Withdrawn Properties Sample Clauses

Withdrawn Properties. A "WITHDRAWN PROPERTY" shall be any Affected Property, Damaged Property or Condemned Property as to which this Agreement has been terminated pursuant to Sections 4.3 or 12.2 or Article 13, respectively, or any Real Property that has tax exempt bond financing associated therewith, the interest payable on which would cease to be tax exempt as a result of the transactions contemplated by this Agreement; provided, however, that if any one of the Properties listed on Schedule 3.5 becomes a Withdrawn Property, then all of the Properties listed on Schedule 3.5 shall be Withdrawn Properties. In the event any Real Property becomes a Withdrawn Property, Schedule 3.2 shall be revised to delete the Assumed Loan associated with such Withdrawn Property from the definition of Assumed Loans and the TCR Representatives and the Transferee shall each use good faith efforts to mutually agree upon the assigned value for the Property Partnership that owns such Real Property (the "ASSIGNED VALUE"), taking into account the relation of the Withdrawn Property to the value of the entire portfolio being acquired as a result of the transactions contemplated by this Agreement. If the parties are unable to agree on the Assigned Value by the fifth (5th) Business Day prior to the applicable Closing Date, then either party may request binding arbitration of the Assigned Value by the following method. Arthxx Xxxexxxx XXX is hereby appointed by the parties as the neutral arbitrator (the "ARBITRATOR") of the Assigned Value; provided that if, for any reason Arthxx Xxxexxxx XXX is unable to act as Arbitrator, Arthxx Xxxexxxx XXX shall appoint an arbitrator to serve in its place. The party electing determination by the Arbitrator shall give written notice to the Arbitrator and the other party of such election. On the date (the "SUBMISSION DATE") that is five (5) Business Days from the date of such notice, each party shall submit to the Arbitrator its proposed Assigned Value, together with any materials it wishes to submit in support of its position. The Arbitrator shall then make its own determination of value and, within ten (10) Business Days after the Submission Date, shall select, in the Arbitrator's sole discretion, the value proposed by one or the other of the parties (the Arbitrator not being authorized to select any other value), which selected value shall then be the Assigned Value. In making its decision, the Arbitrator may make such investigation of the Real Property (including the va...
Sample 1
AutoNDA by SimpleDocs
Withdrawn Properties. Subject to the terms of this Section 1.7, Hickory shall be entitled, from time to time up to the Closing Date, upon delivery of written notice to Down REIT, to withdraw a Property from the Properties to be contributed hereunder upon the occurrence of a Significant Adjustment if and only if such Property becomes subject to another Sale Agreement. The Property to be withdrawn shall be reasonably agreed upon by Hickory and Down REIT based upon:
Sample 1
Withdrawn Properties. (a) Other than with respect to a Withdrawn Property pursuant to Section 5.2(c), the Sellers shall have the right to adjourn the Initial Closing for a reasonable period not exceeding the Outside Date to cure any Property Material Adverse Effect or other issues, conditions or circumstances that make any Property a Withdrawn Property (each, a “Correctible Condition”) for the purpose of allowing the Sellers the opportunity to effectuate such cure (to the extent such cure is reasonably capable of being effected during such period), and if such cure is not effected on or prior to the end of such period, the Buyer may elect to waive such matter or to treat such Property as a Withdrawn Property. In lieu of effecting a cure pursuant to the foregoing, the Sellers may instead agree with the Buyer that the Sellers shall effect such cure after the Initial Closing pursuant to an agreement in form and substance reasonably acceptable to the Buyer, which, unless otherwise agreed upon by Buyer in its sole discretion, includes an obligation on behalf of the Sellers to escrow cash or provide a surety bond equal to 125% of the amount mutually agreed upon by the Buyer and the Sellers as required to cure such Correctible Condition, in which event such Property shall not be a Withdrawn Property. In the event any Property becomes a Withdrawn Property, the Initial Closing Date Consideration shall be reduced by an amount equal to the Purchase Price allocated to such Property set forth in Exhibit C.
Sample 1
Withdrawn Properties. A "WITHDRAWN PROPERTY" shall be any Unapproved Property, Damaged Property or Condemned Property as to which this Agreement has been terminated pursuant to Section 2.2, Section 3.2(c), Section 13.2 or Article 14, respectively, or any Real Estate Property that has tax exempt bond financing associated therewith and that if transferred to the Operating Partnership pursuant this Agreement, either by direct conveyance or by the transfer of the Partnership Interests in the Contributor that owns that Real Estate Property, would cause the interest payable on such tax exempt bond financing to cease to be tax exempt. In the event any Real Estate Property becomes a Withdrawn Property, Schedule 3.2 shall be revised to delete the loan associated with such Withdrawn Property for the definition of Assumed Loans and the TCR Representatives and the Transferee shall each use all commercially reasonable efforts to mutually agree upon the assigned value for that Real Property (the "ASSIGNED VALUE"), taking into account the relation of the Withdrawn Property to the value of the entire portfolio of Real Properties being acquired; provided, however, that the parties agree that in the case of any Real Estate Property that has tax exempt bond financing associated therewith, there shall be added to the fair value otherwise assigned to such property on account of its objective characteristics as
Sample 1
Withdrawn Properties. 16 Section 3.6 Guaranty.....................................................................17 Section 3.7
Sample 1
Withdrawn Properties. 14 Section 2.7
Sample 1
Withdrawn Properties. (h) The TCR Group and the Transferee shall have agreed upon a marketing agreement consistent with the terms attached hereto as Exhibit 13.1(h).
Sample 1
AutoNDA by SimpleDocs
Withdrawn Properties. (i) Upon the earlier of (x) the date which is thirty (30) days after the delivery of the Proposal Notice (or sixty (60) days if the Proposal Notice did not contain an Enhanced Development Proposal and a Preliminary Interest Notice was delivered (as such dates may have been extended in accordance with this Agreement or by agreement of the parties)) (so long as no BPLP Election Notice was delivered in such thirty (30) day or sixty (60) day period (as such dates may have been extended in accordance with this Agreement or by agreement of the parties)) or (y) the date on which BPLP declines by written notice to the Owner to participate in development set forth in a Proposal Notice, until the date which is fifteen (15) months after the date such Proposal Notice was delivered, the Owner may commence and thereafter develop such Development Property with one or more third parties as provided below (and such Development Property shall thereupon constitute a “Withdrawn Property”).
Sample 1
Withdrawn Properties 
Sample 1

Related to Withdrawn Properties

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Other Properties If any Imposition shall be levied, charged, filed, assessed, or imposed upon or against the Leased Property, and if such Imposition shall also be a levy, charge, assessment, or imposition upon or for any other real or personal property that does not constitute a part of the Leased Property, then the computation of the amounts to be deposited under this Section 4.6 shall be based upon the entire amount of such Imposition and the Lessee shall not have the right to apportion any deposit with respect to such Imposition.

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

  • Additional Material Real Estate Assets (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

  • Leasehold Properties In relation to those Properties which are leasehold:

Time is Money Join Law Insider Premium to draft better contracts faster.