To Purchaser. At the Closing, there shall be delivered to Purchaser:
To Purchaser. In obtaining a consent, Seller may not agree to a modification of a lease without the prior written consent of Purchaser. (b) If Seller is unable to obtain any consent with respect to a Consent Lease prior to the Closing, then provided all other conditions to Closing have been fulfilled or waived, Purchaser and Seller shall nonetheless be obligated to close the transactions contemplated hereby. (c) Subject to the limitations specified below, Seller shall, within ten days after Purchaser's notice to Seller of incurrence of a covered expense, indemnify Purchaser for all amounts paid to landlords by Purchaser (including, without limitation, any increase in rent) and out-of-pocket expenses (including, without limitation, reasonable attorneys' fees and defense costs pursuant to Section 6.09(d) below) incurred by Purchaser in connection with continuing the Company's tenancy under any Consent Lease by reason of Seller's failure to obtain a consent prior to the Closing. (d) Purchaser shall defend in good faith with counsel reasonably acceptable to Seller all litigation or proceedings brought by landlords with respect to Consent Leases as to which Seller failed to obtain a consent. Purchaser shall control all such litigation and proceedings, however, Seller shall be entitled to participate in such defense at its own cost with counsel of its own choosing and Purchaser shall consult with Seller in respect of all major decisions relating to such defense. Purchaser shall not settle any such litigation or proceeding except with the prior written consent of Seller, which shall not be unreasonably withheld or delayed. Moreover, Purchaser and its counsel shall present evidence and justification to Seller in reasonable detail for all amounts for which indemnification is sought under this Section 6.09. This Section 6.09(d) shall only apply to litigation or proceedings for which Seller has an indemnity obligation under Section 6.09(c). (e) In no event shall Seller be liable, in the aggregate, for indemnification under this Section 6.09 in an amount greater than $650,000 (the "Limit"). In addition, and without regard to the Limit, in the event a final, unappealable judgment or order of a court having jurisdiction results in the eviction of the Company from, or an order to vacate, a store subject to a Consent Lease by reason of Seller's failure to have obtained a consent prior to the Closing, then Seller shall pay Purchaser $320,000 with respect to the loss of that store; provi...
To Purchaser. If the Parties so agree, they shall thereafter negotiate in good faith the agreement for the additional multi-hearth furnace(s). Purchaser’s first right of refusal granted under this Article 3 is one and the same with Purchaser’s first right of refusal granted under Article 3 of each of the other Multi-Hearth Furnace Contracts.
To Purchaser. Aradigm hereby grants to Purchaser a non-exclusive, fully-paid, world-wide, perpetual, irrevocable, transferable, sublicensable license to fully exercise any Intellectual Property Rights that are (i) owned, controlled or employed by Aradigm at any time prior to the Closing (or that arises thereafter to the extent covering Technology created, owned, controlled or employed by Aradigm prior to the Closing), (ii) necessary or useful for the operation of the Business and (iii) not included in the Assigned Assets that are actually assigned to Purchaser.
To Purchaser. (a) Any excess funds deposited by Purchaser which remain after disbursement to Seller;
To Purchaser. The acceptance of the deed at Closing, shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be performed under this Purchase Contract, except for those that this Purchase Contract specifically provides shall survive Closing.
To Purchaser. As of the Effective Date, there are no leases or occupancy agreements in effect at the Projects other than the Leases set forth in Exhibit 1.1.33. None of the Leases violates any exclusive rights granted to any other tenant or any prohibitions contained in any other Lease. As of the Closing Date, no Leases shall exist at the Property other than the Leases set forth in Exhibit 1.1.33 and leases executed pursuant to Section 5.4. The foregoing does not constitute a representation or warranty that all of the Leases set forth in Exhibit 1.1.33 will be in effect on the Closing Date.
To Purchaser. Blitz B16-230 GmbH Xxxxxxxxxxx 00, 00000 Xxxxxxxxxxxx, Xxxxxxx Attention: Leonhard Nossol Facsimile Number: +00-000000-0000 E-Mail: xxxxxxxx.xxxxxx@xxx.xx with a copy to: SANGRA MOLLER LLP 0000 Xxxxxxxxx Xxxxx 000 Xxxx Xxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxxx Xxxxxxxx Xxxxxx X0X 0X0 Attention: Xxxxxx X. Xxxxxx Facsimile: +000 000-000-0000 Email: xxxxxxx@xxxxxxxxxxxx.xxx
To Purchaser. With a copy to: Notices given as aforesaid shall be deemed given on the day personally delivered, three (3) business days after mailing, or one (1) business day after depositing with a nationally recognized overnight courier, as the case may be.
To Purchaser. At the time Purchaser has made all payments due under the Payment Schedule, the Escrow Agent shall deliver the Escrow Items to Purchaser within five (5) business days.
