Facilities Agreements Sample Clauses

Facilities Agreements. At the Closing, Newco and the J. Xxxxxxx Xxxxxx Family Trust dated 9/14/76, as amended, J. Xxxxxxx Xxxxxx, Xx., Trustee (the "Trust") shall enter into a Commercial Lease Agreement (the "New Facility Lease Agreement") in the form of Exhibit 4.11(a) attached hereto, pursuant to which the Trust shall agree to lease to Newco the real property located at 0000 00xx Xxxxxx, Xx. Xxxxxxxxxx, Xxxxxxx, and the facility (the "New Facility") located thereat. All obligations and duties of Newco under the New Facility Lease Agreement shall be guaranteed for the lease term by Cryolife pursuant to a Guaranty Agreement in the form of Exhibit 4.11(b) attached hereto to be executed at the Closing (the "New Facility Guaranty"). Upon issuance of a Certificate of Occupancy and substantial completion of the tenant improvements to be made to the New Facility as described in the New Facility Lease Agreement, J. Xxxxxxx Xxxxxx, Xx., M.D., shall release Newco from the lease agreement governing IFM's present facilities at 00000 00xx Xxxxxx Xxxxx, Xxxxxxxx Xxxx, Xxxxxxx 00000 (the "Present Facility").
Sample 1
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Facilities Agreements. H&R Block hereby agrees that, for a period of two years following the Closing, it will not terminate any of the sublease agreements in effect on the date of this Agreement between H&R Block or a H&R Block Entity, as sublessor, and CompuServe or a CompuServe Entity, as sublessee, governing the use by CompuServe or such CompuServe Entity of office space for the operation of communications processors and attendant equipment, provided, however, that H&R Block or such H&R Block Entity may terminate any such agreement in accordance with its terms if (i) H&R Block's or such H&R Block Entity's tenancy under the applicable master lease agreement is terminated at any time or (ii) CompuServe or such CompuServe Entity defaults in payment of rent reserved under such sublease or shall materially breach or violate any other term, covenant or condition of such sublease or of the applicable master lease agreement.
Sample 1
Facilities Agreements. During the Transition Period, Seller --------------------- will provide certain facilities and shared occupancy-related services to Buyer and Buyer will provide certain facilities and shared occupancy-related services to Seller, at the sites described on attached Supplement 1(a) upon the terms and conditions substantially in the form set forth in attached Supplement 1(b) (the "Facilities Agreements"). Seller and Buyer acknowledge that certain relocations, consolidations, and modifications to certain premises covered by the Facilities Agreements may be necessary in order to accomplish a functional separation of the respective operations of Seller and Buyer (the "Facilities Transition Activities"), and that the terms and conditions for such Facility Transition Activities will be set forth in the Facility Agreement for such premises. During the Transition Period, Seller and Buyer agree to use commercially reasonable efforts to facilitate a functional separation of their respective operations and complete the Transition Activities as soon as reasonably practicable. During the Transition Period, Seller and Buyer agree to cooperate in good faith to facilitate a smooth transition with minimal disruption to ongoing operations of both parties. If appropriate under the circumstances, a summary of any such anticipated Facilities Transition Activities, and the process and schedule therefore, shall be attached hereto as Supplement 1(c) (the "Facilities Transition Summary").
Sample 1
Facilities Agreements. On the Closing Date, the Buyer and the Seller shall execute and deliver an agreement (the "SHARED FACILITIES AGREEMENT"), with respect to facilities shared by the Packaging Business and the Seller's chemicals business at Xxxxx Xxxxxxxxx, Xxxxxx Xxxxxxx, Xxxxxxxx, Xxxxxxx, Laval, Quebec and Xxxx Xxxx, Xxxxxxx in order to coordinate the on-going operations at such facilities, coordinate the "de-linking" of the operations of the Packaging Business from the operations relating to the Seller's chemicals business at such facilities and provide certain transitional services on the terms and subject to the conditions set forth therein. The Shared Facilities Agreement is attached hereto as Annex D.
Sample 1
Facilities Agreements. Purchaser, upon request by Seller, shall have entered into each of the Facilities Agreements.
Sample 1
Facilities Agreements. Appropriate resources will be made available for shop stewards and Union reps to allow for the policing of this agreement and to allow for Union business to be carried out. Each employer to work with the Unions to agree terms for facilities agreements to be put in place, on a site by site and/or company by company basis. Union delegates with written authority from the Union should be entitled to visit jobs and shop stewards during working hours.
Sample 1
Facilities Agreements. Prior to the execution hereof, Seller has delivered to Buyer copies of the Facilities Agreements that cannot be terminated with prior notice of 30 days or less without payment of a premium or penalty.
Sample 1
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Related to Facilities Agreements

  • Guaranties, Collateral Documents and other Credit Documents At any time after the execution and delivery thereof, (i) the Guaranty for any reason, other than the satisfaction in full of all Obligations, shall cease to be in full force and effect (other than in accordance with its terms) or shall be declared to be null and void or any Guarantor shall repudiate its obligations thereunder, (ii) this Agreement or any Collateral Document ceases to be in full force and effect (other than by reason of a release of Collateral in accordance with the terms hereof or thereof or the satisfaction in full of the Obligations (other than Obligations in respect of any Hedge Agreement or Cash Management Agreement) in accordance with the terms hereof) or shall be declared null and void, or Collateral Agent shall not have or shall cease to have a valid and perfected Lien in any Collateral purported to be covered by the Collateral Documents with the priority required by the relevant Collateral Document, in each case for any reason other than the failure of Collateral Agent or any Secured Party to take any action within its control, or (iii) any Credit Party shall contest the validity or enforceability of any Credit Document in writing or deny in writing that it has any further liability, including with respect to future advances by Lenders, under any Credit Document to which it is a party or shall contest the validity or perfection of any Lien in any portion of the Collateral purported to be covered by the Collateral Documents, THEN, (1) upon the occurrence of any Event of Default described in Section 8.1(f) or 8.1(g) with respect to Borrower, automatically, and (2) upon the occurrence and during the continuance of any other Event of Default, at the request of (or with the consent of) Requisite Lenders, upon notice to Borrower by Administrative Agent, (A) the Revolving Commitments, if any, of each Lender having such Revolving Commitments and the obligation of Issuing Bank to issue any Letter of Credit shall immediately terminate; (B) each of the following shall immediately become due and payable, in each case without presentment, demand, protest or other requirements of any kind, all of which are hereby expressly waived by each Credit Party: (I) the unpaid principal amount of and accrued interest on the Loans, (II) an amount equal to the maximum amount that may at any time be drawn under all Letters of Credit then outstanding (regardless of whether any beneficiary under any such Letter of Credit shall have presented, or shall be entitled at such time to present, the drafts or other documents or certificates required to draw under such Letters of Credit), to be held as security for Borrower’s reimbursement Obligations in respect of Letters of Credit then outstanding and (III) all other Obligations (other than Hedge Agreements and Cash Management Agreements unless and to the extent such agreements are independently declared due and payable in accordance with their respective terms); provided, the foregoing shall not affect in any way the obligations of Lenders under Section 2.3(b)(v) or Section 2.4(e); and (C) Administrative Agent may cause Collateral Agent to enforce any and all Liens and security interests created pursuant to Collateral Documents.

  • Loan Documents, etc Each of the Loan Documents shall have been duly executed and delivered by the respective parties thereto, shall be in full force and effect and shall be in form and substance satisfactory to each of the Lenders. Each Lender shall have received a fully executed copy of each such document.

  • Guaranties, Collateral Documents and Other Loan Documents At any time after the execution and delivery thereof (i) any material Loan Guaranty for any reason ceasing to be in full force and effect (other than in accordance with its terms or as a result of the occurrence of the Termination Date) or being declared, by a court of competent jurisdiction, to be null and void or the repudiation in writing by any Loan Party of its obligations thereunder (other than as a result of the discharge of such Loan Party in accordance with the terms thereof and other than solely as a result of acts or omissions by the Administrative Agent or any Lender), (ii) this Agreement or any material Collateral Document ceasing to be in full force and effect (other than solely by reason of (x) the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or the failure of the Administrative Agent to file UCC (or equivalent) continuation statements, (y) a release of Collateral in accordance with the terms hereof or thereof or (z) the occurrence of the Termination Date or any other termination of such Collateral Document in accordance with the terms thereof) or being declared null and void or (iii) the contesting by any Loan Party of the validity or enforceability of any material provision of any Loan Document (or any Lien purported to be created by the Collateral Documents or Loan Guaranty) in writing or denial by any Loan Party in writing that it has any further liability (other than by reason of the occurrence of the Termination Date), including with respect to future advances by the Lenders, under any Loan Document to which it is a party; it being understood and agreed that the failure of the Administrative Agent to maintain possession of any Collateral actually delivered to it or file any UCC (or equivalent) continuation statement shall not result in an Event of Default under this clause (k) or any other provision of any Loan Document; or

  • Financing Agreements The School shall comply with Ch. 37D, HRS, relating to financing agreements. “Financing agreement” means any lease purchase agreement, installment sale agreement, loan agreement, line of credit or other agreement of the department or, with the approval of the director, and any agency, to finance the improvement, use or acquisition of real or personal property that is or will be owned or operated by one or more agencies of the State, the department or any agency, or to refinance previously executed financing agreements including certificates of participation relating thereto. The School shall not act as a guarantor of any such financing agreement.

  • Agreements, Etc Other than the Leases, the Seller has not entered into any contract or agreement with respect to the Property which will be binding on the Purchaser after the Closing other than contracts and agreements being assumed by the Purchaser or which are terminable upon thirty (30) days notice without payment of premium or penalty.

  • Secured Cash Management Agreements and Secured Hedge Agreements Except as otherwise expressly set forth herein, no Cash Management Bank or Hedge Bank that obtains the benefit of the provisions of Section 8.03, the Guaranty or any Collateral by virtue of the provisions hereof or any Collateral Document shall have any right to notice of any action or to consent to, direct or object to any action hereunder or under any other Loan Document or otherwise in respect of the Collateral (including the release or impairment of any Collateral) (or to notice of or to consent to any amendment, waiver or modification of the provisions hereof or of the Guaranty or any Collateral Document) other than in its capacity as a Lender and, in such case, only to the extent expressly provided in the Loan Documents. Notwithstanding any other provision of this Article IX to the contrary, the Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements except to the extent expressly provided herein and unless the Administrative Agent has received a Secured Party Designation Notice of such Secured Obligations, together with such supporting documentation as the Administrative Agent may request, from the applicable Cash Management Bank or Hedge Bank, as the case may be. The Administrative Agent shall not be required to verify the payment of, or that other satisfactory arrangements have been made with respect to, Secured Obligations arising under Secured Cash Management Agreements and Secured Hedge Agreements in the case of a Facility Termination Date.

  • Facility Documents Terminate, amend or otherwise modify any Facility Document or the Master Agency Agreement, or grant any waiver or consent thereunder, except in accordance with the terms thereof.

  • Agreements and Documents Parent shall have received the following agreements and documents, each of which shall be in full force and effect:

  • OTHER AGREEMENTS, ETC It is understood that any of the shareholders, Trustees, officers and employees of the Trust may be a partner, shareholder, director, officer or employee of, or be otherwise interested in, the Manager, and in any person controlled by or under common control with the Manager, and that the Manager and any person controlled by or under common control with the Manager may have an interest in the Trust. It is also understood that the Manager and persons controlled by or under common control with the Manager have and may have advisory, management service, distribution or other contracts with other organizations and persons, and may have other interests and businesses.

  • Agreements, Contracts and Commitments Neither Company nor any of its subsidiaries is a party to or is bound by:

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