C I T A L S. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of City.
C I T A L S. A. Beneficiary has now or will soon hereafter acquire fee title to that certain project located at (the “Property”). The current Owner of the Property is (“Seller”).
B. Reference is made to that certain [Declaration of Covenants and Restrictions] dated , , recorded under File No. , County, , as amended by instruments dated , , recorded under , , , recorded under and and , under (such instrument, as so amended and assigned, is hereinafter referred to as the “Declaration”). Unless otherwise defined herein, all initially capitalized terms have the respective meanings assigned to such terms in the Declaration.
C. As a condition to Beneficiary’s acquisition of the Property, Beneficiary has requested and Declarant has agreed to deliver this Certificate with respect to certain matters covered under the Declaration. Beneficiary would not have agreed to acquire the Property in the absence of this Certificate. In consideration of the recitals set forth above, Declarant hereby certifies to Beneficiary, and otherwise consents and approves, the following:
C I T A L S. A. It is a condition precedent to the obligation of the Lenders to make their respective loans to and extensions of credit on behalf of the Borrower under the Credit Agreement that the Grantors shall have executed and delivered this Agreement to the Administrative Agent for the ratable benefit of the Lenders.
C I T A L S. A. Borrower owns one hundred percent (100%) of the authorized and issued shares of stock in Amphastar France Pharmaceuticals, a société par actions simplifiée, organized under the laws of France (“Amphastar France”).
B. Amphastar France has entered into or will be entering into, among other things, that certain Asset Purchase Agreement dated April 30, 2014 (together with any and all agreements, assignments, deeds of sale, and/or other documents or instruments to be executed and/or delivered in connection therewith, collectively, the “Asset Purchase Agreement”), with Diosynth France, a société anonyme à Directoire et Conseil de Surveillance (Management Committee and Supervisory Board), organized under the laws of France (“Seller”), as “Seller”, and Schering-Plough, a société par actions simplifiée, organized under the laws of France (“Schering-Plough”), pursuant to which, among other things, Amphastar France will acquire Seller’s business consisting of the manufacturing of active pharmaceutical ingredients (the “DF Manufacturing Business”) in a manufacturing facility located in Eragny-Sur-Epte, France (the “SP Facility”), including, without limitation, certain personal property of Seller, and certain real property of Schering-Plough upon which the SP Facility is located, and the SP Facility, all as more particularly set forth in the Asset Purchase Agreement (collectively, the “DF/SP Assets”)
C. Borrower has requested that Lender provide it with a term loan in the principal amount of Twenty-One Million Nine Hundred Thousand and No/100 Dollars ($21,900,000.00) (the “Loan”) to fund, in part, Borrower’s loan to Amphastar France, the proceeds of which shall be used by Amphastar France to finance, in part, its acquisition of the DF/SP Assets in accordance with the Asset Purchase Agreement.
D. Lender has agreed to provide Borrower with the requested term loan on the terms and conditions set forth herein.
E. The obligations of Borrower to Lender under this Agreement shall be secured by, among other things, a lien and security interest in and to all of the Collateral (as herein defined) now or hereafter owned by Borrower.
C I T A L S. The Parties desire by their execution of this Agreement to evidence their understanding, as more fully set forth in this Agreement, with respect to certain indemnification and reimbursement obligations of the Parties. In consideration of the premises and the covenants, conditions, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows:
C I T A L S. Lessee’s Percentage Interest (as defined in Section 1 below) shall be: %. Lessee’s Reserved Use Area Percentage (as defined in Section 1 below) shall be: %.
C I T A L S. 1. The Parties executed that certain Second Amended and Restated Omnibus Agreement dated as of November 15, 2012, amended by that certain Amendment No. 1 to Second Amended and Restated Omnibus Agreement dated as of June 1, 2013, and Amendment No. 2 to Second Amended and Restated Omnibus Agreement dated as of December 6, 2013 (collectively, the “Second Omnibus Agreement”).
2. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article II, with respect to certain business opportunities that the Tesoro Entities (as defined herein) will not engage in for so long as the Partnership is an Affiliate of Tesoro.
3. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article III, with respect to certain indemnification obligations of the Parties to each other.
4. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article IV, with respect to the amount to be paid by the Partnership for the centralized corporate services to be performed by the Tesoro Entities (as defined herein) for and on behalf of the Partnership Group (as defined herein).
5. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article V, with respect to certain maintenance capital and other expenditures to be reimbursed by the Tesoro Entities to the Partnership Group.
6. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article VI, with respect to the Partnership Group’s right of first offer with respect to the ROFO Assets (as defined herein).
7. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article VII, with respect to the granting of a license from Tesoro to the Partnership Group and the General Partner.
8. The Parties desired by their execution of the Second Omnibus Agreement to evidence their understanding, as more fully set forth in Article VIII, with respect to the transfer of the Represented Employees (as defined herein) from the Tesoro Entities to the General Partner and the Partnership Group’s right to use certain vehicles leased by the General Partner.
9. The Parties desire to amend and restate the Second Omnibus Ag...
C I T A L S. A. Landlord and Tenant are parties to that certain Lease dated as of February 22, 2007, as amended by that certain Letter Agreement dated as of May 4, 2007, as further amended by that certain Letter Agreement dated August 15, 2007, as further amended by a First Amendment to Lease (the “First Amendment”) dated September 16, 2010, as further amended by a Second Amendment to Lease dated as of May 20, 2014 (as amended, the “Lease”) for certain premises containing 183,486 rentable square feet located within the complex (“Complex”) known as XChange at Bedford (formerly known as Xxxxxxx Xxxxxxxx Xxxx), Xxxxxxx, Xxxxxxxxxxxxx (the “Original Premises”).
C I T A L S. A. The Redevelopment Agency and the Housing Authority (each, a “Party” and jointly, the “Parties”) desire to assist with the redevelopment of that certain Redevelopment Agency- owned parcel of real property (i) consisting of approximately three and two-hundredths (3.02) acres, (ii) generally located at 000 X. Xxxxx Xxxxxx, and (iii) depicted on the Map which is attached hereto as Exhibit A and incorporated herein by this reference (the “Site”).
C I T A L S. A. Landlord and Tenant are parties to that certain Lease (the “Original Lease”) dated as of February 22, 2007, as amended by that certain Letter Agreement dated as of May 4, 2007, as further amended by that certain Letter Agreement dated August 15, 2007, as further amended by a First Amendment to Lease dated September 16, 2010, as further amended by a certain Declaration dated June 16, 2011, as further amended by a Second Amendment to Lease dated as of May 20, 2014, as further amended by a certain letter dated October 8, 2014, as further amended by a Third Amendment to Lease dated as of April 10, 2015 (the “Third Amendment”), as further amended by a Fourth Amendment to Lease dated as of October 23, 2015, as further amended by a Fifth Amendment to Lease dated as of May 4, 2016, as further amended by a Sixth Amendment to Lease dated as of July 5, 2017 (the “Sixth Amendment”) (as amended, the “Lease”) for certain premises (the “Existing Premises”) consisting of approximately 208,686 rentable square feet of space located within the Complex (as defined in the Lease) and now known as XChange at Bedford (formerly known as Bedford Business Park) in Bedford Massachusetts.
