SPA. (a) The Borrower shall promptly pay all amounts payable to the Seller under the SPA as and when they become due (except to the extent that any such amounts are being contested in good faith by a member of the Group and where adequate reserves are set aside for any such payment).
SPA. Except as expressly waived herein, the terms and provisions of the SPA shall continue in full force and effect. The SPA, as waived hereby, shall be binding upon the undersigned Investor and the Company and their respective assigns and successors.
SPA. Any claim for a breach of any covenants or undertakings of the Seller and/or its Affiliates hereunder or of any of the representations and warranties contained in this Agreement (if any) shall only be enforceable against the Seller and/or its Affiliates in accordance with Clause 13 of the SPA, and liability, and limitations on such liability, in respect of any breach of such covenants, undertakings, representations and warranties shall be determined solely in accordance with the terms of the SPA.
SPA. Other than as specifically set forth herein, the SPA shall remain in full force and effect.
SPA. Assuming the authorized and due execution and delivery of the SPA by the other parties thereto, the SPA constitutes a valid and legally binding obligation of Option Holder, enforceable against Option Holder in accordance with its terms, subject to the effect of applicable bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditor rights generally and subject to general principles of equity. The Arranger’s Option granted to Option Holder pursuant to Section 9.1 of the SPA represents a security that is immediately exercisable for Subject Shares.
SPA. The parties have entered into a separate letter agreement pursuant to which Lessor may hereafter construct and operate a spa on a portion of the Demised Premises. If and to the extent Lessor does elect to construct such spa in accordance with such letter, then in the absence of any superseding written agreement between Lessor and Lessee, such spa (the "Spa") and the land on which it is located shall not be part of the Demised Premises, and Lessor and its employees, agents, contractors and lawful users of the Spa shall have and enjoy a non-exclusive right, for the term of this Lease, (a) to use and enjoy all driveways, walkways, parking facilities, tennis courts, restaurant and open spaces now or hereafter located at the Demised Premises to the extent necessary or appropriate for the construction of Spa and/or for their use and enjoyment of the Spa, as applicable, and (b) in the case of Lessor, to erect, maintain and repair directional signage for the Spa at the Demised Premises so long as such signs conform to all applicable Legal Requirements, and are in the same locations as, and are similar in size and design to, existing signage at the Demised Premises, subject, however, in all cases to the reasonable restrictions imposed by Lessee upon all users of such facilities, and Lessee's right to relocate, remove, alter or demolish such facilities from time to time to the extent not prohibited under this Lease. Lessor shall indemnify and hold Lessee harmless from and against any and all loss, claim or damage which may be incurred by or threatened against Lessee as a result of, or in connection with, the exercise of its right to maintain and repair its signage hereunder or any negligence or wrongful conduct of Lessor or its employees, agents, Spa invitees and licensees on or with respect to the Demised Premises and agrees to maintain and keep in effect at all times during the term of this Lease, liability insurance policies relating to the Demised Premises in an amount not less than $5,000,000.
SPA. 22.25.1 The Borrower shall make all payments required to be made by it pursuant to the SPA in accordance with, and at the times specified in, the SPA.
SPA. The closing of the transactions contemplated by the SPA shall have occurred.
SPA. PRLX, T1, 2019-02-27 will maintain the quotation or listing of its Common Stock on the OTCBB, OTCQB, NYSE, or NASDAQ Stock Market (whichever of the foregoing is at the time the principal trading exchange or market for the Common Stock (the “Principal Market”), and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market, as applicable. The Company will provide Purchaser with copies of all notices it receives notifying the Company of the threatened and actual delisting of the Common Stock from any Principal Market. As of the date of this Agreement and the Closing Date, the OTCQB, is the Principal Market. Until the Note is no longer outstanding, the Company will continue the listing or quotation of the Common Stock on a Principal Market and will comply in all respects with the Company’s reporting, filing and other obligations under the bylaws or rules of the Principal Market.
SPA. The term “SPA” means that certain Securities Purchase Agreement dated as of October 15, 2013, by and between 1st Financial, FCB and UST.
