ADA Settlement Agreement Sample Clauses

ADA Settlement Agreement. CSU acknowledges that it is aware of and has received a copy of the ADA Settlement Agreement. From and after the Closing, CSU shall assume and perform all ofthe City’s obligations under the ADA Settlement Agreement. CSU acknowledges and agrees that from and after the Closing, CSU shall act as the successor and assignee of the City under and pursuant to the terms of the ADA Settlement Agreement. The City shall deliver to CSU copies of any notice, written demand, written request or other correspondence received from Plaintif ’s Representative concerning the ADA Settlement Agreement within five (5) Business Days ofthe City’s receipt ofthe same. The terms of this Section shall survive the Closing.
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ADA Settlement Agreement. The Settlement Agreement and Mutual Release dated February 12, 2001, as amended by the First Amendment thereto dated September 2, 2005, in the matter of Xxxxxxx Xxxxxx, et al. v. City of San Diego, et al., U.S. District Court Case No. 97-cv-1547 BTM (LSP), relating to alleged violations of the Americans with Disabilities Act with respect to the operation and maintenance of the Existing Stadium.
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ADA Settlement Agreement. Sellers shall use commercially reasonable efforts, at Sellers’ sole cost and expense, to complete, or cause to be completed, all modifications and accommodations to, or renovations and remodeling of, the Station Property currently known as Corner Store #3074 and located at 0000 Xxxx Xxxxx Boulevard, Bakersfield, California that are required to carry out, perform, satisfy and discharge in full CST CA’s obligations under the ADA Settlement Agreement, including the modifications and accommodations to, or renovations and remodeling of such Station Property described in Schedule 5.14. In the event that such work is not completed by the applicable CIC Conversion Date, Sellers shall complete, or cause to be completed, such work following such CIC Conversion Date pursuant to an access agreement in a form mutually agreeable to the Parties. Sellers shall complete, or cause to be completed, such work in accordance with Schedule 5.14 at Sellers’ sole cost and expense and shall deliver to Buyers evidence thereof promptly after such completion.
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ADA Settlement Agreement. “ADA Settlement Agreement” means that certain settlement agreement affecting the Hotel dated June 29, 2009.
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ADA Settlement Agreement. Seller shall cause the remediation obligations set forth in Section 3 of the ADA Settlement Agreement (the “Remediation Work”) to be completed in accordance with the terms of the ADA Settlement Agreement. The Remediation Work shall be performed at Seller’s sole cost and expense, in a good, workmanlike and lien-free manner. Purchaser shall provide Seller and its Affiliates, contractors, representatives, and agents reasonable access to the Hotel in order to complete the Remediation Work after the Closing and shall otherwise cooperate with the Seller in connection therewith to avoid undue interference with, or disruption to, the operation of the Hotel while giving due regard to having such work completed in a timely and cost effective manner. Except as required by the ADA Settlement Agreement, Seller shall not remove any existing amenities or features that are the subject of the remediation measures agreed to in the ADA Settlement Agreement without the prior consent of Purchaser. Upon completion of the Remediation Work, Seller shall provide written notice to Purchaser and Purchaser shall have a period of five (5) Business Days from the delivery of such notice (the “Remediation Objection Period”) to provide written notice to Seller (a “Remediation Objection Notice”) setting forth in reasonable detail any elements of the Remediation Work which Purchaser reasonably believes were not completed in accordance with this Section VIII.K (“Unfinished Remediation Items”). If Purchaser fails to deliver a Remediation Objection Notice to Seller within the Remediation Objection Period, Seller shall be deemed to have fully satisfied its obligation to perform the Remediation Work pursuant to this Section VIII.K and Purchaser shall be deemed to have accepted such Remediation Work from Seller on an “as-is”, “where-is”, “with all faults” basis. If Purchaser delivers a Remediation Objection Notice to Seller within the Remediation Objection Period and Seller disputes any Unfinished Remediation Items set forth therein, the Parties shall submit such dispute to an arbitrator reasonably acceptable to both Parties. Seller shall cause any undisputed Unfinished Remediation Items and any disputed Unfinished Remediation Items approved by such arbitrator to be completed in accordance with this Section VIII.K. Upon Seller’s completion of such Unfinished Remediation Items, Seller shall be deemed to have fully satisfied its obligation to perform the Remediation Work pursuant to this Section VI...
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ADA Settlement Agreement. CSU acknowledges that it is aware of and has received a copy of the ADA Settlement Agreement, CSU agrees to comply with all terms and conditions of the ADA Settlement Agreement, and subject to the City’s express representations and warranties set forth in Section 10.2(d) below, the City will have no further obligations under the ADA Settlement Agreement after the Closing. In connection with its operations of the Existing Stadium after the Closing, CSU will comply with all state and federal Law for the sale of wheelchair spaces and the adjacent companion seat and semi-ambulatory and armless aisle transfer seats, and any other specific requirements of the Law. The City will deliver to CSU copies of any notice, written demand, written request or other correspondence received from Plaintiff’s Representative or anyone else concerning the ADA Settlement Agreement within five (5) Business Days of the City’s receipt of the same. The preceding provisions of this Section shall survive the Closing. In addition, with respect to any pre- Closing time period during which the CSU Interim Lease or the CSU New Lease is in effect, the following provisions will apply: (a) the City will remain as the Defendant’s Representative, as defined in the ADA Settlement Agreement, for the purposes of administering the ADA Settlement Agreement; (b) CSU will provide to the City, at no cost to the City, and at least two weeks before any event at the Existing Stadium, 25 wheelchair seating pairs, 28 semi-ambulatory seating pairs, and 20 armless transfer seat seating pairs (for a total of 146 seats) applicable to the upcoming Existing Stadium event, and the City will distribute those seating pairs to the Plaintiff’s Representative, as defined in the ADA Settlement Agreement; and (c) within five (5) Business Days after the City’s receipt of CSU’s notice, the City will provide written notice to CSU designating the location of such seats.
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ADA Settlement Agreement. Based on the current, actual knowledge of Xxxxxx Xxxxxxxx, in her capacity as the City’s Director of the Real Estate Assets Department, and thereafter, if Xxxxxx Xxxxxxxx is no longer employed by the City and available, then based on the current, actual knowledge of the designated City representative being most familiar with Existing Stadium operations as determined by the Mayor, without any independent duty of inquiry or investigation in either case, (i) the City has provided CSU with a true and complete copy of the ADA Settlement Agreement, which has not been amended, modified, or supplemented in any way; (ii) all improvements, including capital improvements, required to be performed pursuant to the ADA Settlement Agreement or any subsequent compliance inspections or other obligations required to have been performed under the ADA Settlement Agreement have been performed; (iii) there are no defaults under the ADA Settlement Agreement, and no event has occurred and no condition exists, which with the giving of notice or the passage of time, or both, will constitute a default under the ADA Settlement Agreement; (iv) there are no amounts owed to plaintiffs, their counsel, or anyone else pursuant to the ADA Settlement Agreement; and (v) the City has provided CSU with true and correct copies of reports or other documentation prepared in connection with any compliance inspections performed under the ADA Settlement Agreement, along with records of any actions taken and acceptance of the same by Plaintiff’s Representative within the last three (3) years. If the City learns of any material inaccuracy in City’s representations or warranties after the date hereof and prior to the Closing, the City will promptly notify CSU of such inaccuracy; for purposes hereof, an inaccuracy will be deemed material if it has a material and adverse effect on ownership of the CSU Property, development of the Project, or any of CSU’s rights or obligations in any of the Attachments in accordance with the terms and conditions of this Agreement. The City will have the right (but not the obligation) to make commercially reasonable efforts to cure such inaccuracy prior to the Closing. If the City delivers written notice of its election not to cure the material inaccuracy, CSU’s sole and exclusive remedy in such event will be to elect, on or before the earlier of the Closing Date or five (5) Business Days after receiving such written notice from the City, to either (y) waive such material i...
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Related to ADA Settlement Agreement

  • Settlement Agreement Respondent understands that Respondent has the right to a formal adjudicatory hearing concerning this matter and that at said hearing Respondent would possess the right to confront and cross-examine witnesses, to call witnesses, to present evidence, to testify on Respondent’s own behalf, to contest the allegations, to present oral argument, and to appeal to the courts. Further, Respondent fully understands the nature, quality, and dimensions of these rights. Respondent understands that by signing this Settlement Agreement,

  • Transaction Agreement The execution and delivery of each Confirmation between the Seller and the Purchaser shall be an agreement between such parties to the effect that, with respect to the Primary Portfolio described therein, and subject to the terms hereof and thereof, (i) the Seller shall sell, and the Purchaser shall purchase, on the Transaction Settlement Date all of the Seller’s right, title and interest in and to the Primary Portfolio Excess Spread and all proceeds thereof and the Secondary Portfolio Excess Spread and all proceeds thereof, all in exchange for the payment of the Transaction Purchase Price, and (ii) each party shall perform its duties under this Agreement as supplemented and amended by such Confirmation.

  • PAYMENT AND SETTLEMENT You shall deliver to the Manager on the date and at the place and time specified in the applicable AAU (or on such later date and at such place and time as may be specified by the Manager in a subsequent Wire) the funds specified in the applicable AAU, payable to the order of Xxxxxxx Xxxxx Xxxxxx Inc., for (i) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of the Firm Securities to be purchased by you, (ii) an amount equal to the Offering Price plus (if not included in the Offering Price) accrued interest, amortization of original issue discount or dividends, if any, specified in the Prospectus or Offering Circular, less the applicable Selling Concession in respect of such of the Firm Securities to be purchased by you as shall have been retained by or released to you for direct sale as contemplated by Section 3.6 hereof or (iii) the amount set forth or indicated in the applicable AAU, as the Manager shall advise. You shall make similar payment as the Manager may direct for Additional Securities, if any, to be purchased by you on the date specified by the Manager for such payment. The Manager will make payment to the Issuer or Seller against delivery to the Manager for your account of the Securities to be purchased by you, and the Manager will deliver to you the Securities paid for by you which shall have been retained by or released to you for direct sale. If the Manager determines that transactions in the Securities are to be settled through the facilities of DTC or other clearinghouse facility, payment for and delivery of Securities purchased by you shall be made through such facilities, if you are a member, or, if you are not a member, settlement shall be made through your ordinary correspondent who is a member.

  • Post-Closing Agreement Administrative Agent shall have received an executed and delivered post-closing agreement (the “Post-Closing Agreement”) with respect to certain post-closing undertakings by the Credit Parties.

  • Termination Settlement Upon the occurrence of any Acceleration Event, Dealer shall have the right to designate, upon at least one Scheduled Trading Day’s notice, any Scheduled Trading Day following such occurrence to be a Settlement Date hereunder (a “Termination Settlement Date”) to which Physical Settlement shall apply, and to select the number of Settlement Shares relating to such Termination Settlement Date; provided that (i) in the case of an Acceleration Event arising out of an Ownership Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares necessary to reduce the Share Amount to reasonably below the Post-Effective Limit and (ii) in the case of an Acceleration Event arising out of a Stock Borrow Event, the number of Settlement Shares so designated by Dealer shall not exceed the number of Shares as to which such Stock Borrow Event exists. If, upon designation of a Termination Settlement Date by Dealer pursuant to the preceding sentence, Counterparty fails to deliver the Settlement Shares relating to such Termination Settlement Date when due or otherwise fails to perform obligations within its control in respect of the Transaction, it shall be an Event of Default with respect to Counterparty and Section 6 of the Agreement shall apply. If an Acceleration Event occurs during an Unwind Period relating to a number of Settlement Shares to which Cash Settlement or Net Share Settlement applies, then on the Termination Settlement Date relating to such Acceleration Event, notwithstanding any election to the contrary by Counterparty, Cash Settlement or Net Share Settlement shall apply to the portion of the Settlement Shares relating to such Unwind Period as to which Dealer has unwound its hedge (assuming that Dealer has a commercially reasonable hedge and unwinds its hedge in a commercially reasonable manner) and Physical Settlement shall apply in respect of (x) the remainder (if any) of such Settlement Shares and (y) the Settlement Shares designated by Dealer in respect of such Termination Settlement Date. If an Acceleration Event occurs after Counterparty has designated a Settlement Date to which Physical Settlement applies but before the relevant Settlement Shares have been delivered to Dealer, then Dealer shall have the right to cancel such Settlement Date and designate a Termination Settlement Date in respect of such Shares pursuant to the first sentence hereof. Notwithstanding the foregoing, in the case of a Nationalization or Merger Event, if at the time of the related Relevant Settlement Date the Shares have changed into cash or any other property or the right to receive cash or any other property, the Calculation Agent shall adjust the nature of the Shares as it determines appropriate to account for such change such that the nature of the Shares is consistent with what shareholders receive in such event. If Dealer designates a Termination Settlement Date as a result of an Acceleration Event caused by an excess dividend of the type described in Paragraph 7(f)(ii), no adjustments(s) shall be made to the terms of this contract to account for the amount of such excess dividend.

  • Arrangement Agreement This Plan of Arrangement is made pursuant to, and is subject to the provisions of, the Arrangement Agreement, except in respect of the sequence of the steps comprising the Arrangement, which shall occur in the order set forth herein.

  • Support Agreement CFSC will not terminate, or make any amendment or modification to, the Support Agreement which, in the determination of the Agent, adversely affects the Banks’ interests pursuant to this Agreement, without giving the Agent and the Banks at least thirty (30) days prior written notice and obtaining the written consent of the Majority Banks.

  • Exchange Agreement As a condition of the Holder’s receipt and acceptance of this Purchase Warrant, Xxxxxx agrees that, at any time prior to the complete exercise of this Purchase Warrant by Holder, if the Company and the Underwriter enter into an agreement (“Exchange Agreement”) pursuant to which they agree that all outstanding Purchase Warrants will be exchanged for securities or cash or a combination of both, then Holder shall agree to such exchange and become a party to the Exchange Agreement.

  • Lock-Up Agreement The Underwriters shall have received all of the Lock-Up Agreements referenced in Section 4 and the Lock-Up Agreements shall remain in full force and effect.

  • Investment Agreement AUGUST.2017 1

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