Exceptions to Representations and Warranties. Exceptions to Rep 8 -------------------------------------------------------------------------------- Loans Description of Exception -------------------------------------------------------------------------------- 010-1149 Walgreen's - Chelmsford For each Mortgage Loan listed to the 010-1161 Walgreen's - Carrollton, GA left, a tenant has a right of first 010-1168 Northern Lights Crossings refusal to purchase the related 010-1170 Grenoble Shopping Center Mortgaged Property. The right of first refusal is subordinate to the mortgage and is not exercisable in a foreclosure sale. -------------------------------------------------------------------------------- Exceptions to Rep 11 -------------------------------------------------------------------------------- Loans Description of Exception -------------------------------------------------------------------------------- 010-1170 Grenoble Shopping Center Borrower is allowed to perform immediate repairs over a three year period, with specified repairs to be completed by June 30, 2005, June 30, 2006, and June 30, 2007. Therefore, the borrower was only required to deposit $40,000 at closing into an immediate repairs escrow, and thereafter to deposit $3,500 per month for 30 months into the immediate repairs escrow. The repairs to be completed by June 30, 2005 are estimated to cost $39,699 and the balance of the escrow at that time will be approximately $61,000. The repairs to be completed by June 30, 2006 are estimated to cost $36,542 and the balance of the escrow at that time will be approximately $61,000. The repairs to be completed by June 30, 2007 are estimated to cost $64,722 and the balance of the escrow at that time will be approximately $66,500. -------------------------------------------------------------------------------- 010-1172 Darden Restaurant (Pad) Lender did not require an engineering report as the Mortgaged Property consists of land only and the related borrower does not own the improvements. -------------------------------------------------------------------------------- Exceptions to Rep 13 -------------------------------------------------------------------------------- Loans Description of Exception -------------------------------------------------------------------------------- All Loans All insurance requirements specified under each Mortgage may not as of the date of origination or thereafter have been required to be satisfied in every respect; however, the coverages specifically enumerated in...
Exceptions to Representations and Warranties. Notwithstanding anything to the contrary in this Agreement, (i) Eldorado and Buyer agree and acknowledge that certain Governmental Approvals may be required to consummate the Transactions, (ii) Eldorado and Buyer shall cooperate with each other in accordance with the provisions of Section 8.5 hereof and (iii) so long as a party complies with its obligations under Section 8.5, the failure to obtain such Governmental Approvals shall not be a default by such party under this Agreement or a breach of such party’s respective representations or warranties.
Exceptions to Representations and Warranties. (a) On or before the date hereof, D&N has delivered to Republic and Republic has delivered to D&N its respective Disclosure Schedule setting forth, among other things, exceptions to any and all of its representations and warranties in Article II, provided that each exception set forth in a Disclosure Schedule shall be deemed disclosed for purposes of all representations and warranties if such exception is contained in a section of the Disclosure Schedule corresponding to a Section in Article II and provided further that (i) no such exception is required to be set forth in a Disclosure Schedule if its absence would not result in the related representation or warranty being deemed untrue or incorrect under the standard established by Section 2.23(b) and (ii) the mere inclusion of an exception in a Disclosure Schedule shall not be deemed an admission by a party that such exception represents a material fact, event or circumstance or would result in a material adverse effect or material adverse change.
Exceptions to Representations and Warranties. Exceptions to Representation 8 ------------------------------ Loans Description of Exception ----- ------------------------
Exceptions to Representations and Warranties. 12.2.1: [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. [***] CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. FIRST AMENDMENT TO COLLABORATION AGREEMENT This first amendment (the “First Amendment”) to the Agreement (as defined below), is entered into as of May 6, 2016 (the “Amendment Effective Date”), by and between Surface Oncology, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Surface”), and Novartis Institutes for BioMedical Research, Inc., a corporation organized and existing under the Laws of the State of Delaware (“Novartis”).
Exceptions to Representations and Warranties. Schedule 16 to the Master Agreement is hereby supplemented with Schedule 16.1 attached hereto.
Exceptions to Representations and Warranties. Pursuant to Section 5(b) of the Amendment of which this Schedule is a part and is incorporated by reference herein, the Company has agreed to prepay the Notes in an aggregate principal amount equal to $3.5 million on or prior to March 31, 2010 in the event neither a Qualified Public Offering nor the sale of Xxxxxx City occurs. Such prepayment, in the absence of a waiver by each Noteholder regarding such optional prepayment on or prior to the date of prepayment, could be deemed a conflict under the terms of the Securities Purchase Agreement solely as a result of the failure of the Company to comply with the 5% Minimum Requirement in connection with such prepayment. The Company’s representations are qualified in their entirety by reference to such conflict described in Section 5(b) of the Amendment. To the knowledge of the Company, the failure of the Company to comply with the 5% Minimum Requirement in connection with the prepayment of the Notes contemplated by Section 5(b) of the Amendment would not result in the breach of any representation or warranty contained in Section 4 of the Securities Purchase Agreement, except with respect to Section 4.6(a)(i) thereof to the extent that Section 5(b) of the Amendment is deemed to constitute a conflict with the 5% Minimum Requirement set forth in the Securities Purchase Agreement.
Exceptions to Representations and Warranties. 1. COREG® US AGREEMENT BY AND BETWEEN SMITHKLINE BXXXXXX CORPORATION, SMITHKLINE BXXXXXX PLC AND HXXXXXXX-XX XXXXX LTD., DATED AUGUST 30, 2000 WHEREBY ROCHE HAS GRANTED GSK RIGHTS TO CARVEDILOL IN THE US AND CANADA AND GSK HAS THE OBLIGATION TO OFFER ROCHE A SUBLICENSE TO THE PRODUCT FOR THE ROCHE TERRITORY. CONFIDENTIAL TREATMENT REQUESTED [***] – THE CONFIDENTIAL PORTION OF THIS AGREEMENT WHICH HAS BEEN REDACTED IS MARKEED WITH BRACKETS (“[***]”). THE OMITTED MATERIAL HAS BEEN FILED SEPARATELY WITH THE UNITED STATES SECURITIES AND EXCHANGE COMMISSION. SCHEDULE 7.3 Press Release GlaxoSmithKline and Flamel Technologies Announce License Agreement LONDON, England and LYON, France March 28, 2003 GlaxoSmithKline (LSE and NYSE:GSK - news) and Flamel Technologies S.A. (NASDAQ:FLML - news) announced today that they have entered into an agreement whereby Flamel has licensed its controlled-release Micropump® technology to GlaxoSmithKline (`GSK') to develop a new formulation for an undisclosed existing product. Flamel will receive an upfront payment of $2M and additional milestone payments upon achievement of certain events, and royalties on sales of the product. Based on the continued successful development and commercialisation of this formulation, GSK and Flamel estimate that payments to Flamel could range up to $45 million by the end of the first year following launch, of which $25M is attributable to the product reaching certain milestones. Flamel may also participate in the manufacture of product. Additional terms of the agreement have not been disclosed. Gxxxxx Xxxxx, PhD., president and chief executive officer of Flamel, said "We are very excited about this new development agreement with GSK. We are confident of the potential of Micropump technology for these large, and still growing, markets. This additional agreement further demonstrates the interest of major worldwide pharmaceutical companies in our versatile technology platforms. Moreover, this is our second license agreement with GSK within the past nine months, based on Micropump technology. It confirms the common interest of the two companies to work together. I am very pleased and proud to see GSK, one of the world's premier pharmaceutical companies, expand its relationship with Flamel." Lxxxxx Xxxxxxxxx, DVM., PhD., FRCPath, Head of the Cardiovascular, Metabolic and Urology Therapeutic Areas, GSK, added, "This collaboration will help us to maintain our leadership in product research and development....
Exceptions to Representations and Warranties. 1. With respect to Sections 3.1.4 and 3.1.43, the following litigation:
Exceptions to Representations and Warranties. 1. The Developer is a limited partnership, created and registered under the Partnership Act of British Columbia, as represented by its General Partner, Whistler Blackcomb Holdings Inc., a corporation duly organized and existing under the laws of the Province of British Columbia.
