Designated Service Contracts definition

Designated Service Contracts means (i) those certain Service Contracts which are assignable in accordance with their terms which Purchaser identifies by written notice delivered to Seller on or before the Inspection Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at Closing, (ii) those assignable Service Contracts regarding which Purchaser has failed to deliver such written notice on or before the Inspection Date, and (iii) those Service Contracts (the “Must Take Service Contracts”) attached hereto as Schedule 5.7(b) which are assignable in accordance with their terms and which may not be terminated without cause or penalty, with thirty (30) days (or less) written notice. Purchaser hereby covenants with Seller that on or before the Inspection Date, Purchaser shall deliver written notice to Seller instructing which of the assignable Service Contracts Purchaser desires for Seller to assign to Purchaser and which it does not. If Purchaser fails to timely deliver such notice, Purchaser shall be deemed to have chosen to have all assignable Service Contracts assigned to Purchaser, and all such Service Contracts shall be deemed part of the “Designated Service Contracts.” At Closing, Seller will cause the Service Contracts which Purchaser has elected not to have assigned to Purchaser (other than the Must Take Service Contracts), by operation of the aforesaid notice on or before the Inspection Date, to be terminated at Seller’s expense, such termination to be effective within the time period provided for in the applicable Service Contract (or if no such time period is provided, as promptly as practicable after the Closing Date). The provisions of this Section 5.7(b) shall survive Closing.
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Designated Service Contracts means those Service Contracts for which Lender has agreed, in Lender's sole and absolute discretion, to accept assignment of and be bound by. Lender shall designate such Service Contracts to Borrower no less than thirty (30) days prior to the expiration of the Marketing Period.
Sample 1
Designated Service Contracts means (i) those certain service contracts which are assignable in accordance with their terms which Jupiter identifies by written notice delivered to Post on or before the Inspection Date as the service contracts Jupiter elects Post to assign at Closing, (ii) those assignable service contracts regarding which Jupiter has failed to deliver such written notice on or before the Inspection Date, and (iii) those service contracts (the "MUST TAKE SERVICE CONTRACTS") which are assignable in accordance with their terms and which may not be terminated without cause or penalty, with thirty (30) days (or less) written notice. Jupiter hereby covenants with Post that on or before the Inspection Date, Jupiter shall deliver written notice to Post instructing which of the assignable service contracts Jupiter desires for Post to assign to Jupiter and which it does not. If Jupiter fails to timely deliver such notice, Jupiter shall be deemed to have chosen to have all assignable service contracts assigned to Jupiter, and all such service contracts shall be deemed part of the "Designated Service Contracts." At Closing, Post will cause the service contracts which Jupiter has elected not to have assigned to Jupiter (other than the Must Take Service Contracts), by operation of the aforesaid notice on or before the Inspection Date, to be terminated at Post's expense, such termination to be effective within the time period provide for in the applicable service contract (or if no such time period is provided, as promptly as practicable after the Closing Date). The provisions of this Section 6.7 (b) shall survive Closing.
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Examples of Designated Service Contracts in a sentence

  • Assignor will execute any other necessary documentation to effectuate this assignment of the Leases, the Insurance Proceeds, the Insurance Premiums, the Designated Service Contracts, the Designated Service Contracts, the Project Deposit Accounts, the Project Receivables, the Bankruptcy Rights and the Intangible Property.

  • By acceptance hereof, Assignee accepts the foregoing assignment, however, such acceptance does not and shall not constitute Assignee's assumption of any of Assignor's representations, warranties, covenants, liabilities and/or other obligations contained in or under the Leases and the Designated Service Contracts.

  • Lender may, with prior written notice to Xxxxxxxx and in Xxxxxx’s sole and absolute discretion, elect to assume one or more of the Service Contracts, which will be deemed thereafter to be Designated Service Contracts, but has no obligation to do so.

  • The ink-signed originals of all Condominium Units Designated Service Contracts which Purchaser has elected to assume which may be in Seller's possession or control, together with a notice directed to the vendor or provider of such service in the form of Exhibit R hereof ("Form Of Designated Service Contract Notice").

  • Seller shall terminate as of the Closing Date any service agreements, maintenance or repair contracts, management contracts, contracts for the purchase or delivery of labor, services, materials, goods, inventory or supplies, equipment leases or rental agreements and similar contracts which are not Condominium Units Designated Service Contracts.

  • An assignment duly executed by Seller in the form of, and upon the terms contained in, Exhibit Q attached hereto, transferring, assigning and conveying to Purchaser all Designated Service Contracts, the Permits, the Intangible Rights, the Plans and Specifications, the Reciprocal Easement Agreements and any other Intangible Personal Property.

  • Company shall receive a credit at Closing in the amount required to complete the Ongoing Capital Projects under any Ongoing Construction Project Contracts assumed by the Company and deemed to be Designated Service Contracts hereunder.

  • The Condominium Units and the Appurtenant Limited Common Elements and rights pursuant to the Condominium Declaration, the Improvements, the Tangible Personal Property, the Tenant Leases, the Tenant Security Deposits, the Condominium Units Designated Service Contracts, the Permits, the Intangible Rights, the Plans and Specifications, the Reciprocal Easement Agreements, the Warranties and the Books and Records, will be collectively hereinafter called the "Property".

  • No later than thirty (30) days after the date of this Agreement, Purchaser shall designate by written notice to Seller (the "Purchaser's Service Contract Notice") those contracts which Purchaser shall assume at Closing and which shall be Condominium Units Designated Service Contracts.

  • Assignee hereby accepts the foregoing assignment and, in consideration thereof, Assignee hereby covenants and agrees that, on and after the Effective Date, Assignee will assume, observe, perform, fulfill and be bound by all terms, covenants, conditions and obligations of the Leases and the Designated Service Contracts which arise on and after the Effective Date.


More Definitions of Designated Service Contracts

Designated Service Contracts means those certain Service Contracts which are assignable in accordance with their terms which Purchaser identifies by written notice delivered to Seller on or before the Inspection Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at Closing (the "Designated Service Contracts.") At Closing, Seller will cause the Service Contracts which Purchaser has elected not to have assigned to Purchaser, by operation of the aforesaid notice on or before the Inspection Date, to be terminated at Seller's expense, such termination to be effective within the time period provided for in the applicable Service Contract (or if no such time period is provided, as promptly as practicable after the Closing Date; provided, however, that Seller shall be responsible for all fees incurred after the Closing Date arising from such Service Contracts which are terminated after the Closing Date). The provisions of this Section 5.4(k) shall survive Closing.
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Designated Service Contracts means those Service Contracts which the Company has elected to cause the applicable Company Subsidiary to assume (to the extent assumable), as more particularly set forth on Schedule 1.31.
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Designated Service Contracts. Notwithstanding anything contained in this Section 3.3 to the contrary, Seller shall be obligated, at no cost or expense to Purchaser, to terminate the property management agreement with Property Manager and any asset management or other agreement with Capri Capital Partners, LLC or its affiliates effective as of the Closing Date.
Sample 1
Designated Service Contracts means those certain Service Contracts which are assignable in accordance with their terms which Purchaser identifies by written notice delivered to Seller on or before the Inspection Period Termination Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at Closing (the “Designated Service Contracts.”) At Closing, Seller will cause the Service Contracts which Purchaser has elected not to have assigned to Purchaser, by operation of the aforesaid notice on or before the Inspection Period Termination Date, to be terminated at Seller’s expense, such termination to be effective within the time period provided for in the applicable Service Contract (or if no such time period is provided, as promptly as practicable after the Closing Date; provided, however, that Seller shall be responsible for all termination fees incurred after the Closing Date arising from the termination of such Service Contracts after the Closing Date). The provisions of this Section 5.4(g) shall survive Closing.
Sample 1
Designated Service Contracts means those Service Contracts for which Lender has agreed, in Lender's sole and absolute discretion, to accept assignment of and be bound by. Lender shall designate such Service Contracts to Borrower no less than thirty (30) days prior to the expiration of the Marketing Period. 1.7 "Enforcement Date" [Intentionally Deleted]. 1.8 "Joinder" means the Joinder and Agreement of Guarantor attached to this Agreement. 1.9 "Management Agreement" shall have the meaning given such term in Section 2.9(b). 1.10 "Marketing Period" means the period ending on the date that is six (6) months after the Effective Date, subject to extension through the Third Party Closing Date as provided for or contemplated under Section 3.4 (a). 1.11 "Operating Standard" means the manner of operation consistent with how the Mall has been kept open and operated by Borrower during the twelve month period preceding the Effective Date. 1.12 "Permitted Exceptions" means the Liens, encumbrances and other matters described on Exhibit B to the Limited Warranty Deed attached hereto as Exhibit D. 1.13 "Party" means any, and "Parties" means all, of the signatories to this Agreement. 1.14 "Service Contracts" means contracts for service, labor, maintenance, repair and operation (but excluding any contracts for management) of the Project, excluding the Management Agreement and any other Service Contracts with Affiliates of Glimcher LP. 1.15 "Servicer" means KeyBank Real Estate Capital and/or LNR Partners, LLC, a Florida limited liability company ("Special Servicer"), and any other party appointed as servicer in accordance with the certain Pooling and Servicing Agreement governing Lender. 1.16 “Shortfall Liability Cap” shall mean One Million and No/100 Dollars including the Transaction Expenses (as defined in the Spreader Agreement). 1.17 "Spreader Agreement" means the Mortgage Modification and Spreader Agreement between Borrower and Lender attached hereto as Exhibit O to be entered into contemporaneously herewith and recorded in the Records. MIAMI 3859485.10 72496/43267 EXECUTION COPY 3 ARTICLE II
Sample 1
Designated Service Contracts means (i) those certain Service Contracts which are assignable in accordance with their terms which Purchaser identifies by written notice delivered to Seller on or before the Inspection Date as the Service Contracts Purchaser elects Seller to assign to Purchaser at Closing, (ii) those assignable Service Contracts regarding which Purchaser has failed to deliver such written notice on or before the Inspection Date, and (iii) those Service Contracts (the “Must Take Service Contracts”) attached hereto as Schedule 5.7(b) which are assignable in accordance with their terms and which may not be terminated without cause or penalty, with thirty (30) days (or less) written notice. Purchaser hereby elects to have all of the Service Contracts terminated by Seller at Closing. Seller agrees to use its good faith efforts to terminate all of the Must Take Service Contracts set forth on Schedule 5.7(b), with the exception of the Service Contract with Comcast. In the case of the Service Contract between Seller and Mac-Gray Services, Inc., Seller shall pay the termination fee and provide Mac-Gray Services, Inc. notice of its intent to terminate such contract on the Closing Date. In the event Seller uses its good faith efforts to terminate the remaining Must Take Service Contracts but is unable to terminate all of such contracts by the Closing Date, Purchaser shall still be obligated to close the transaction without any reduction in the Purchase Price. For purposes of this paragraph, the phrase ‘Seller agrees to use its good faith efforts’ shall include the requirement for Seller to pay the termination fees associated with terminating such Service Contract. The provisions of this Section 5.7(b) shall survive Closing.
Sample 1

Related to Designated Service Contracts

  • Service Contracts means contracts or agreements, such as maintenance, supply, service or utility contracts.

  • Service Contract means, with respect to a Financed Vehicle, the agreement, if any, financed under the related Receivable that provides for the repair of such Financed Vehicle.

  • Service contract holder or "contract holder" means a person who is the purchaser or holder of a service contract.

  • Customer Contracts has the meaning set forth in Section 2.1(b)(ii)(A).

  • Tax Service Contract As defined in Section 3.09(a).

  • Contracted Services means covered services that are to be provided by the Contractor under the terms of this Contract.

  • Project Contracts means collectively this Agreement, the Land Lease Agreement, the Construction Contract, O&M Contracts (if any) and any other material contract (other than the Financing Documents) entered into or may hereafter be entered into by the Concessionaire in connection with the Project;

  • Business Contracts has the meaning ascribed to it in Section 1.01(a)(v).

  • Supplier/Contractor means the individual, firm or company with whom the contract has been concluded for supplying the Goods and Services under the Contract. The Supplier/Contractor shall be deemed to include its successors (approved by the purchaser), representatives, heirs, executors, administrators and permitted;

  • Terminated Contracts has the meaning set forth in Section 5.6(a).

  • Seller Contracts means all contracts, agreements and leases, other than those that are Governmental Permits, to which Seller is a party and pertain to the ownership, operation or maintenance of the Assets or the Business, including those described on Schedule 1.8.

  • Customer Contract means a Contract (or group of related Contracts) pursuant to which any Group Company, after giving effect to the Pre-Closing Business Transfers, licenses or otherwise provides products and services to customers of the Business.

  • Service Control Point (SCP) is the node in the common channel signaling network that accepts Queries for certain Database services. The SCP is a real time database system that receives Queries from service platforms, performs subscriber or application-specific service logic, and then sends a Response back to the Query-originating platform. Such service platforms can be Service Switching Points (SSPs) or other network nodes capable of properly formatting and launching Queries.

  • New Contracts means binding new agreements or amendments to existing agreements with customers.

  • Approved Contractor means an “Approved Contractor” specified in the Key Details.

  • Training Contract means an agreement signed by the employer and the Apprentice or Trainee (and a parent or guardian if applicable), in accordance with the Act and Regulatory requirements.

  • Supply Contracts means contracts having as their object the purchase, lease, rental or hire-purchase, with or without an option to buy, of products. A supply contract may include, as an incidental matter, siting and installation operations;

  • IT Contracts means the contracts (whether or not in writing and including those currently being negotiated) under which any third party provides or will provide any element of, or services relating to, the IT Assets, including leasing, hire purchase, licensing, maintenance, website hosting, outsourcing, security, back-up, disaster recovery, insurance, cloud computing and other types of services agreements.

  • Assumed Contracts has the meaning set forth in Section 2.1(d).

  • Project Contract means any contract between the District or the Corporation and any contractor or vendor regarding the construction, production or other acquisition or installation of any part of an Acquisition Project.

  • Provider contract means any contract between a provider and a carrier (or a carrier's network,

  • Seller Contract any Contract (a) under which Seller has or may acquire any rights or benefits; (b) under which Seller has or may become subject to any obligation or liability; or (c) by which Seller or any of the assets owned or used by Seller is or may become bound.

  • Assigned Contracts has the meaning set forth in Section 2.01(c).

  • Insurance Contracts means all contracts and policies of insurance and re-insurance maintained or required to be maintained by or on behalf of any Grantor under the Loan Documents.

  • Company Contracts has the meaning set forth in Section 3.13(a).

  • CFD Contract or "CFD" shall mean a contract which is a contract for difference by reference to fluctuations in the price of the relevant security or index;