CONTRIBUTED PROPERTIES Sample Clauses

CONTRIBUTED PROPERTIES. (a) Except as set forth in Schedule 4.08(a), the Contributor or a Contributed Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Contributor, the Contributor or a Contributed Entity is the owner of, good marketable and insurable fee simple title (or, in the case of certain Contributed Properties, a tenancy-in-common estate) to the Contributed Property owned by the Contributor or the Contributed Entity, in each case free and clear of all Liens except for Permitted Liens. Prior to the Closing, neither the Contributor nor any of the Contributed Entities shall take or omit to take any action to cause any Lien to attach to any Contributed Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Contributed Property.
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CONTRIBUTED PROPERTIES. (a) The Contributor, a Contributed Entity or a Property Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Contributor, each Contributed Entity or Property Entity is the owner of good marketable and insurable fee simple title to the Contributed Property owned by the Contributed Entity or Property Entity, in each case free and clear of all Liens except for Permitted Liens. No Person has any right or option to acquire all or any portion of any Contributed Property, other than the Operating Partnership pursuant to this Agreement.
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CONTRIBUTED PROPERTIES. (a) Schedule 4.12(a)(1) sets forth a list of the address of (i) each real property owned or leased (as lessee or sublessee), including ground leased, by any Contributed Entity as of the date of this Agreement and (ii) each of the Contributed Real Properties (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property are individually referred to herein as a “Contributed Property” and collectively referred to herein as the “Contributed Properties”). Schedule 4.12(a)(2) sets forth the name of the owner of each of the Contributed Properties which, as of the date of this Agreement, is under contract or signed letter of intent for purchase or sale or which is required under a binding contract to be leased or subleased after the date of this Agreement. Except as set forth in Schedule 4.12(a)(3), there are no real properties that any Contributed Entity is obligated to buy, lease or sublease at some future date.
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CONTRIBUTED PROPERTIES. All of the Partnership’s right, title and interest in and to each of the real properties described in the Contributed Properties in the attached Appendix I, together with (a) any and all buildings, structures, systems, facilities, fixtures, fences and parking areas located on the Contributed Properties and any and all machinery, equipment, apparatus and appliances (not owned by tenants) used in connection with the operation or occupancy of the Contributed Properties and any leasehold interest in all such improvements leased by the Partnership, (b) all privileges, rights, easements and appurtenances belonging to the Contributed Properties, (c) all development rights, air rights, water and sewer capacity rights and water stock relating to the Contributed Properties, and (d) all right, title and interest of the Partnership in and to any streets, alleys, passages, common areas, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Contributed Properties (collectively, the “Improvements”);
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CONTRIBUTED PROPERTIES. Depreciation, depletion and gain or loss with respect to assets contributed to the Joint operations shall be based upon the fair market values at the time of contribution and shall be allocated to the Capital Accounts in accordance with each party's share of such values and interest in the proceeds thereof even though such items as determined for income tax purposes are allocated differently so as to eliminate, to the extent possible, the disparity between the adjusted basis and the fair market value. c) Distribution in Kind. Immediately prior to any distribution of assets in kind the Capital Accounts shall be adjusted for the gain or loss which would be allocable to each party upon a disposition of such assets for fair market value. d) Fair Market Value. Fair market value for purposes of adjustments to Capital Accounts shall be reasonably determined by Reading & Bates Development Co. Reading & Bates Development Co. shall bx entitled to base xxxx value on the price paid for a contemporaneous transfer of an interest in the property. Reading & Bates Development Co. shall be entitled to value equipment in accordance with the accounting procedures as provided in the Agreement. Reading & Bates Development Co.'s determination of fair markxx xalue shall be conclusively binding as among the parties. e)
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CONTRIBUTED PROPERTIES. In addition to and not in lieu of Section 2.10(a) above, in the event and to the extent that the corporate or limited liability guarantees of the either or both of the Parent Entities, the Gerova Group or the Planet Five Group shall be required to refinance any one or more of the Gerova Real Estate Portfolio properties or any one or more of the Planet Five Properties (collectively, the “Contributed Properties”), than and in such event both Gerova and Planet Five shall provide or cause the applicable members of the Gerova Group or Planet Five Group to provide such guarantees; provided, however, that: (i) any such guarantees shall be given jointly by both of the Parent Entities, (ii) as to the Gerova Group, any such guarantees shall be subject to the prior approval of the Gerova Real Estate Committee, and (iii) the aggregate amount of any such guarantees shall not exceed as to any Contributed Property, either (A) thirty percent (30%) of the Net Asset Value of such Contributed Property, or (B) seventy-five percent (75%) of the Gross Asset Value of any income producing Contributed Property if and for so long as the debt coverage ratio on such Contributed Property is not less than 1.2:1.
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CONTRIBUTED PROPERTIES. Notwithstanding anything to the contrary contained in the Agreement, the final list of Contributed Properties are set forth on Exhibit A attached hereto and have an aggregate value of $49,444,164.79.
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CONTRIBUTED PROPERTIES. Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and/or cost recovery deductions and gain or loss attributable to property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.
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CONTRIBUTED PROPERTIES. APN 000-00-000 commonly known as 00000 X. Xx Xxxx Xxxxxxxxx, Xxxxxxxxx, XX with approximately 211,000 sq. ft. of building improvements APN 000-00-000 commonly known as 00000 Xxxxxxx Xxxxxx, Cupertino, CA with approximately 105,000 sq. ft. of building improvements
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Related to CONTRIBUTED PROPERTIES

  • Contributed Property Notwithstanding any other provision of this Operating Agreement, the Members shall cause Depreciation and or cost recovery deductions and gain or loss attributable to Property contributed by a Member or the Manager or revalued by the Company to be allocated among the Members or the Managers for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder using the method selected by the Managers.

  • Contributed Assets In accordance with Section 704(c) of the Code, income, gain, loss and deduction with respect to any property contributed to the Company with an adjusted basis for federal income tax purposes different from the initial Asset Value at which such property was accepted by the Company shall, solely for tax purposes, be allocated among the Members so as to take into account such difference in the manner required by Section 704(c) of the Code and the applicable Regulations.

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • 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.

  • 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.

  • Qualified Property Applicant’s Qualified Property is described in Schedule 2.3, which is incorporated herein by reference. The Parties expressly agree that the location of the Qualified Property shall be within the Reinvestment Zone as set out in Schedule 2.1.

  • Oil and Gas Properties The Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Sections 9.16 and 9.17. The Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a safe, careful, and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements, including the Environmental Laws.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it and a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Transaction Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that would have or could reasonably be expected to have a Material Adverse Effect.

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

  • 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.”

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