Xxxxxxxx Property. Xxxxxxx will own exclusively all goods, special tools, dies, fixtures and materials supplied or paid for by Xxxxxxx pursuant to this order together with all related patents, copyrights, trademarks, trade secrets and other intellectual property rights throughout the world (the “Developed Works”). Supplier will and does, without further consideration, assign to Xxxxxxx any and all right, title or interest that Supplier may now or hereafter possess in or to the Developed Works. To the fullest extent permissible by applicable law, all copyrightable aspects of the Developed Works will be considered “works made for hire”. Supplier agrees, at Supplier’s expense, to maintain all the Developed Works property in Supplier’s possession in good condition and repair and adequately insured. At Xxxxxxx’x request, Xxxxxx agrees to affix Xxxxxxx’x name to some or all of the Developed Works.
Xxxxxxxx Property. 35.1 Not more than forty-five (45) days following the Effective Date, Buyer shall specify to Seller in writing (a) the third-party reports or certifications Buyer requires for its normal inspection process with respect to the Xxxxxxxx Property, (b) the names of Buyer’s preferred consultants, and (c) Buyer’s budget for each individual report. Seller shall engage such consultants directly and use commercially reasonable efforts to cause them to promptly prepare and deliver to Buyer the third party reports and certifications requested by Buyer in accordance with Buyer’s budget, provided however that in the event that the cost of any report or certification will exceed Buyer’s budget, Seller shall first provide Buyer with notice of such fact, and Buyer shall have the right to revise its budget, designate a different third party consultant, or withdraw its request for such report or certification.
35.2 Not more than forty-five (45) days following the Effective Date, Buyer shall also provide Seller with a conceptual building layout of the Xxxxxxxx Property which shall seek to achieve a minimum project unit count of 325 multi-family units, and which shall have sufficient detail to allow Seller to conduct soil testing, per Buyer’s direction (and subject to the Buyer’s budget as described above) as to number and location of borings, to the extent and on the terms and conditions acceptable to Seller, in its sole and absolute discretion. Seller shall cause the results of such soil-testing to be immediately delivered to Buyer.
35.3 The investigations contemplated in Sections 35.1 and 35.2 shall be undertaken at Seller’s initial cost and expense, provided however that Buyer shall reimburse Seller for such costs and expenses (a) at the time of the closing of the Xxxxxxxx Property pursuant to the Option Agreement, or (b) immediately upon the expiration or earlier termination of the Option Agreement unless such termination is caused by Grantor’s default thereunder or is the result of Grantor having entered into a purchase and sale agreement for the sale of the Xxxxxxxx Property to anyone other than Buyer or an assignee of Buyer, or (c) immediately upon the termination of this Agreement, except in the case of a Seller default hereunder or in the case of a failure of a condition precedent benefiting Buyer as described in Section 9.1 above. This Section 35.3 shall survive Closing and/or termination of this Agreement.
35.4 Pursuant to the terms of the Option Agreement, Buyer ...
Xxxxxxxx Property. In addition to (and without limiting) any other representations and warranties set forth elsewhere in this Agreement that are applicable to the assets of Sellers, Sellers make the representations set forth on Schedule 5.11(c) with respect to the Xxxxxxxx Property.
Xxxxxxxx Property. [Redacted text] ********
3.9 Section 13.6 of the Credit Agreement is replaced by the following: “None of the Credit Parties will (i) cause, consent to, or permit, any termination, amendment, assignment, modification, variance or waiver of timely compliance with any terms or conditions of any Material Metal Purchase Contract (other than any amendments or modifications to cure any defective provisions contained therein or to permit other minor deviations from the terms thereof), (ii) cause, consent to, or permit, any amendment, assignment, modification, variance or waiver of timely compliance with any terms or conditions of the Participation Agreement (other than any amendments or modifications to cure any defective provisions contained therein or to permit other minor deviations from the terms thereof) (iii) release any Lien securing a Material Metal Purchase Contract or Xxxxxxxx Metal Purchase Contract, (iv) enter into or amend any inter-creditor agreement or subordination agreement in respect of a Material Metal Purchase Contract or Xxxxxxxx Metal Purchase Contract (or any Liens securing same) without the prior consent of the Majority Lenders.”
3.10 The following is added at the end of the first paragraph of Section 15.3 of the Credit Agreement:
Xxxxxxxx Property. A tract of land, together with improvements thereon, situated in Mobile, Mobile County, Alabama, designated as Parcels C and D, Delchamps Commercial Subdivision, lying northeast of Xxxxxxx Road and west of Western Drive, consisting of 24 acres, more or less.
Xxxxxxxx Property. 2 GAAP ...................................................4
Xxxxxxxx Property. The term “Xxxxxxxx Property” means that certain property known as 00000 Xxxxxxxx Xxxx, Philadelphia PA.
Xxxxxxxx Property. Within fifteen (15) days of the Extension Date, Purchaser will deed over to Seller all Purchaser’s right, title and interest in approximately eighty three (83) acres of property at 0000 Xxxxxxx Xxxxx in Dolomite, Alabama known as the Xxxxxxxx Coke plant site, as well as any and all privileges, rights, easements and appurtenances thereto. On such date, Purchaser will execute all documents necessary to effect that transfer of title. The parties have valued the Xxxxxxxx Coke property at Two Hundred and Seventy Thousand Dollars ($270,000).
Xxxxxxxx Property. South Half (S 1/2) of Section Eight (8) and all that part of Northeast Quarter (NE 1/4) of Section Seventeen (17), lying East of the Chicago, St. Xxxx, Minneapolis and Omaha Railroad Company right of way, all in Xxxxxxxx 00 Xxxxx, Xxxxx 0 Xxxx, Xxxx of Xxxxx, Xxxxxx County, Wisconsin; Excepting the following parcels:
Xxxxxxxx Property. Borrower shall work diligently to refinance the Sxxxxxxx Property at all times from and after the Third Amendment Effective Date.
2.09. Section 6.05 of the Credit Agreement is hereby amended by adding the following phrase at the end thereof: Without limitation to the foregoing, the Lead Borrower shall not make any Restricted Payment to holders of its Equity Interests of any proceeds from a Capital Event with respect to its assets or asset of any of its Subsidiaries or any Equity Offering unless it shall first make the prepayments required under Section 2.10(h) hereof.
2.10. Section 6.09 of the Credit Agreement is hereby amended by amending and restating clause (g) thereof in its entirety to read as follows: and (g) with the prior written consent of the Administrative Agent in its sole discretion, Indebtedness that is recourse to the Parent (excluding the Obligations) in connection with secured Indebtedness of its Subsidiaries.
