Example ContractsClausesDemand; Protest
Demand; Protest
Demand; Protest contract clause examples

Demand; Protest. The Borrower waives demand, protest, notice of protest, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement, extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees at any time held by the Administrative Agent on which the Borrower may in any way be liable.

Tax Protest. Purchaser hereby acknowledges that as of the date hereof Seller’s affiliate Baxter Southwest (“Baxter”) has engaged SWBC Ad Valorem Tax Advisors, LLC (DBA Polunsky Ad Valorem Tax Advisors) (“Tax Advisor) to contest the ad valorem tax valuation for the year 2018 (the “Tax Contest”) under that certain Agreement For Property Tax Services between Baxter and Tax Advisor (the “Existing Tax Consulting Agreement”). The Existing Tax Consulting Agreement covers properties other than the Property, and prior to Closing, Seller shall cause the Property to be excluded from the Existing Tax Consulting Agreement and shall enter into a new tax consulting agreement with Tax Advisor relating only to the Property on the same terms and conditions as the Existing Tax Consulting Agreement (the “New Tax Consulting Agreement”) and provide a copy thereof to Purchaser. The New The Tax Consulting Agreement shall be assigned to and assumed by Purchaser at Closing; and Purchaser shall continue to prosecute the Tax Contest after Closing; provided however, Purchaser shall not settle the Tax Contest with respect to any period prior to the Closing Date without Seller’s prior written consent, which consent shall not be unreasonably withheld. Following the resolution of the Tax Contest, any refunds or savings in the payment of taxes resulting from such Tax Contest applicable to taxes payable during the period prior to the Closing Date shall belong to and be the property of Seller, and any refunds or savings in the payment of taxes applicable to taxes payable from and after the Closing Date shall belong to and be the property of Purchaser. All fees and other expenses incurred in obtaining such refunds or savings under the New Tax Consulting Agreement shall be apportioned between Seller and Purchaser in proportion to the gross amount of such refunds or savings payable to Seller and Purchaser, respectively. The provisions of this Section 5.6 shall survive the Closing.

Waiver of Demand. Demand, presentment, dishonor, protest and notice of demand, dishonor or protest are hereby waived by the Payor.

Borrower waives diligence, presentment, protest and demand, and also notice of protest, demand, dishonor and nonpayment of this Note.

Payment under Protest. If Tenant in good faith disputes any amounts billed by Landlord, other than # Base Rent, # Tenant's Share of Direct Expenses (as to which Tenant may exercise its rights under Section 4.6, above), Tenant may make payment of such amounts under protest, and reserve all of its rights with respect to such amounts (the "Disputed Amounts"). Landlord and Tenant shall meet and confer to discuss the Disputed Amounts and attempt, in good faith, to resolve the particular dispute. If, despite such good faith efforts, Landlord and Tenant are unable to reach agreement regarding the Disputed Amounts, either party may submit the matter to binding arbitration under the JAMS Streamlined Arbitration Rules & Procedures. The non-prevailing party, as determined by JAMS, will be responsible to pay all fees and costs incurred in connection with the JAMS procedure, as well as all other costs and expenses, including reasonable attorneys' fees, incurred by the prevailing party. This Section 29.9 shall not apply to claims relating to Landlord's exercise of any unlawful detainer rights pursuant to California law or rights or remedies used by Landlord to gain possession of the Premises or terminate Lessee's right of possession to the Premises.

Demand Withdrawal. A Demanding Holder and any other Holder that has requested its Registrable Securities be included in a Demand Registration pursuant to [Section 2.01(e)] may withdraw all or any portion of its Registrable Securities included in a Demand Registration from a Demand Registration at any time prior [[Organization B:Organization]] effectiveness of the applicable Demand Registration Statement. Upon receipt of a notice to such effect from the Demanding Holder with respect to all of the Registrable Securities included by such Holder in such Demand Registration, the Issuer shall cease all efforts to secure effectiveness of the applicable Demand Registration Statement and such Registration nonetheless shall be deemed a Demand Registration with respect [[Organization B:Organization]] Demanding Holder for purposes of [Section 2.01(b)] unless # withdrawn at any time prior to effectiveness, and in such case, only if the withdrawing Demanding Holder shall have paid or reimbursed the Issuer for its pro rata share of all reasonable and documented out-of‑pocket fees and expenses incurred by the Issuer in connection with the Registration of such Demanding Holder’s withdrawn Registrable Securities (based on the number of securities the Demanding Holder sought to Register, as compared [[Organization B:Organization]] total number of securities included on such Demand Registration Statement) or # the withdrawal is made following the occurrence of a Material Adverse Change or because the Registration would require the Issuer to make an Adverse Disclosure.

Demand Notice. Promptly upon receipt of any request for a Demand Registration pursuant to [Section 2.01(a)(i)] (but in no event more than two (2) Business Days thereafter), the Issuer shall deliver a written notice (a “Demand Notice”) of any such Registration request to all other Holders, and subject to [Sections 2.01(f) and 2.01(h)])] and the transfer restrictions set forth in Part 2 of [Schedule A], the Issuer shall include in such Demand Registration all such Registrable Securities with respect to which the Issuer has received written requests for inclusion therein within three (3) Business Days after the date that the Demand Notice has been delivered. All requests made pursuant to this [Section 2.01(e)] shall specify the intended aggregate amount of Registrable Securities of the requesting Holder to be Registered and the intended method of distribution of such securities.

At any time after the date that is 180 days after the Closing, the Investor may request registration under the Securities Act of all of its Registrable Securities then held on a Form S-1 or Form S-3 registration statement (or any successor to each such form) (or, if Form S-1 or Form S-3 is not then available, on such form of registration statement as is then available to effect a registration of the Registrable Securities pursuant to this [subsection (b)(i)]) (each a “Demand Registration”). Each request for a Demand Registration shall specify the approximate number of Registrable Securities required to be registered. Upon receipt of a Demand Registration request, the Company shall cause a Registration Statement to be filed within forty-five (45) days after the date on which such request was received by the Company. The Company shall not be required to effect a Demand Registration # more than two (2) times for the Investor; provided, however, that a Registration Statement shall not count as a Demand Registration requested under this [subsection (b)(i)(A)] unless and until it has become effective, or # if the Company furnishes to the Investor a certificate signed by an authorized officer of the Company stating that # within sixty (60) days of receipt of the Demand Registration request under this [subsection (b)(i)], the Company expects to file a registration statement for the public offering of securities for the account of the Company (other than a registration of securities # issuable pursuant to an employee stock option, stock purchase or similar plan, # issuable pursuant to a merger, exchange offer or a transaction of the type

Demand Rights. For a period of two (2) years (the “Demand Period”) from and after the Initial Listing Date, an Automatic Conversion Holder shall have a one-time right to demand the Corporation file a registration statement on appropriate form (a “Demand Registration Statement”) covering the resale of all, but not less than all, of the demanding Automatic Conversion Holder’s Registrable Securities (the “Demand Right”). An Automatic Conversion Holder must exercise the Demand Right within the Demand Period, or the Demand Right shall terminate.

DEMAND FEATURE. IN NO EVENT SHALL ANY PROVISION OF THIS AGREEMENT PROVIDING FOR SPECIFIC EVENTS OF DEFAULT BE CONSTRUED TO WAIVE, LIMIT OR OTHERWISE MODIFY THE DEMAND NATURE OF THE LOANS WHICH MAY BE MADE PURSUANT TO THIS AGREEMENT, AND THE BORROWER HEREBY ACKNOWLEDGES AND AGREES THAT THE REQUIRED LENDERS’ RIGHT TO DEMAND PAYMENT AT ANY TIME IS ABSOLUTE AND UNCONDITIONAL.

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