Arizona Provisions Sample Clauses

Arizona Provisions. Anything to the contrary herein or elsewhere notwithstanding, in no event shall Borrower have any liability or other obligation under or with respect to the Sponsor Guaranty, the Equity Owner Guaranty or the Borrower GP Guaranty. The following Arizona provision does not limit the express choice of New York law as set forth in Section 10.3 of this Agreement and the other Loan Documents. If and to the extent that, notwithstanding the choice of law provisions contained in this Agreement and the other Loan Documents, Arizona law is held to govern this Agreement, any Mortgage Document encumbering a Property located in Arizona or any other Loan Document:
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Arizona Provisions. The following provisions shall apply with respect to any Site located in the State of Arizona.
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Arizona Provisions. Section 10.32 California Provisions Section 10.33 Florida Provision Section 10.34 Georgia Provision Section 10.35 Nevada Provisions Section 10.36 North Carolina Provision Section 10.37 South Carolina Provisions Section 10.38 Washington Provisions Schedules and Exhibits Schedules: Schedule I.A. Closing Date Properties Schedule Schedule I.B. Form of Quarterly Properties Schedule Schedule I.C. Reserved Schedule I.D. Form of Quarterly Investor Rollup Report Schedule II Organizational Chart Schedule III Exceptions to Representations and Warranties Schedule IV Definition of Special Purpose Bankruptcy Remote Entity Schedule V Allocated Loan Amount Schedule VI Qualified Title Insurance Companies Schedule VII Chief Executive Office, Prior Names and Employer Identification Number Schedule VIII Securities Schedule IX Midland Loan Services - IH 2018-3 CMBS Asset Management Fees Schedule X Periodic Rating Agency Information Schedule XI Vacant Properties Schedule XII Specified Liens Schedule XIII Security Deposit Accounts Schedule XIV Nevada HOA Schedule Schedule XV Applicable HOA Properties Schedule XVI Previously-Owned Properties Exhibits: Exhibit A Form of Cash Management Agreement Exhibit B Form of Deposit Account Control Agreement Exhibit C Form of Compliance Certificate Exhibit D Form of Tenant Direction Letter Exhibit E Request for Release Exhibit F-1 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit F-2 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes) Exhibit F-3 Form of U.S. Tax Compliance Certificate (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit F-4 Form of U.S. Tax Compliance Certificate (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes) Exhibit G Form of Closing Date GRC Certificate Exhibit H Form of Closing Date OSN Certificate Exhibit I Form of Certificate of Merger LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of June 28, 2018 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between GERMAN AMERICAN CAPITAL CORPORATION, a Maryland corporation, authorized by the New York Department of Financial Services, having an address at 00 Xxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (together with its successors and assigns, collectively, “Lender”) and 2018-3 IH BORROWER...
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Arizona Provisions. Section 10.32 California Provisions Section 10.33 Colorado Provision Section 10.34 Florida Provision Section 10.35 Georgia Provision Section 10.36 Nevada Provisions Section 10.37 North Carolina Provision Section 10.38 Texas Provisions LOAN AGREEMENT THIS LOAN AGREEMENT, dated as of June 7, 2019 (as amended, restated, replaced, supplemented or otherwise modified from time to time, this “Agreement”), between ROTHESAY LIFE PLC, a public limited company registered in England and Wales, having an address at The Leadenhall Building, Level 25, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, in its capacity as a lender (together with its successors and assigns, and the other persons from time to time party hereto as lenders, individually or collectively, as the context may require, “Lender”), 2019-1 IH BORROWER LP, a Delaware limited partnership, having an address at c/o Invitation Homes, Inc., 0000 Xxxx Xxxxxx, Xxxxx 0000, Xxxxxx, Xxxxx 00000 (together with its permitted successors and assigns, collectively, “Borrower”), ROTHESAY LIFE PLC, a public limited company registered in England and Wales, having an address at The Leadenhall Building, Level 25, 000 Xxxxxxxxxx Xxxxxx, Xxxxxx, XX0X 0XX, in its capacity as administrative agent (together with its successors and assigns, collectively, “Administrative Agent”) and WILMINGTON TRUST, NATIONAL ASSOCIATION, a national banking association, having an address at 0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000, as collateral agent (together with its successors and assigns, collectively, “Collateral Agent”). All capitalized terms used herein shall have the respective meanings set forth in Article 1 hereof.
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Arizona Provisions. Seller shall within fifteen (15) days following the Closing (or sooner if required by law) file with ADOR all final tax returns for all transaction privilege (sales) taxes, excise taxes, use taxes, and other taxes arising from transactions occurring prior to or on the Closing, including any transaction privilege tax arising from the sale of the Property pursuant to this Agreement and owed by Seller under the speculative builder classification or owner-builder classification under Scottsdale Revised Code, Appendix C, Article IV,§§ 416 and 417, as applicable. Seller will indemnify, defend and hold harmless Purchaser and its affiliates from any and all losses, costs, charges or other liabilities relating to a breach of any of the covenants and agreements set forth in this Section 12.9, including, without limitation, as a result of Seller’s failure to pay any amounts that may be due hereunder. The terms and provisions of this Section 12.9 shall survive the Closing.
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Arizona Provisions. Without limiting the generality of the foregoing or any other provision hereof, Guarantor further expressly waives, to the extent permitted by law, (i) the benefits of any statutory or other provision limiting the liability of a surety, including without limitation, any and all rights and defenses which might otherwise be available to Guarantor under Arizona Revised Statutes Section 12-1641 et seq. and Rule 17(f) of the Arizona Rules of Civil Procedure; and (b) the benefits of any statutory provision limiting the right of Lenders or Agent to recover a deficiency judgment, or to otherwise proceed against any person or entity obligated for payment of the indebtedness, after any foreclosure or trustee's sale of any security for the indebtedness, including without limitation the benefits to Guarantor of Arizona Revised Statutes Sections 33-814 and 12-1566.
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Arizona Provisions. The following Arizona provisions are not intended to, and do not, limit the express choice of New York law set forth in Section 10.12 of this Agreement and as set forth in the other Loan Documents, and are set forth herein, if and to the extent that, notwithstanding the choice of law provisions contained in this Agreement and the other Loan Documents, Arizona law is held to govern any Mortgage encumbering a Property located in Arizona or any other Loan Document. Each Loan Party hereby expressly waives any and all defenses and discharges available to a surety, guarantor or accommodation co-obligor, including, without limitation, the benefits of Arizona Revised Statutes Sections 12-1641 through 12-1646 and Rule 17(f) of the Arizona Rules of Civil 154 Procedure, and the benefits, if any, of Arizona Revised Statutes Section 33-814, in each case as amended, and any successor statutes or rules, or any similar statute.
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Arizona Provisions 
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Related to Arizona Provisions

  • Lock-Up Provisions (a) Holder hereby agrees not to, during the period (the “Lock-Up Period”) commencing from the Closing and ending on the earlier of (A) the one (1) year anniversary of the date of the Closing, (B) the first date subsequent to the Closing with respect to which the closing price of the Purchaser Common Stock has equaled or exceeded $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (C) the date on which the Purchaser completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of the Purchaser’s stockholders having the right to exchange their shares of Purchaser Common Stock for cash, securities or other property: (i) lend, offer, pledge, hypothecate, encumber, donate, assign, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, or otherwise transfer or dispose of, directly or indirectly, any Restricted Securities, (ii) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of the Restricted Securities or (iii) publicly disclose the intention to do any of the foregoing, whether any such transaction described in clauses (i), (ii) or (iii) above is to be settled by delivery of Restricted Securities or other securities, in cash or otherwise (any of the foregoing described in clauses (i), (ii) or (iii), a “Prohibited Transfer”). The foregoing sentence shall not apply to the transfer of any or all of the Restricted Securities owned by Xxxxxx (I) by gift, (II) by will or other testamentary document or intestate succession upon the death of Xxxxxx, (III) to any Permitted Transferee (as defined below), (IV) pursuant to a court order or settlement agreement or other domestic order related to the distribution of assets in connection with the dissolution of marriage or civil union, (V) to the Purchaser pursuant to any contractual arrangement in effect on the date of this Agreement that provides for the repurchase of shares of Purchaser Common Stock in connection with the termination of the undersigned’s employment with or service to the Purchaser; provided, however, that in any of cases (I), (II), (III) or (IV) above, it shall be a condition to such transfer that the transferee executes and delivers to the Purchaser and the Purchaser Representative an agreement stating that the transferee is receiving and holding the Restricted Securities subject to the provisions of this Agreement applicable to Holder, and there shall be no further transfer of such Restricted Securities except in accordance with this Agreement. As used in this Agreement, the term “

  • FINAL PROVISIONS 9.1 Any warning, communication, correspondence, notice, request, claim, action, instruction, arbitration notice, summons or service of process related to this Agreement or to any dispute, action, doubt or controversy resulting from or relating to this Agreement shall be deemed delivered when received by the other Party (i) by certified mail, from a recognized courier company, upon actual receipt thereof, (ii) at the time of delivery, if delivered personally, or (iii) on the date of confirmation of receipt of the transmission issued by fax, when sent by fax, as the case may be, to the addresses and telephone/fax numbers listed below (or to any other address or telephone/fax number informed by one of the Parties in writing to the other Parties):

  • Survival Provisions All representations, warranties and covenants contained herein shall survive the execution and delivery of this Pledge Agreement, and shall terminate only upon the termination of this Pledge Agreement. The obligations of the Pledgor under Sections 12 and 14 hereof and the obligations of the Collateral Agent under Section 17.9(b) hereof shall survive the termination of this Pledge Agreement.

  • EXCULPATION PROVISIONS EACH OF THE PARTIES HERETO SPECIFICALLY AGREES THAT IT HAS A DUTY TO READ THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS AND AGREES THAT IT IS CHARGED WITH NOTICE AND KNOWLEDGE OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; THAT IT HAS IN FACT READ THIS AGREEMENT AND IS FULLY INFORMED AND HAS FULL NOTICE AND KNOWLEDGE OF THE TERMS, CONDITIONS AND EFFECTS OF THIS AGREEMENT; THAT IT HAS BEEN REPRESENTED BY INDEPENDENT LEGAL COUNSEL OF ITS CHOICE THROUGHOUT THE NEGOTIATIONS PRECEDING ITS EXECUTION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND HAS RECEIVED THE ADVICE OF ITS ATTORNEY IN ENTERING INTO THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS; AND THAT IT RECOGNIZES THAT CERTAIN OF THE TERMS OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS RESULT IN ONE PARTY ASSUMING THE LIABILITY INHERENT IN SOME ASPECTS OF THE TRANSACTION AND RELIEVING THE OTHER PARTY OF ITS RESPONSIBILITY FOR SUCH LIABILITY. EACH PARTY HERETO AGREES AND COVENANTS THAT IT WILL NOT CONTEST THE VALIDITY OR ENFORCEABILITY OF ANY EXCULPATORY PROVISION OF THIS AGREEMENT AND THE OTHER LOAN DOCUMENTS ON THE BASIS THAT THE PARTY HAD NO NOTICE OR KNOWLEDGE OF SUCH PROVISION OR THAT THE PROVISION IS NOT “CONSPICUOUS.”

  • Plan Provisions In addition to the terms and conditions set forth herein, the Award is subject to and governed by the terms and conditions set forth in the Plan, as may be amended from time to time, which are hereby incorporated by reference. Any terms used herein with an initial capital letter shall have the same meaning as provided in the Plan, unless otherwise specified herein. In the event of any conflict between the provisions of the Agreement and the Plan, the Plan shall control.

  • Governing Provisions This Agreement is made under and subject to the provisions of the Plan, and all of the provisions of the Plan are also provisions of this Agreement. If there is a difference or conflict between the provisions of this Agreement and the provisions of the Plan, the provisions of the Plan will govern. By signing this Agreement, the Grantee confirms that he or she has received a copy of the Plan.

  • Certain Provisions If the operation of any provision of this Agreement would contravene the provisions of applicable law, or would result in the imposition of general liability on any Limited Partner or Special Limited Partner, such provisions shall be void and ineffectual.

  • ARTICLE IX GENERAL PROVISIONS 56 9.1 Survival of Representations.................................................................. 56 9.2

  • Incorporation of Plan Provisions These Terms and Conditions and the Agreement are made pursuant to the Plan, the provisions of which are hereby incorporated by reference. Capitalized terms not otherwise defined herein shall have the meanings set forth for such terms in the Plan. In the event of a conflict between the terms of these Terms and Conditions and the Agreement and the Plan, the terms of the Plan shall govern.

  • Severability of Provisions; Captions; Attachments Any provision of this Agreement that shall be prohibited or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such prohibition or unenforceability without invalidating the remaining provisions hereof or affecting the validity or enforceability of such provision in any other jurisdiction. The several captions to sections and subsections herein are inserted for convenience only and shall be ignored in interpreting the provisions of this Agreement. Each schedule or exhibit attached to this Agreement shall be incorporated herein and shall be deemed to be a part hereof.

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