To Purchaser. If the Parties so agree, they shall thereafter negotiate in good faith the agreement for the additional multi-hearth furnace(s). Purchaser’s first right of refusal granted under this Article 3 is one and the same with Purchaser’s first right of refusal granted under Article 3 of each of the other Multi-Hearth Furnace Contracts.
To Purchaser. The acceptance of the deed at Closing, shall be deemed to be full performance of, and discharge of, every agreement and obligation on Seller's part to be performed under this Purchase Contract, except for those that this Purchase Contract specifically provides shall survive Closing. 184.108.40.206A Xxxx of Sale without recourse or warranty in the form attached as Exhibit 220.127.116.11 covering all Property Contracts, Commercial Leases, Permits (other than Excluded Permits) and Fixtures and Tangible Personal Property required to be transferred to Purchaser with respect to such Property. Purchaser shall countersign the same so as to effect an assumption by Purchaser, including, without limitation, of Seller's obligations thereunder. 18.104.22.168An Assignment (to the extent assignable and in force and effect) without recourse or warranty in the form attached as Exhibit 22.214.171.124 of all of Seller's right, title and interest in and to the Miscellaneous Property Assets, subject to any required consents. Purchaser shall countersign the same so as to effect an assumption by Purchaser, including, without limitation, of Seller's obligations thereunder. 126.96.36.199A closing statement executed by Seller. 188.8.131.52A vendor's affidavit or at Seller's option an indemnity, as applicable, in the customary form reasonably acceptable to Seller to enable Title Insurer to delete the standard exceptions, (other than matters constituting any Permitted Exceptions to the title insurance policy set forth in this Purchase Contract and matters which are to be completed or performed post-Closing) to be issued pursuant to the Title Commitments; provided that such affidavit does not subject Seller to any greater liability, or impose any additional obligations, other than as set forth in this Purchase Contract. 184.108.40.206A certification of Seller's non-foreign status pursuant to Section 1445 of the Internal Revenue Code of 1986, as amended. 220.127.116.11A California 590-RE Withholding Exemption Certificate for Real Estate Sales properly executed by Seller. 18.104.22.168A letter (in a form that meets with Purchaser's reasonable satisfaction), duly executed by Seller, advising the tenants under the Commercial Leases of the change in ownership of the Property. 22.214.171.124All keys to the Property which are in Seller's possession. 126.96.36.199 The most current rent roll and a schedule updating the Lease Schedule, Purchaser hereby agreeing that any representations or warranties contained within such rent roll or Lease Schedule shall not surv...
To Purchaser. Aradigm hereby grants to Purchaser a non-exclusive, fully-paid, world-wide, perpetual, irrevocable, transferable, sublicensable license to fully exercise any Intellectual Property Rights that are (i) owned, controlled or employed by Aradigm at any time prior to the Closing (or that arises thereafter to the extent covering Technology created, owned, controlled or employed by Aradigm prior to the Closing), (ii) necessary or useful for the operation of the Business and (iii) not included in the Assigned Assets that are actually assigned to Purchaser.
To Purchaser. As of the Effective Date, there are no leases or occupancy agreements in effect at the Projects other than the Leases set forth in Exhibit 1.1.51. None of the Leases violates any exclusive rights granted to any other tenant or any prohibitions contained in any other Lease. As of the Closing Date, no Leases shall exist at the Property other than the Leases set forth in Exhibit 1.1.51 and leases executed pursuant to Section 5.4. The foregoing does not constitute a representation or warranty that all of the Leases set forth in Exhibit 1.1.51 will be in effect on the Closing Date.
To Purchaser. If Purchaser and Seller's Agent are unable to agree upon the Priced Inventory Report within 10 days after Seller's Agent and Purchaser have received the Priced Inventory Report, the Priced Inventory Report shall be determined an independent accounting firm selected by Seller and Purchaser, whose determination shall be final and binding upon Seller and Purchaser. Within 30 days after the final determination of the purchase price for the Inventory, Purchaser shall pay said amount by check to Seller's Agent.