Status of Various Agreements Sample Clauses

Status of Various Agreements. Xxxxxx represents and warrants to Lender and BOA that (i) no default or event of default exists under any of the Credit Documents, the Dealer Agreements, the Lease or the Sublease and (ii) no event has occurred and no condition exists which, with the giving of notice or lapse of time, or both, would constitute a default or event of default under any of the Credit Documents, the Dealer Agreements, the Lease or the Sublease.
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Status of Various Agreements. The Buyer understands that the Seller initially acquired the Patent from the University of Alabama in Huntsville (“UAH”) pursuant to a Patent Assignment Agreement, a copy of which is attached hereto as Exhibit E (the “UAH Patent Assignment”). The Buyer acknowledges that it is acquiring the Patent hereunder subject in all respects to the UAH Patent Assignment. The Buyer further understands that the Seller had sub-licensed the Patent pursuant to a Revised Amended and Restated Technology License Agreement between the Seller and Bio-Products International, Inc. (“BPI”), dated August 19, 2005, a copy of which is attached hereto as Exhibit F (the “BPI License Agreement”). Although the Seller believes that the BPI License Agreement is no longer effective, the Buyer acknowledges that the Seller is making no representations or warranties with respect to the status of such agreement, and that if such agreement is in effect, the Buyer is acquiring the Acquired Patent subject in all respects thereto. The Buyer further acknowledges that the use of the Acquired Patent is subject to a license agreement between UAH and BPI (the “Main License Agreement”). In this regard, the Buyer acknowledges that it is acquiring the Acquired Patent subject to an exclusive worldwide license and subject to any other licenses and sub-licenses that the holder of such license may have granted.
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Status of Various Agreements. Harvey represents and warrants xx Xxxder and BOA that (i) no default or event of default exists under any of the Credit Documents, the Dealer Agreements, the New York Lease or the Greenwich Sublease and (ii) no event has occurred and no condition exists which, with the giving of notice or lapse of time, or both, would constitute a default or event of default under any of the Credit Documents, the Dealer Agreements, the New York Lease or the Greenwich Sublease.
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Related to Status of Various Agreements

  • Letter Agreements The Company shall not take any action or omit to take any action which would cause a breach of any of the Letter Agreements executed and will not allow any amendments to, or waivers of, such Letter Agreements without the prior written consent of the Representative.

  • Retention Agreements The parties agree and acknowledge that the obligations due to each of Xxxx Xxxxxx, Xxx Xxxx, Xxxx Xxxxx, Xxx Xxxxx and Xxxxxx X. Xxxxxxxxxx pursuant to the Retention Agreements shall not be due and payable until such amounts are due under such Retention Agreements and that, notwithstanding the foregoing, such amounts shall be deducted from the Aggregate Merger Consideration at the Closing as Company Transaction Expenses and paid by the Surviving Corporation when due under the Retention Agreements. Parent agrees to cause the Surviving Corporation to transmit any amounts deducted from the Effective Date Aggregate Merger Consideration with respect to the Retention Agreements that, after the Closing, no longer will become due or payable in accordance with the terms of the Retention Agreements as determined in good faith by the Surviving Corporation, plus an amount equal to three and 15/100 percent (3.15%) interest compounding annually on the obligations due pursuant to the Retention Agreements (collectively, the “Unused Retention Amount”) to the Stockholders’ Representative for distribution to the Stockholders.

  • Modification Agreements The Servicer or the related Subservicer, as the case may be, shall be entitled to (A) execute assumption agreements, substitution agreements, and instruments of satisfaction or cancellation or of partial or full release or discharge, or any other document contemplated by this Servicing Agreement and other comparable instruments with respect to the Mortgage Loans and with respect to the Mortgaged Properties subject to the Mortgages (and the Company shall promptly execute any such documents on request of the Servicer) and (B) approve the granting of an easement thereon in favor of another Person, any alteration or demolition of the related Mortgaged Property or other similar matters, if it has determined, exercising its good faith business judgment in the same manner as it would if it were the owner of the related Mortgage Loan, that the security for, and the timely and full collectability of, such Mortgage Loan would not be adversely affected thereby. A partial release pursuant to this Section 3.05 shall be permitted only if the Combined Loan-to-Value Ratio for such Mortgage Loan after such partial release does not exceed the Combined Loan-to-Value Ratio for such Mortgage Loan as of the Cut-Off Date. Any fee collected by the Servicer or the related Subservicer for processing such request will be retained by the Servicer or such Subservicer as additional servicing compensation.

  • Previous Agreements This Agreement supersedes all prior oral and written agreements between the Officer and Umpqua, or any affiliates or representatives of Umpqua regarding the subject matters set forth herein.

  • Acquisition Agreements If the Equipment is subject to any Acquisition Agreement, Lessee, as part of this lease, transfers and assigns to Lessor all of its rights, but none of its obligations (except for Lessee's obligation to pay for the Equipment conditioned upon Lessee's acceptance in accordance with Paragraph 6), in and to the Acquisition Agreement, including but not limited to the right to take title to the Equipment. Lessee shall indemnify and hold Lessor harmless in accordance with Paragraph 19 from any liability resulting from any Acquisition Agreement as well as liabilities resulting from any Acquisition Agreement Lessor is required to enter into on behalf of Lessee or with Lessee for purposes of this lease.

  • Shareholder Agreements As a material inducement to Parent to enter into this Agreement, and simultaneously with, the execution of this Agreement, each Shareholder (as defined herein) is entering into an agreement, in the form of Annex A hereto (collectively, the "Shareholder Agreements") pursuant to which they have agreed, among other things, to vote their shares of Company Common Stock in favor of this Agreement.

  • Certain Additional Agreements If any Registration Statement or comparable statement under state blue sky laws refers to any Holder by name or otherwise as the Holder of any securities of the Company, then such Holder shall have the right to require (a) the insertion therein of language, in form and substance satisfactory to such Holder and the Company, to the effect that the holding by such Holder of such securities is not to be construed as a recommendation by such Holder of the investment quality of the Company’s securities covered thereby and that such holding does not imply that such Holder will assist in meeting any future financial requirements of the Company, or (b) in the event that such reference to such Holder by name or otherwise is not in the judgment of the Company required by the Securities Act or any similar federal statute or any state blue sky or securities law then in force, the deletion of the reference to such Holder.

  • Certain Agreements Without the prior written consent of the Administrator and the Majority Purchaser Agents, the Seller will not amend, modify, waive, revoke or terminate any Transaction Document to which it is a party or any provision of the Seller’s organizational documents which requires the consent of the “Independent Manager”.

  • Assumption and Modification Agreements When a Mortgaged Property has been or is about to be conveyed by the Mortgagor, the Servicer shall, to the extent it has knowledge of such conveyance or prospective conveyance, exercise its rights to accelerate the maturity of the related Mortgage Loan under any “due-on-sale” clause contained in the related Mortgage or Mortgage Note; provided, however, that the Servicer shall not exercise any such right if (i) the “due-on-sale” clause, in the reasonable belief of the Servicer, is not enforceable under applicable law or (ii) the Servicer reasonably believes that to permit an assumption of the Mortgage Loan would not materially and adversely affect the interest of the Noteholders. In such event, the Servicer shall enter into an assumption and modification agreement with the Person to whom such property has been or is about to be conveyed, pursuant to which such Person becomes liable under the Mortgage Note and, unless prohibited by applicable law or the mortgage documents, the Mortgagor remains liable thereon. If the foregoing is not permitted under applicable law, the Servicer is authorized to enter into a substitution of liability agreement with such Person, pursuant to which the original Mortgagor is released from liability and such Person is substituted as Mortgagor and becomes liable under the Mortgage Note. The Mortgage Loan, if assumed, shall conform in all respects to the requirements and representations and warranties of this Agreement. The Servicer shall notify the Indenture Trustee that any applicable assumption or substitution agreement has been completed by forwarding to the Indenture Trustee the original copy of such assumption or substitution agreement, which copy shall be added by the Indenture Trustee to the related Indenture Trustee’s Mortgage File and which shall, for all purposes, be considered a part of such Indenture Trustee’s Mortgage File to the same extent as all other documents and instruments constituting a part thereof. The Servicer shall be responsible for promptly recording any such assumption or substitution agreements. In connection with any such assumption or substitution agreement, the required monthly payment on the related Mortgage Loan shall not be changed but shall remain as in effect immediately prior to the assumption or substitution, the stated maturity or outstanding Principal Balance of such Mortgage Loan shall not be changed, the Mortgage Interest Rate shall not be changed nor shall any required monthly payments of principal or interest be deferred or forgiven. Any fee collected by the Servicer for consenting to any such conveyance or entering into an assumption or substitution agreement shall be retained by or paid to the Servicer as additional servicing compensation. Notwithstanding the foregoing paragraph or any other provision of this Agreement, the Servicer shall not be deemed to be in default, breach or any other violation of its obligations hereunder by reason of any assumption of a Mortgage Loan by operation of law or any assumption which the Servicer may be restricted by law from preventing, for any reason whatsoever.

  • Incorporation of Prior Agreements; Modifications This Lease is the only agreement between the parties pertaining to the lease of the Property and no other agreements are effective. All amendments to this Lease shall be in writing and signed by all parties. Any other attempted amendment shall be void.

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