Budget For Tenant Improvements A preliminary detailed breakdown by trade of the costs incurred or that will be incurred in connection with the design and construction of the Tenant Improvements is set forth on Schedule 3 attached hereto (the “Budget”). The Budget is based upon the TI Construction Drawings approved by Tenant and shall include a payment to Landlord of administrative rent (“Administrative Rent”) equal to 1.5% of the TI Costs, which Administrative Rent shall include, without limitation, all out-of-pocket costs, expenses and fees incurred by or on behalf of Landlord arising from, out of, or in connection with monitoring the construction of the Tenant Improvements and Changes, and shall be payable out of the TI Fund. Landlord shall provide Tenant with a final Budget promptly following approval of the TI Construction Drawings by Landlord and Tenant. The Budget shall be subject to Tenant’s review and approval which approval shall not be unreasonably withheld, conditioned or delayed by Tenant. Tenant shall have the right to approve any use of the contingency in the Budget by Landlord; provided, however, that, Tenant’s approval shall not be unreasonably withheld, conditioned or delayed, and the contingency shall not be available for use by Tenant for any Changes until all unforeseen conditions, changes to resulting from governmental agencies and the like have first been paid for out of the contingency.
Governmental Regulations, Etc (a) No part of the proceeds of the Loans will be used, directly or indirectly, for the purpose of purchasing or carrying any “margin stock” in violation of Regulation U. If requested by any Lender or the Administrative Agent, the Borrower will furnish to the Administrative Agent and each Lender a statement to the foregoing effect in conformity with the requirements of FR Form U-1 referred to in said Regulation U. No indebtedness being reduced or retired out of the proceeds of the Loans was or will be incurred for the purpose of purchasing or carrying any margin stock within the meaning and in violation of Regulation U or any “margin security” within the meaning and in violation of Regulation T. “Margin stock” within the meanings of Regulation U does not constitute more than 25% of the value of the consolidated assets of the Borrower and its Subsidiaries. None of the transactions contemplated by this Credit Agreement (including, without limitation, the direct or indirect use of the proceeds of the Loans) will violate or result in a violation of the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, or regulations issued pursuant thereto, or Regulation T, U or X.
Work in Progress Upon any such early termination of the license granted hereunder in accordance with this Agreement, Licensee shall be entitled to finish any work-in-progress and to sell any completed inventory of a Licensed Product covered by such license which remain on hand as of the date of the termination, so long as Licensee pays to Scripps the royalties applicable to said subsequent sales in accordance with the terms and conditions as set forth in this Agreement, provided that no such sales shall be permitted after the expiration of six (6) months after the date of termination.
Presentation of Potential Target Businesses The Company shall cause each of the Initial Shareholders to agree that, in order to minimize potential conflicts of interest which may arise from multiple affiliations, the Initial Shareholders will present to the Company for its consideration, prior to presentation to any other person or company, any suitable opportunity to acquire an operating business, until the earlier of the consummation by the Company of a Business Combination or the liquidation of the Company, subject to any pre-existing fiduciary obligations the Initial Shareholders might have.
BUILDING PLANNING If Landlord requires the Premises for use by another ------------------ tenant or for other reasons connected with the Building planning program, then Landlord shall have the right, upon sixty (60) days' prior written notice to Tenant, to relocate the Premises to other space in the Building of substantially similar size as the Premises, and with tenant improvements of substantially similar age, quality and layout as then existing in the Premises. In the event of any such relocation, Landlord shall pay for the cost of providing substantially similar tenant improvements (but not any furniture or personal property), and Landlord shall reimburse Tenant, within thirty (30) days after Landlord's receipt of invoices and paid receipts, for the reasonable moving, telephone installation and stationery reprinting costs actually paid for by Tenant in connection with such relocation. If Landlord so relocates Tenant, the terms and conditions of this Lease shall remain in full force and effect and apply to the new space, except that (a) a revised Exhibit "B" shall become part ---------- of this Lease and shall reflect the location of the new space, (b) Paragraph 1 of this Lease shall be amended to include and state all correct data as to the new space, and (c) such new space shall thereafter be deemed to be the "Premises". Notwithstanding the foregoing provisions of this Paragraph 29 to the contrary, if the new space contains more Rentable Square Feet than the original Premises, Tenant shall not be obligated to pay any more Annual Basic Rent or Excess Expenses than otherwise applicable to the original Premises. Landlord and Tenant agree to cooperate fully in order to minimize the inconvenience of Tenant resulting from such relocation.
Assisted Living Facility Regulation If the Mortgaged Property is operated as an assisted living facility, to Seller's knowledge (a) the related Mortgagor is in compliance in all material respects with all federal and state laws applicable to the use and operation of the related Mortgaged Property and (b) if the operator of the Mortgaged Property participates in Medicare or Medicaid programs, the facility is in compliance in all material respects with the requirements for participation in such programs.
Condominiums/Planned Unit Developments If the Mortgaged Property is a condominium unit or a planned unit development (other than a de minimis planned unit development) such condominium or planned unit development project such Mortgage Loan was originated in accordance with, and the Mortgaged Property meets the guidelines set forth in the Originator's Underwriting Guidelines;
Occupancy After Foreclosure Any sale of the Mortgaged Property or any part thereof will divest all right, title and interest of Mortgagor in and to the property sold. Subject to applicable law, any purchaser at a foreclosure sale will receive immediate possession of the property purchased. If Mortgagor retains possession of such property or any part thereof subsequent to such sale, Mortgagor will be considered a tenant at sufferance of the purchaser, and will, if Mortgagor remains in possession after demand to remove, be subject to eviction and removal, forcible or otherwise, with or without process of law.
Phase II The parties acknowledge that this Agreement is not exclusive and GPPC shall have the right to provide consulting services regarding the marketing of the DCC services of Member, GPPC, any of GPPC’s Affiliates, or of any third party, subject to the provisions of Section 5.4 above. During the Term of this Agreement, GPPC may choose to develop the functionality of its own processing platform, or use a third person’s processing platform to enable GPPC to support certain functions in the clearing and settlement of DCC Transactions (“Phase II”). At such time as it is ready to begin implementing Phase II, GPPC shall inform Planet Payment of its plans and the parties shall discuss how Phase II may be integrated into the Acquirer Program. Nothing herein shall prohibit GPPC from implementing Phase II, and Planet Payment agrees that it will use its commercially reasonable efforts to provide assistance to GPPC to implement Phase II, provided that Planet Payment shall not have any obligation whatsoever to assist GPPC in any way in specifying, designing or implementing functions similar to any of Planet Payment’s functions provided hereunder relating to the conversion, calculation, reporting or reconciliation of cross-currency Transactions. Nothing herein shall oblige Planet Payment to disclose, transfer or license any of its IP to GPPC for the purposes of Phase II. Planet Payment shall not charge GPPC for such assistance, unless GPPC requests modifications or enhancements to the Planet Payment Platform to facilitate Phase II, in which case Planet Payment shall only charge GPPC for its actual and out of pocket costs incurred in connection with such modifications or enhancements. The parties shall use good faith efforts to modify the parties’ respective obligations under this Agreement relating to processing of Transactions (but without any change to their respective Revenue Shares) to reflect the reallocation of their respective functions following implementation of Phase II.
Planning Act This Agreement shall be effective to create an interest in the property only if the Vendor complies with the subdivision control provisions of the Planning Act by Closing and the Vendor covenants to proceed diligently at his expense to obtain any necessary consent by Closing.
