Parcel 200 Transaction Sample Clauses

Parcel 200 Transaction. Landlord, as the “Residual Party” (as defined in the Declaration), anticipates that, in connection with closing the construction loan satisfying the Closing Contingency, it will create Parcel 200 as an “Additional Parcel” (as defined in the Declaration) out of the Residual Parcel, as contemplated by Section 2.2 of the Declaration, by amending the Original Ground Lease to release Parcel 200 from the Original Ground Lease, designating an affiliate of Landlord as an “Additional Party” (as defined in the Declaration) to develop Parcel 200 (such affiliate of Landlord being called “Substitute Landlord”), and causing Ground Lessor to ground lease Parcel 200 to Substitute Landlord pursuant to an “Additional Ground Lease” (as defined in the Declaration) (such transaction being called the “Parcel 200 Transaction”). Upon the closing of the Parcel 200 Transaction, (a) Substitute Landlord shall be substituted for Landlord for all purposes of this Lease, and references in this Lease to Landlord shall be deemed to be references to Substitute Landlord, and (b) Substitute Landlord shall cause Ground Lessor, as Declarant under the Declaration, to allocate to Parcel 200, as contemplated by Section 9.3 of the Declaration, 197,402 square feet of the Aggregate Square Footage (as defined in Section 9.3 of the Declaration) presently allocated to the Residual Parcel. At such time, if any, that Landlord leases the Expansion to Tenant as contemplated by Section 2.9, if the Parcel 200 Transaction has then closed, Landlord shall cause Ground Lessor, as Declarant under the Declaration, to allocate to Parcel 200, as contemplated by Section 9.3 of the Declaration, an additional 46,080 square feet of the Aggregate Square Footage presently allocated to the Residual Parcel. The allocations of Aggregate Square Footage to Parcel 200 provided for above are based on the estimated Leasable Square Footage of the Building (197,402 square feet) and the Expansion (46,080 square feet), and upon determination of the actual Leasable Square Footage of the Building and, if applicable, the Expansion, appropriate reallocations of the Aggregate Square Footage shall be made.
Sample 1
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Related to Parcel 200 Transaction

  • Negotiated Transaction The provisions of this Agreement were negotiated by the parties hereto, and this Agreement shall be deemed to have been drafted by all of the parties hereto.

  • Portfolio Transactions The Manager is authorized to select the brokers or dealers that will execute the purchases and sales of portfolio securities for the Portfolio and is directed to use its best efforts to obtain the best available prices and most favorable executions, except as prescribed herein. It is understood that the Manager will not be deemed to have acted unlawfully, or to have breached a fiduciary duty to the Fund or to the Portfolio, or be in breach of any obligation owing to the Fund or to the Portfolio under this Agreement, or otherwise, solely by reason of its having caused the Portfolio to pay a member of a securities exchange, a broker, or a dealer a commission for effecting a securities transaction for the Portfolio in excess of the amount of commission another member of an exchange, broker, or dealer would have charged if the Manager determines in good faith that the commission paid was reasonable in relation to the brokerage or research services provided by such member, broker, or dealer, viewed in terms of that particular transaction or the Manager’s overall responsibilities with respect to its accounts, including the Fund, as to which it exercises investment discretion. The Manager will promptly communicate to the officers and directors of the Fund such information relating to transactions for the Portfolio as they may reasonably request.

  • Initial Transaction As conditions precedent to the initial Transaction, Buyer shall have received on or before the day of such initial Transaction the following, in form and substance satisfactory to Buyer and duly executed by Seller, Guarantor and each other party thereto:

  • Restructuring Transactions On the Effective Date, the Debtor, Newco, GP, Finance Co and Merger Co shall enter into the Consensual Transaction described in Section 3 of the Implementation Plan attached to the Transaction Support Agreement as Exhibit B. On the later of the Effective Date and the Merger Date, the Debtor and Merger Co will enter into a merger agreement under which the Debtor will merge with Merger Co, and following the merger, the Debtor will be the surviving and successor entity. The actions to implement this Plan and the Implementation Plan may include, in accordance with the consent rights in the Transaction Support Agreement: (a) the execution and delivery of appropriate agreements or other documents of merger, amalgamation, consolidation, restructuring, conversion, disposition, transfer, arrangement, continuance, dissolution, sale, purchase, or liquidation containing terms that are consistent with the terms of the Plan and the Transaction Support Agreement and that satisfy the applicable requirements of applicable law and any other terms to which the applicable Entities may agree; (b) the execution and delivery of appropriate instruments of transfer, assignment, assumption, or delegation of any asset, property, right, liability, debt, or obligation on terms consistent with the terms of the Plan and the Transaction Support Agreement and having other terms for which the applicable parties agree; (c) the filing of appropriate certificates or articles of incorporation, reincorporation, merger, consolidation, conversion, amalgamation, arrangement, continuance, or dissolution pursuant to applicable state or provincial law; (d) the execution and delivery of contracts or agreements, including, without limitation, transition services agreements, employment agreements, or such other agreements as may be deemed reasonably necessary to effectuate the Plan in accordance with the Transaction Support Agreement; and (e) all other actions that the applicable Entities determine to be necessary, including making filings or recordings that may be required by applicable law in connection with the Plan.

  • Acquisition Transaction 7.2 (a) Agreement ........................

  • Acquisition Transactions The Company shall provide the holder of this Warrant with at least twenty (20) days’ written notice prior to closing thereof of the terms and conditions of any of the following transactions (to the extent the Company has notice thereof): (i) the sale, lease, exchange, conveyance or other disposition of all or substantially all of the Company’s property or business, or (ii) its merger into or consolidation with any other corporation (other than a wholly-owned subsidiary of the Company), or any transaction (including a merger or other reorganization) or series of related transactions, in which more than 50% of the voting power of the Company is disposed of.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Principal Transactions In connection with purchases or sales of securities for the account of a Fund, neither the Adviser nor any of its directors, officers or employees will act as a principal or agent or receive any commission except as permitted by the 1940 Act.

  • Unusual Transactions All Accounts have been originated by the Grantors and all Inventory has been acquired by the Grantors in the ordinary course of business.

  • Consolidation Merger Sale Conveyance and Lease SECTION 10.01. Company May Consolidate, etc.,

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