Quiet Enjoyment. Upon payment by Tenant of the Rent, and upon the observance and performance of all of the other covenants, terms and conditions on Tenants part to be observed and performed, Tenant shall peaceably and quietly hold and enjoy the Premises for the term hereby demised without hindrance or interruption by Landlord or any other person or persons lawfully or equitably claiming by, through or under Landlord, subject, nevertheless, to all of the other terms and conditions of this Lease. Landlord shall not be liable for any hindrance, interruption, interference or disturbance by other tenants or third persons, nor shall Tenant be released from any obligations under this Lease because of such hindrance, interruption, interference or disturbance.
Quiet Enjoyment. Landlord covenants that it has the right to enter into this Lease, and that so long as no Event of Default exists and is continuing, then, subject to the provisions of this Lease, Tenant shall during the Lease Term peaceably and quietly occupy and enjoy the full possession of the Premises and enjoyment of all its rights under this Lease (i.e., quiet enjoyment) without hindrance or objection by any persons lawfully claiming under Landlord. The foregoing covenant of quiet enjoyment is in lieu of any other covenant, express or implied, except for Landlords written agreements expressly set forth in his Lease.
and # the rights of tenants under Third Party leases; provided, that, such rights do not materially interfere with the present or presently contemplated use and enjoyment of the property subject thereto.
permitted by applicable law, conclusively establish the truth and accuracy of the matters stated (including, without limit, as to the amounts of the principal of and interest on the Indebtedness, the accrual and nonpayment of it and advertisement and conduct of the sale); and all prerequisites to the sale shall be presumed to have been satisfied and performed. Upon any sale of any Collateral, the receipt of the officer making the sale under judicial proceedings or of the [[Organization G:Organization]] shall be sufficient discharge to the purchaser for the purchase money, and the purchaser shall not be obligated to see to the application of the money. Any sale of any Collateral under this Agreement shall be a perpetual bar against [[Organization F:Organization]] with respect to that Collateral. At any sale or other disposition of Collateral pursuant to this Section 5(b), the [[Organization G:Organization]] disclaims all warranties which would otherwise be given under the Uniform Commercial Code, including without limit a disclaimer of any warranty relating to title, possession, quiet enjoyment or the like, and the [[Organization G:Organization]] may communicate these disclaimers to a purchaser at such disposition. This disclaimer of warranties will not render the sale commercially unreasonable.
1.10Inspection Rights. Permit representatives and independent contractors of the Administrative Agent and each Lender to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at the expense of the [[Consolidated Parties:Organization]] and at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to the [[Consolidated Parties:Organization]]; provided, however, that neither the Administrative Agent nor any Lender shall take any action which would result in the interference with any tenant’s right to quiet enjoyment of the property subject to any lease during the term thereof; provided, further, that the Administrative Agent and each Lender agree to use reasonable efforts to share information among one another and to coordinate such inspections to minimize disruption for the [[Consolidated Parties:Organization]]; provided, further, however, that when an Event of Default exists the Administrative Agent or any Lender (or any of their respective representatives or independent contractors) may do any of the
other matters to which like properties are commonly subject which do not materially interfere with the benefits of the security intended to be provided by the Mortgage or the use, enjoyment, value or marketability of the related Mortgaged Property.
You will receive a one-time Restricted Stock Unit (“RSU”) award of three-year, ratable vesting (1/3 per year) RSUs with an approximate grant date value of $3,000,000 and a one-time Non-Qualified Stock Option (“Options”) award of three-year, cliff vesting Options with an approximate grant date value of $500,000 to offset foregone equity compensation at your current employer. These awards are made under the Plan and are subject to the applicable terms and conditions in effect at the time of the grant, and the award will be granted on the first New York Stock Exchange trading day during the month following your Start Date (if that trading day occurs within a Quiet Period as defined by L3Harris’ equity grant policy, the grant date will be the first trading day following the end of the Quiet Period).
Assignee will not be subject to any covenant not to sue or similar restrictions on its enforcement or enjoyment of the Subject Patent as a result of the transaction contemplated in this Agreement, or any prior transaction related to the Subject Patent.
Real Property. Seller owns no real property. [Schedule 4.2(f)] sets forth all real estate leased by Seller for the Seller Business (the “Leases”). Except as set forth on [Schedule 4.2(f)], with respect to the lease agreement for each of the Leases: # such agreement is the legal, valid, binding and enforceable obligation of Seller and, to Seller's Knowledge, the lessor thereto and is in full force and effect in all material respects and has not been amended or supplemented in any manner since a copy thereof was delivered to Purchaser; # Seller has duly performed in all material respects all of its obligations to the extent such obligations to perform have accrued thereunder, (iii)(A) neither Seller nor, to Seller's Knowledge, the lessor thereto is in breach or default thereof, and # no event has occurred which, with notice or lapse of time, would constitute a default by either Seller or, to Seller's Knowledge, the lessor thereto; # to Seller's Knowledge, there are no material disputes with respect to such agreement; and # such agreement is assignable by Seller to Purchaser without the consent or approval of the lessor or such lessor’s consent to assignment has been obtained. Seller enjoys quiet enjoyment of each of the Leases.
No later than 30 days following the Closing Date (or, if that date occurs within a “quiet period” under the Company’s equity grant policy, the first trading date following the end of such “quiet period”), you will receive a one-time integration award comprised of (i) performance stock units with a target value of $2,500,000 (the “Integration PSUs”) and (ii) performance-based non-qualified stock options with a grant date value of $5,000,000 and a 10-year term (the “Integration Options” and collectively, with the Integration PSUs, the “Integration Award”). Both components of the Integration Award will be subject to three-year cliff-vesting. The Integration PSUs will be subject to a 0 to 2 times target payout for the achievement of cost synergy goals from the Closing Date through December 31, 2021 and a separate 0.5 to 2 times modifier of any such earned payouts for achievement of a cumulative earnings per share goal over the same period, in each case as established by the Compensation Committee in good faith in consultation with you and communicated to you at the time of grant. The actual earned value of the Integration PSUs will be determined by the Compensation Committee based on its assessment of the achievement of the applicable performance objectives. The Integration PSUs will accrue dividends in an amount equal
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