Continuing Interest. Prior to the Effective Time, Shareholder will not sell, exchange or otherwise transfer ownership (including by derivative transactions such as an equity swap which would have the economic effect of a transfer of ownership) to Parent, the Company or any person related to either of them within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations, directly or indirectly (including through partnerships or through third parties in connection with a plan to so transfer ownership), any of the Parent Common Stock received by him in the Offer. Following the Effective Time, there is no plan or intention on the part of Shareholder to sell, exchange or otherwise transfer ownership (including by derivative transactions such as an equity swap which would have the economic effect of a transfer of ownership) to Parent, Merger Sub or any person related to either of them within the meaning of Section 1.368-1(e)(3) of the Treasury Regulations, directly or indirectly (including through partnerships or through third parties in connection with a plan to so transfer ownership), any of the Parent Common Stock received by him in the Offer. Shareholder understands that, for purposes of this representation, (i) a corporation that is a partner in a partnership will be treated as owning or acquiring any stock owned or acquired, as the case may be, by the partnership and as having furnished its share of any consideration furnished by the partnership to acquire the stock, in each case, in accordance with its interest in the partnership and (ii) any reference to Parent or the Company includes a reference to any successor or predecessor of such corporation, except that the Company is not treated as a predecessor of Parent and Parent is not treated as a successor of the Company.
Continuing Interest. This Agreement shall (a) remain in full force and effect until the Agreement shall terminate pursuant to Section 18 hereof, (b) be binding upon the Pledging Bank, its successors and assigns, and (c) inure, together with the rights and remedies of the Treasurer hereunder, to the benefit of, and be enforceable by, the Treasurer and its successors, transferees and assigns. Without limiting the generality of the foregoing clause (c), the Treasurer may assign or otherwise transfer all or any portion of its rights and obligations under this Agreement or the Collateral to any other Person to the extent and in the manner permitted by applicable law or regulations.
Continuing Interest. Debtor will keep the Secured Collateral free from any adverse lien, security interest or encumbrance and do such other acts or things as Secured Parties may from time to time request to establish and maintain a valid and perfected security interest on the Secured Collateral (free of any adverse lien, security interest or encumbrance) to secure the payment and performance of the Secured Obligations and to permit Secured Parties to exercise all rights and privileges granted to it in this Agreement.
Continuing Interest. This Agreement shall create a continuing security interest in the Collateral and shall remain in full force and effect until the satisfaction in full of all of the Obligations. At such time as Debtor shall completely satisfy all of the Obligations, this Agreement shall terminate and the Secured Parties shall execute and deliver to Debtor all instruments as may be necessary to re-vest in Debtor full title to the Collateral or evidence such termination.
Continuing Interest. This Assignment shall create a continuing assignment of and security interest in the Assigned Collateral and shall (i) remain in full force and effect until the termination of the Total Commitment and the payment in full of the Secured Obligations (other than (x) contingent indemnification obligations and (y) obligations and liabilities in respect of Other Obligations as to which arrangements reasonably satisfactory to the applicable Other Creditor shall have been made) (the “Discharge of the Secured Obligations”), (ii) be binding upon the Assignor, its successors and assigns, and (iii) inure to the benefit of the Collateral Agent and its successors, transferees and assigns. Upon the Discharge of the Secured Obligations, the Assignor shall be entitled, to the return, upon its request and at its expense, of any of the Assigned Collateral as shall not have been applied pursuant to the terms hereof.
Continuing Interest. In the event Espré, either before or after the expiration of the Term, executes a Transaction with any Ackrell Qualified Investor with whom either Ackrell or Espré was in contact during the Term, then Espré shall pay to Ackrell the Success Fees described in paragraph 4.01(a)(i) and paragraph 4.01(b) hereof as if the Transaction occurred during the Term. FIRST AMENDED ESPRE/ACKRELL AGREEMENT JANUARY 18, 2008 Page 5 SECTION IV
Continuing Interest. This Agreement shall create a continuing interest by Pledgor and Pledgee and shall (i) remain in full force and effect until the indefeasible payment and satisfaction in full of all Pledgee’s obligations, (ii) be binding upon the successors and assigns of Pledgor and Pledgee, and (iii) inure, together with the rights and remedies of the Pledgor and Pledgee hereunder, to the benefit of the successors, transferees and assigns of each. The Pledgee shall deliver to the Pledgor, upon termination of this Agreement, at the Pledgee’s expense, such of the Pledgor Shares as shall not have been purchased by Pledgee pursuant to this Agreement.
Continuing Interest. As a present and continuing collective interest in the Partnership, an amount equal to a 1% allocation of the Partnership’s Net Profits and Net Losses, and 1% of distributions. No Sponsor shall render any services to the Partnership nor receive any fee or other compensation from the Partnership other than those explicitly provided for above, except as otherwise permitted within this Limited Partnership Agreement. Services rendered by the General Partner(s) or Affiliates to entities of which it is general or managing partner for which it may receive a fee or other compensation from the capital contributions or income of such entities is not limited herein except to the extent that such payment or compensation is deemed to be duplicative payments for which it has received a fee or compensation under this Agreement. Certain items of compensation and payments also will be advanced to the Borrowers by the Partnership and may be used to pay to partners of the Borrowers, the General Partner(s) and/or their Affiliates, or any Sponsor in connection with the Borrowers’ purchase, operation, and sale of properties.
Continuing Interest. From the Effective Date of this Agreement, the Borrower shall pay to the Lender the interest on the Combined Principal Amount until such Combined Principal Amount has been paid in full (the “Continuing Interest”). The Continuing Interest shall accrue daily for the actual number of days lapsing from the Effective Date at the non-compounding annual rate equal to 10.0% computed based on a three hundred sixty-five (365) day year (“Interest Rate”). The Continuing Interest shall be due and payable on quarterly basis. The Borrower shall remit the Continuing Interest payments within 30 calendar days lapsing from the last day of each quarter, with such quarters ending on March 31, 2017 and June 30, 2017. This is an interest-only loan and no fractional amounts of the Combined Principal Amount shall be included into the Continuing Interest payments.
Continuing Interest. This Pledge Agreement shall constitute and create a continuing pledge and security interest notwithstanding any settlement of account or other matters or things whatsoever and, in particular, but without limitation, shall not be considered satisfied by any intermediate partial payment or satisfaction of less than all of the Obligations and shall (i) remain in full force and effect until payment in full of the Obligations, (ii) be binding upon Loan Pledgor, its successors and assigns, (iii) inure to the benefit of Lender and its successors, transferees and assigns, and (iv) shall continue in full force and effect until such time as pursuant to Section 7 hereof this Pledge Agreement terminates. Without limiting the generality of the foregoing clause (iii), Lender may assign or otherwise transfer its rights in and to the Note to any other Person, and such other Person shall thereupon become vested with all the benefits in respect thereof granted to Lender on behalf of such Lender herein and otherwise.
