California Properties Sample Clauses

California Properties. In the event the Company does not effect the Real Estate Sale (as defined in the Debentures) of all or any of the California Properties on or prior to the date that is six (6) months immediately following the Closing Date, then the Collateral Agent shall be entitled, at the expense of the Company, to perfect its security interest in such California Properties by putting in place a mortgage thereon, which mortgage shall rank junior to any mortgage on such unsold California Property in existence and as in effect on the date hereof. The Company and any of the Subsidiaries shall be prohibited from allowing any Lien on any of the California Properties without the prior written consent of the Collateral Agent.
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California Properties. With respect to the real properties situated in California ( California Properties ): (i) By virtue of WFLP s fee ownership of approximately 41,868 acres of land in Imperial County, California as set forth on the Property Schedule, a11 of which land is located within the Imperial Irrigation District (the IID ) and within the irrigation service area of the IID, WFLP, as owner of the California Properties, is entitled to use water diverted by the IID from the Colorado River and distributed to the California Properties through the facilities of the IID (the IID Water ) for reasonable and beneficial use, subject only to the availability to the IID of Colorado River water under existing IID title, rights, contracts, and Laws and Orders. (i)To the Knowledge of Sellers, each of the California Properties, during its period of ownership by WFLP, has been used solely for agricultural purposes, and in connection with those agricultura1 activities, has received IID Water from the IID. Schedule 3.15 (a)(ii) accurately sets forth the annual consumptive water usage of IID Water for the respective California Properties for the periods shown on that schedule. Those usage amounts are based on information provided to WFLP by the IID, and to the Knowledge of Sellers, reflect, in all material respects, the records of the IID. (ii)To the Knowledge of Sellers, the annua1 allocation of Colorado River water to WFLP s California Properties by the IID depends upon the amount of Colorado River water made available to IID under its 1932 Contract with the United States Department of the Interior, Bureau of Reclamation (the Bureau ), as more fully described in Schedule 3.15(a)(iii) attached. (iv) Were there to be a drought or other condition that would reduce the amount of Colorado River water available to the IID, such that landowners within the IID would not be entitled to receive all water requested by them, the owner(s) of the California Properties (WFLP or any subsequent owner) would be entitled to receive its pro rata share of water available to the IID as determined by the IID under applicable Law. (v) To the Knowledge of Sellers, WFLP has never been denied delivery to the respective California Properties of the full amount of IID Water requested by it for the irrigation of crops grown on the California Properties, or by agents or tenants on behalf of WFLP. To the Knowledge of Sellers, no Person has contested, challenged, or otherwise called into question WFLP'S right, as owner o...
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California Properties. Notwithstanding anything to the contrary --------------------- contained herein, the indemnify provided herein as it pertains to any Parcels of real property located in the State of California shall also be subject to the terms and provisions contained in the California Rider attached hereto and made a part hereof.
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California Properties. With respect to the real properties situated --------------------- in California ("California Properties"):
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California Properties. The cross collateralization provisions in Section 6.1 above shall not apply to any loans secured by Property located in California; therefore, Section 6.1 shall not operate to cause any Property located in California to secure any loans or other indebtedness not otherwise covered by specific loan instruments executed in connection with any loan secured by Property in California.
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Related to California Properties

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

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • Real Property Interests Except for the ownership, leasehold or other interests set forth in the Information Certificate, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property.

  • Maintain Properties Maintain all properties necessary to its operations in good working order and condition, make all needed repairs, replacements and renewals to such properties, and maintain free from Liens all trademarks, trade names, patents, copyrights, trade secrets, know-how, and other intellectual property and proprietary information (or adequate licenses thereto), in each case as are reasonably necessary to conduct its business as currently conducted or as contemplated hereby, all in accordance with customary and prudent business practices.

  • B8 Property B8.1 Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church.

  • Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.

  • Title; Real Property (a) Each Group Member has good and marketable fee simple title to all owned real property and valid leasehold interests in all leased real property, and owns all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such property is subject to any Lien except Permitted Liens.

  • Real Property (a) The Company does not own any real property.

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