Transfers. Tenant shall not, without the prior written consent of Landlord, assign, mortgage, pledge, hypothecate, encumber, or permit any lien to attach to, or otherwise transfer, this Lease or any interest hereunder, permit any assignment, or other transfer of this Lease or any interest hereunder by operation of law, sublet the Premises or any part thereof, or enter into any license or concession agreements or otherwise permit the occupancy or use of the Premises or any part thereof by any persons other than Tenant and its employees and contractors (all of the foregoing are hereinafter sometimes referred to collectively as "Transfers" and any person to whom any Transfer is made or sought to be made is hereinafter sometimes referred to as a "Transferee"). If Tenant desires Landlord's consent to any Transfer, Tenant shall notify Landlord in writing, which notice (the "Transfer Notice") shall include # the proposed effective date of the Transfer, which shall not be less than thirty (30) days nor more than one hundred eighty (180) days after the date of delivery of the Transfer Notice, # a description of the portion of the Premises to be transferred (the "Subject Space"), # all of the terms of the proposed Transfer and the consideration therefor, including calculation of the "Transfer Premium", as that term is defined in [Section 14.3] below, in connection with such Transfer, the name and address of the proposed Transferee, and a copy of all existing executed and/or proposed documentation pertaining to the proposed Transfer, and # current financial statements of the proposed Transferee certified by an officer, partner or owner thereof, and any other information reasonably required by Landlord which will enable Landlord to determine the financial responsibility, character, and reputation of the proposed Transferee, nature of such Transferee's business and proposed use of the Subject Space. Any Transfer made without Landlord's prior written consent shall, at Landlord's option, be null, void and of no effect, and shall, at Landlord's option, constitute a default by Tenant under this Lease. Whether or not Landlord consents to any proposed Transfer, Tenant shall pay Landlord's reasonable review and processing fees, as well as any reasonable professional fees (including, without limitation, attorneys', accountants', architects', engineers' and consultants' fees) incurred by Landlord (not to exceed in the aggregate for any particular Transfer), within thirty (30) days after written request by Landlord.
Transfers. PTG may at any time transfer some or all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG. If HLTT or HWC acquires ownership of PBI, PTG shall transfer all Non Wound Care Business and Non Wound Care Assets from PBI to PTG or to another subsidiary or affiliate of PTG on or before . In each of the foregoing cases, the transfer of assets shall be accompanied by any debt specifically attributable to such assets, such as purchase money debt or debt underlying secured liens. The rights and obligations of [Sections 4.1 and 4.3]3] shall continue notwithstanding a transfer pursuant to this [Section 4.2].
Transfers. A Separation from Service has not occurred upon your transfer of employment from the Company to an Affiliate or vice versa, or from an Affiliate to another Affiliate.
Each Borrower acknowledges that each of the Agent and the Lender has examined and relied on the experience of such Borrower and its general partners, members and (if such Borrower is a trust) beneficial owners, as applicable, in owning and operating properties such as the Properties in agreeing to make the Loan, and will continue to rely on the ownership of the Properties by the Borrowers as a means of maintaining the value of the Properties as security for repayment of the Debt and the performance of the Other Obligations. Each Borrower acknowledges that each of the Agent and the Lender has a valid interest in maintaining the value of the Properties so as to ensure that, should any Borrower default in the repayment of the Debt or the performance of the Other Obligations, the Lender can recover the Debt by a sale of one or more of the Properties.
Prohibited Uses. Tenant further covenants and agrees that Tenant shall not use or permit any person or persons to use, the Premises or any part thereof for any use or purpose in violation of the laws of the United States of America, the State of California, or the ordinances, regulations or requirements of the local municipal or county governing body or other lawful authorities having jurisdiction over the Project) including, without limitation, any such laws, ordinances, regulations or requirements relating to hazardous materials or substances, as those terms are defined by applicable laws now or hereafter in effect. Landlord shall have the right to impose reasonable, nondiscriminatory and customary rules and regulations regarding the use of the Project that do not unreasonably interfere with Tenant’s use of the Premises, as reasonably deemed necessary by Landlord with respect to the orderly operation of the Project, and Tenant shall comply with such reasonable rules and regulations. Tenant shall not do or permit anything to be done in or about the Premises which will in any way obstruct or interfere with the rights of other tenants or occupants of the Building, or injure or annoy them or use or allow the Premises to be used for any improper, unlawful or objectionable purpose, nor shall Tenant cause, maintain or permit any nuisance in, on or about the Premises. Tenant shall comply with, and Tenant's rights and obligations under the Lease and Tenant's use of the Premises shall be subject and subordinate to, all recorded easements, covenants, conditions, and restrictions now or hereafter affecting the Project, so long as the same do not unreasonably interfere with Tenant’s use of the Premises or parking rights or materially increase Tenant’s obligations or decrease Tenant’s rights under this Lease.
Prohibited Payments. Each Pari Passu Creditor hereby agrees that in the event any Obligor makes any payment to any Pari Passu Creditor or any Affiliate thereof (including any payment received as proceeds of any Collateral for Pari Passu Debt), or any other distribution of any property, on account of any Pari Passu Debt which payment or other distribution is # in excess of the amount of any payment or distribution which such Pari Passu Creditor is permitted to receive under the terms of this Agreement at the time such payment or distribution is received or # expressly prohibited under this Agreement (collectively, “Prohibited Pari Passu Payments”), such Pari Passu Creditor will # notify Aegis of the occurrence of such Prohibited Pari Passu Payment promptly and in no event later than three (3) Business Days of the occurrence of such Prohibited Pari Passu Payment, and # the Pari Passu Creditor shall be required to cure such Prohibited Pari Passu Payment, in cooperation with Aegis, such that the full amount of the Prohibited Pari Passu Payment will be re-distributed as follows: # First, to the Pari Passu Creditor that received the Prohibited Pari Passu Payment, in an amount up to the portion of such Prohibited Pari Passu Payment, if any, which would have constituted a Permitted Pari Passu Payment if such portion had been the only payment, distribution or recovery received by such Pari Passu Creditor or its Affiliate on account of the Pari Passu Debt on the date such Prohibited Pari Passu Payment occurred, as payment against the outstanding Pari Passu Debt due and payable and permitted to be paid under this Agreement (at the time the Prohibited Pari Passu Payment was received); # Second, to each of the other Pari Passu Creditors, in an amount up to the remaining portion of such Prohibited Pari Passu Payment, if any, that would have constituted a Permitted Pari Passu Payment if such payments had been made to the Pari Passu Creditors, as payment against the outstanding Pari Passu Debt due and payable and permitted to be paid under this Agreement (determined as of the time the Prohibited Pari Passu Payment was received); # Third, # to Pari Passu Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of Pari Passu Creditors, or # solely to the extent the Prohibited Pari Passu Payment constitutes Net Cash Proceeds of an Other Prepayment Event or Spirits Business Net Cash Proceeds of a Permitted Sale, to the Pari Passu Creditors ratably and proportionately with respect to all outstanding Pari Passu Debt on the basis of the respective Pari Passu Percentages of the Pari Passu Creditors.
Prohibited Signs. Signs consisting of moving, swinging, rotating, flashing, blinking, scintillating, fluctuating or otherwise animated light are prohibited. Off-premise signs or any sign installed for the purpose of advertising a product, event, person, or subject other than Tenants Permitted Use are prohibited, without prior written consent of the Landlord.
Prohibited Disclosure. At no time during the Term of this Agreement or after the date that this Agreement shall terminate shall PTG or Provider or Provider Professionals or any other employees or agents of PTG or Provider, disclose to anyone, other than its attorneys, accountants, or other financial advisors, any financial or proprietary information (the “Confidential Information”) of Manager or of Provider. PTG and Provider each agrees that it will not disclose any Confidential Information of Manager without Manager’s express written authorization, such Confidential Information will not be used in any way directly or indirectly detrimental to Manager, and PTG and Provider will keep the Confidential Information of Manager confidential and will ensure that its advisors who have access to such Confidential Information comply with these nondisclosure obligations; provided, however, that Provider may disclose Confidential Information to those of its representatives who need to know Confidential Information for the purposes of this Agreement, provided that Provider shall inform its representatives of the confidential nature of the Confidential Information. PTG and Provider agree to be responsible for any breach of this Section by its advisors or representatives. This provision shall survive termination of this Agreement.
Prohibited Conduct. In consideration of the grant by the Company of the RSUs and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, you and the Company, intending to be legally bound, agree to the provisions regarding “Prohibited Conduct” set forth on [Annex A] to this Agreement.
Prohibited Indemnification. No indemnification pursuant to this Agreement shall be paid by the Company on account of any Proceeding in which final unappealed judgment beyond the right of appeal is rendered against Indemnitee for an accounting of profits made from the purchase or sale by Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state, or local laws.
Prohibited Activities. In exchange for the opportunity to remain employed during the Strategic Advisory Period and post-employment Long-Term Incentive Plan award vesting, Executive agrees to comply with the Company’s standard post-employment covenants and execute the Company’s standard form of release as set forth below. Specifically, Executive agrees:
Prohibited Conduct. During the period of your employment with the Company or any Related Company, and for a period ending twenty-four (24) months following a termination of your employment for any reason with the Company or any Related Company, you shall not, without the prior written consent of the Executive Vice President and Chief Administrative Officer of Verizon (or his or her designee):
Prohibited Actions. The Employee shall not, during the Restriction Period, directly or indirectly, solicit, entice, persuade, induce or cause:
Non-Transfers. Notwithstanding anything to the contrary contained in this [Article 14], # an assignment or subletting of all or a portion of the Premises to an affiliate of Tenant (an entity which is controlled by, controls, or is under common control with, Tenant), # an assignment of the Premises to an entity which acquires all or substantially all of the assets or interests (partnership, stock or other) of Tenant, # an assignment of the Premises to an entity which is the resulting entity of a merger or consolidation of Tenant with another entity, or # a sale of corporate shares of capital stock in Tenant in connection with an initial public offering of Tenant's stock on a nationally-recognized stock exchange (collectively, a "Permitted Transferee"), shall not be deemed a Transfer under this [Article 14], provided that # Tenant notifies Landlord of any such assignment or sublease and promptly supplies Landlord with any documents or information requested by Landlord regarding such assignment or sublease or such affiliate, # such assignment or sublease is not a subterfuge by Tenant to avoid its obligations under this Lease, # such Permitted Transferee shall be of a character and reputation consistent with the quality of the Building, and # such Permitted Transferee described in subpart [(ii) or (iii) above] shall have a tangible net worth (not including goodwill as an asset) computed in accordance with generally accepted accounting principles ("Net Worth") at least equal to the Net Worth of Tenant on the day immediately preceding the effective date of such assignment or sublease. An assignee of Tenant's entire interest that is also a Permitted Transferee may also be known as a "Permitted Assignee". "Control," as used in this [Section 14.8], shall mean the ownership, directly or indirectly, of at least fifty- one percent (51%) of the voting securities of, or possession of the right to vote, in the ordinary direction of its affairs, of at least fifty-one percent (51%) of the voting interest in, any person or entity. No such permitted assignment or subletting shall serve to release Tenant from any of its obligations under this Lease.
Permitted Transfers. If Tenant desires to assign, sublease, hypothecate or otherwise transfer this Lease or sublet the Premises, other than pursuant to a Permitted Assignment (as defined below), then at least 10 business days, but not more than 60 business days, before the date Tenant desires the assignment or sublease to be effective (the Assignment Date), Tenant shall give Landlord a notice (the Assignment Notice) containing such information about the proposed assignee or sublessee, including the proposed use of the Premises and any Hazardous Materials proposed to be used, stored handled, treated, generated in or released or disposed of from the Premises, the Assignment Date, any relationship between Tenant and the proposed assignee or sublessee, and all material terms and conditions of the proposed assignment or sublease, including a copy of any proposed assignment or sublease in its final form, and such other information as Landlord may deem reasonably necessary or appropriate to its consideration whether to grant its consent. Landlord may, by giving written notice to Tenant within 10 business days after receipt of the Assignment Notice: # grant such consent (provided that Landlord shall further have the right to review and approve or disapprove, in its reasonable discretion, the proposed form of sublease prior to the effective date of any such subletting), # refuse such consent, in its reasonable discretion; or # terminate this Lease with respect to the space described in the Assignment Notice as of the Assignment Date (an Assignment Termination). Among other reasons, it shall be reasonable for Landlord to withhold its consent in any of these Instances: # the proposed assignee or subtenant is a governmental agency; # in Landlords reasonable judgment, the use of the Premises by the proposed assignee or subtenant would entail any alterations that would materially lessen the value of the leasehold improvements in the Premises, or would require increased services by Landlord; # in Landlords reasonable judgment, the proposed assignee or subtenant is engaged in areas of scientific research or other business concerns at the Premises that are controversial such that they may # attract or cause negative publicity for or about the Building or the Project, # negatively affect the reputation of the Building, the Project or Landlord, # attract protestors to the Building or the Project, or # lessen the attractiveness of the Building or the Project to any tenants or prospective tenants, purchasers or lenders; # in Landlords reasonable judgment, the proposed assignee or subtenant lacks the creditworthiness to support the financial obligations it will incur under the proposed assignment or sublease; # in Landlords reasonable judgment, the character, reputation, or business of the proposed assignee or subtenant is inconsistent with the desired tenant-mix or the quality of other tenancies in the Project or is inconsistent with the type and quality of the nature of the Building; # Landlord has received from any prior landlord to the proposed assignee or subtenant a negative report concerning such prior landlords experience with the proposed assignee or subtenants failure to comply with its lease obligations; # Landlord has experienced previous defaults by or is in litigation with the proposed assignee or subtenant; # the use of the Premises by the proposed assignee or subtenant will violate any applicable Legal Requirement; # the proposed assignee or subtenant, or any entity that, directly or indirectly, controls, is controlled by, or is under common control with the proposed assignee or subtenant, is then an occupant of the Project; (10) the proposed assignee or subtenant is an entity with whom Landlord is negotiating to lease space in the Project; or # the assignment or sublease is prohibited by Landlords lender. Landlord shall use reasonable efforts to respond to each Assignment Notice within 10 business days after Landlords receipt of such Assignment Notice along with all documentation required to be delivered hereunder. If Landlord fails to respond within such 10 business day period, then Tenant shall provide Landlord with a second written notice stating in bold and all caps 12 point font or larger that Landlords failure to respond to Tenants Assignment Notice within 3 business days after Landlords receipt of the second notice shall be deemed approval by Landlord, and if Landlord does not respond within such 3 business day period, then Landlord shall be deemed to have approved such Assignment. If Landlord delivers notice of its election to exercise an Assignment Termination, Tenant shall have the right to withdraw such Assignment Notice by written notice to Landlord of such election within 5 business days after Landlords notice electing to exercise the Assignment Termination. If Tenant withdraws such Assignment Notice, this Lease shall continue in full force and effect. If Tenant does not withdraw such Assignment Notice, this Lease, and the term and estate herein granted, shall terminate as of the Assignment Date with respect to the space described in such Assignment Notice. No failure of Landlord to exercise any such option to terminate this Lease, or to deliver a timely notice in response to the Assignment Notice, shall be deemed to be Landlords consent to the proposed assignment, sublease or other transfer. Tenant shall pay to Landlord a fee equal to in connection with its consideration of any Assignment Notice and/or its preparation or review of any consent documents. Notwithstanding the foregoing, Landlords consent to an assignment of this Lease or a subletting of any portion of the Premises to any entity controlling, controlled by or under common control with Tenant (a Control Permitted Assignment) shall not be required, provided that Landlord shall have the right to reasonably approve the form of any such sublease or assignment. In addition, Tenant shall have the right to assign this Lease, upon 30 days prior written notice to Landlord but without obtaining Landlords prior written consent, to a corporation or other entity which is a successor-in-interest to Tenant, by way of merger, consolidation or corporate reorganization, or by the purchase of all or substantially all of the assets or the ownership interests of Tenant provided that # such merger or consolidation, or such acquisition or assumption, as the case may be, is for a good business purpose and not principally for the purpose of transferring the Lease, and # the net worth (as determined in accordance with generally accepted accounting principles (GAAP)) of the assignee is not less than the greater of the net worth (as determined in accordance with GAAP) of Tenant as of # the Commencement Date, or # as of the date of Tenants most current quarterly or annual financial statements, and # such assignee shall agree in writing to assume all of the terms, covenants and conditions of this Lease (a Corporate Permitted Assignment). Control Permitted Assignments and Corporate Permitted Assignments are hereinafter referred to as Permitted Assignments.
Permitted Transfers. Pursuant to conditions and procedures established by the Administrator from time to time, the Administrator may permit Awards (other than Incentive Stock Options) to be transferred to, exercised by and paid to certain persons or entities related to a Participant. Any such transfers shall be in accordance with the rules of Form S-8 (e.g., limited to immediate family members of Participants, trusts and partnerships established for the primary benefit of such family members or to charitable organizations); and provided, further, that such transfers shall not be made for consideration to the Participant. In the case of initial Awards, at the request of the Participant, the Administrator may permit the naming of the related person or entity as the Award recipient. Any permitted transfer shall be subject to the condition that the Administrator receive evidence satisfactory to it that the transfer is being made for estate and/or tax planning purposes on a gratuitous or donative basis and without consideration (other than nominal consideration).
AllDrafts is a cloud-based editor designed specifically for contracts. With automatic formatting, a massive clause library, smart redaction, and insanely easy templates, it’s a welcome change from Word.
And AllDrafts generates clean Word and PDF files from any draft.