Continuous Ownership Sample Clauses

Continuous Ownership. Grantor acknowledges that the continuous ownership of the Mortgaged Properly by Grantor, except as otherwise permitted in the other Loan Documents, is of a material nature to the transaction hereinabove described and Beneficiary's agreement to create the Obligations. Without Beneficiary's prior written consent, Grantor will not, whether voluntarily or involuntarily, (a) sell, grant, convey, assign or otherwise transfer, by operation of law or otherwise, (b) permit to be the subject of any transaction described in clause (a) above, (c) enter into an agreement for any transaction described in clause (a) above, or (d) grant an option which or take any action which pursuant to the terms of any agreement to which Grantor is a party may result in any transaction described in clause (a) above of, the Mortgaged Property, or any legal, beneficial or equitable interest therein, other than any specific transfers permitted by the Credit Agreement (the foregoing, collectively or severally, "Transfer"). For purposes of this Deed of Trust, but without limiting the foregoing, (i) the issuance of any equity interest in Grantor (whether stock, partnership interest or otherwise) not in accordance with and pursuant to the Credit Agreement, shall be deemed a Transfer of the Mortgaged Property, (ii) a Transfer of all or substantially all of the assets of Grantor shall be deemed a Transfer of the Mortgaged Property, (iii) the execution and delivery of any documentation relating to a proposed zoning lot merger or the execution and delivery of any other documentation effecting or purporting to effect, or the taking or suffering of any other action effecting or purporting to effect, a transfer of, or the granting of a right to utilize, any development rights appurtenant to the Mortgaged Property shall be deemed a Transfer of the Mortgaged Property, and (iv) any person or legal representative of Grantor to whom Grantor's interest in the Mortgaged Property passes by operation of law, or otherwise, shall be bound by the provisions of this Deed of Trust. The provisions of this Section shall apply to each and every such Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein, regardless whether or not Beneficiary has consented to, or waived by its action or inaction its rights hereunder with respect to any previous Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein. SECTION 4.02.
Sample 1
AutoNDA by SimpleDocs
Continuous Ownership. Mortgagor acknowledges that the continuous ownership of the Premises by Mortgagor is of a material nature to the transaction hereinabove described and Mortgagee's agreement to create the Obligations. Mortgagor agrees that, except as otherwise permitted by Paragraph 6B(3) of the Note Agreements, Mortgagor will not sell, lease, transfer or otherwise dispose of the Premises, or any legal, beneficial or equitable interest therein.
Sample 1
Continuous Ownership. During the term of this Agreement following the Commencement Date and continuing thereafter until the Expiration Date, Home Depot or an affiliate of Home Depot shall continuously own the Property.
Sample 1
Continuous Ownership. Schedule 2 sets forth the respective dates of acquisition of the Owned Shares by the Principal Stockholder. The Principal Stockholder has Beneficially Owned the Owned Shares since the respective dates of acquisition of such Owned Shares as set forth on Schedule 2 and has not disposed of any Owned Shares since such respective acquisition dates.
Sample 1
Continuous Ownership. Schedule 2 sets forth the respective dates of acquisition of the Owned Shares and Preferred Stock by the Principal Stockholder. The Principal Stockholder has Beneficially Owned the Owned Shares and Preferred Stock since the respective dates of acquisition of such Owned Shares and Preferred Stock as set forth on Schedule 2 and has not disposed of any Owned Shares and Preferred Stock since such respective acquisition dates (other than conversion into other Owned Shares), and, assuming the accuracy of publicly available information regarding the Company's outstanding stock, the percentage of the stock of the Company owned by the Principal Stockholder (for purposes of section 382 of the Internal Revenue Code of 1986) has never been less than 50% since it first acquired Owned Shares or Preferred Shares. The Principal Stockholder agrees to indemnify and hold harmless Parent and Purchaser for any additional tax liabilities that arise out of or relate to any breach by the Principal Stockholder of the representations and warranties set forth in this Section 7(g) that causes the amount of net operating losses that are available to the Parent in any taxable period after the Merger to be less than the amount of net operating losses that would have been available if there were no such breach; provided, however, that in no event shall the liability of the Principal Stockholder under this Section 7(g) exceed the greater of (x) Four Million United States Dollars ($4,000,000) or (y) twenty-eight percent (28%) of the net proceeds received by the Principal Stockholder in the transaction contemplated by the Merger Agreement. Notwithstanding anything to the contrary in this Section 7(g), Parent shall engage Ernst & Young LLP ("ERNST & YOUNG") to perform a "Section 382 Analysis," to be completed within ninety (90) days after the closing of the Merger, and which shall, among other things, express the accounting firm's view as to whether an Ownership Change has occurred at any time prior to the Merger, and, if such analysis confirms that such an Ownership Change has not occurred, then the indemnification of Parent and Purchaser by the Principal Stockholder pursuant to this Section 7(g) shall terminate and the Principal Stockholder shall have no further liability under this Section 7(g). The Parent and the Principal Stockholder shall mutually cooperate fully and shall provide all information requested by Ernst & Young during the conduct of the Section 382 study. Such cooperation s...
Sample 1
Continuous Ownership. Grantor acknowledges that the continuous ownership of the Mortgaged Property by Grantor, except as otherwise permitted in the other Loan Documents, is of a material nature to the transaction hereinabove described and Beneficiary's agreement to create the Obligations. Without Beneficiary's prior written consent, Grantor will not, whether voluntarily or involuntarily, (a) sell, grant, convey, assign or otherwise transfer, by operation of law or otherwise, (b) permit to be the subject of any transaction 22
Sample 1
Continuous Ownership. Mortgagor acknowledges that the continuous ownership of the Mortgaged Property by Mortgagor, except as otherwise expressly permitted in Section 5.02(d) of the Credit Agreement, is of a material nature to the transaction hereinabove described and Mortgagee's agreement to create the Secured Obligations. Without Mortgagee's prior written consent, Mortgagor will not, whether voluntarily or involuntarily (other than as result of transfer described in Section 3.09 herein), (a) sell, grant, convey, assign or otherwise transfer, by operation of law or otherwise, (b) permit to be the subject of any transaction described in clause (a) above, (c) enter into an agreement for any transaction described in clause (a) above, or (d) grant an option which or take any action which pursuant to the terms of any agreement to which Mortgagor is a party may result in any transaction described in clause (a) above of, the Mortgaged Property, or any legal, beneficial or equitable interest therein (the foregoing, collectively or severally, "TRANSFER"), other than any specific Transfers expressly permitted by Section 5.02(d) of the Credit Agreement. The provisions of this Section shall apply to each and every such Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein, regardless whether or not Mortgagee has consented to, or waived by its action or inaction is rights hereunder with respect to any previous Transfer of all or any portion of the Mortgaged Property or any legal or equitable interest therein.
Sample 1
AutoNDA by SimpleDocs
Continuous Ownership. 15 ARTICLE V Defaults and Remedies
Sample 1

Related to Continuous Ownership

  • Continuous Operation The work week shall provide for continuous operation based on a seven (7) day week, twenty-four (24) hours per day.

  • Continuous Operations Any employee or group of employees engaged in an operation for which there is regularly scheduled employment on a twenty-four (24) hour a day, seven (7) day a week basis shall be known as continuous operations employees.

  • Continuous Employment For purposes of this Agreement, the continuous employment of the Grantee with the Company or a Subsidiary shall not be deemed to have been interrupted, and the Grantee shall not be deemed to have ceased to be an employee of the Company or Subsidiary, by reason of (a) the transfer of the Grantee’s employment among the Company and its Subsidiaries or (b) an approved leave of absence.

  • Continuous Service The Parties shall continue providing services to each other during the pendency of any dispute resolution procedure, and the Parties shall continue to perform their obligations (including making payments in accordance with Article IV, Section 4) in accordance with this Agreement.

  • Restriction on Continuous Offerings Notwithstanding the restrictions contained in Section 3.18.1, the Company, on behalf of itself and any successor entity, agrees that, without the prior written consent of the Representative, it will not, for a period of 12 months after the date of this Agreement, directly or indirectly in any “at-the-market” or continuous equity transaction, offer to sell, sell, contract to sell, grant any option to sell or otherwise dispose of shares of capital stock of the Company or any securities convertible into or exercisable or exchangeable for shares of capital stock of the Company.

  • Termination of Continuous Service Except as otherwise provided in this Section 3, the unvested portion of the award shall be forfeited as of the date (the “Termination Date”) that the Grantee actually ceases to provide services to the Company or any Affiliate in any capacity of Employee, Director or Consultant (irrespective of whether the Grantee continues to receive severance or any other continuation payments or benefits after such date) (such cessation of the provision of services by Grantee being referred to as “Service Termination”). A Service Termination shall not occur and Continuous Service shall not be considered interrupted in the case of (i) any approved leave of absence, (ii) transfers among the Company, any Subsidiary or Affiliate, or any successor, in any capacity of Employee, Director or Consultant, or (iii) any change in status as long as the individual remains in the service of the Company or a Subsidiary or Affiliate in any capacity of Employee, Director or Consultant.

  • Ownership Event In the reasonable judgment of Party A, on any day, the Share Amount for such day exceeds the Applicable Share Limit for such day (if any applies).

  • Calculation of Continuous Service For the purposes of this clause service shall be deemed to be continuous notwithstanding:

Time is Money Join Law Insider Premium to draft better contracts faster.