such statement or any amendment thereto is filed on behalf of them.

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