Cadim definition

Cadim and together with Vornado, the “Significant Shareholders”) prior to the Company Shareholders Meeting pursuant to which each Significant Shareholder agreed to vote its respective Common Shares to approve this Agreement and the REIT Merger or (II) such voting agreements had not been entered into and all of the Common Shares beneficially owned by each of the Significant Shareholders were not voted to approve this Agreement and the REIT Merger at the Company Shareholders Meeting, then, subject to the limitation set forth in the proviso to the first sentence of Section 7.2(b), the Company shall pay to Parent an amount equal to the actual out-of-pocket expenses of Parent or its affiliates incurred in connection with this Agreement and the transactions contemplated hereby (including all attorneys’, accountants’ and financing sources’ fees and expenses) but in no event in an amount greater than Three Million Dollars ($3,000,000) (the “Parent Expenses”). Any payment of the Parent Expenses pursuant to this Section 7.2(a) shall be made, as directed by Parent, by prompt wire transfer of immediately available funds, but in no event later than five (5) Business Days after the amount is due as provided herein; provided, that in any such event of the required payment of the Parent Expenses, Parent shall provide the Company with customary documentation or other reasonable support evidencing the incurrence of the Parent Expenses.
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Cadim has the meaning set forth in Section 7.2(a).
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Examples of Cadim in a sentence

  • In any event, Cadim shall be responsible for any breach of this Agreement by any of such Representatives.

  • Monetary penalties recovered should be in accordance with federal and State penalty policies, but never less than the economic benefit of non-compliance and a gravity-based penalty sufficient to deter further non-compliance.

  • The term "Evaluation Materials" does not include information which was or becomes available to Cadim or its Representatives on a non-confidential basis from a source other than the PGI Parties or any of their affiliates or any of their Representatives, provided that neither Cadim nor any of its Representatives is aware that such source is under an obligation (whether contractual, legal or fiduciary) to the PGI Parties to keep such information confidential.

  • If any of the PGI Parties or any of their Representatives violates paragraph 3 or paragraph 4(a), (b), (c) or (d) of this Agreement, then, as liquidated damages for the violation of such provisions, the PGI Parties (other than Primestone) shall pay to Cadim an amount equal to $5,000,000.

  • Primestone and the third party lender enter into a commercially reasonable intercreditor agreement acceptable to Cadim.

  • During the Due Diligence Period, the Parties will use their reasonable best efforts to prepare, negotiate and, if CDP and Cadim decide to proceed, execute all necessary agreements required to properly document this transaction, including the Transaction Documents and definitive agreements related to the Cadim PGI Loan and the Cadim Mezzanine Loan.

  • Cadim and the PGI Parties will promptly commence good faith negotiations concerning the implementation of the business combination transaction summarized in the MOU (the "PROPOSED TRANSACTION"), including the preparation and negotiation of the Transaction Documents to which one or more of the PGI Parties is a party.

  • Accordingly, and subject to the foregoing, the REIT hereby confirms that it has granted a waiver of the Ownership Limit as it applies to the Cadim Entities to the extent, and only to the extent, necessary to allow the Cadim Entities to become the beneficial owners of all or a portion of the Pledged Shares.

  • Except for those expenses paid by PGE pursuant to the PGE SSA, all expenses incurred by and fees payable to Cadim in connection with the Cadim PGI Loan, the Cadim Residential Newco Loan, the Cadim Mezzanine Loan, the Refinancing Loan and the Alternative Mezzanine Loan shall be paid to Cadim by PGI and Primestone, as applicable.

  • The REIT and the Partnership hereby grant a consent under the Confidentiality Agreement to permit the acquisition by the Cadim Entities of all or part of the Pledged Shares either directly or by virtue of purchasing the Loan Agreements or a participation therein.