Conveyance of Premises. Except for the interest granted to Lessee pursuant to the Lease, Grantor shall not directly or indirectly encumber, pledge, convey, transfer or assign any or all of its interest in the Premises without the prior written consent of Beneficiary. Subject to the provisions of Section 3.11 hereof, Beneficiary's consent to such a transfer, if given, shall not release or alter in any manner the liability of Grantor or anyone who has assumed or guaranteed the payment of the Secured Indebtedness or any portion thereof. At the option of Beneficiary, the Secured Indebtedness shall be immediately due and payable in the event that Grantor conveys all or any portion of the Premises or any interest therein, or in the event that Grantor's equitable title thereto or interest therein shall be assigned, transferred or conveyed in any manner, including without limitation, the transfer or conveyance of any interest in Grantor, without obtaining Beneficiary's prior written consent thereto, and any waiver or consent for any prior transfer shall not preclude Beneficiary from declaring the Secured Indebtedness due and payable for any subsequent transfer.
Conveyance of Premises. Borrower hereby acknowledges to Lender that (i) the identity and expertise of Borrower were and continue to be material circumstances upon which Lender has relied in connection with, and which constitute valuable consideration to Lender for, the extending to Borrower of the Indebtedness evidenced by the Note and (ii) any change in such identity or expertise could materially impair or jeopardize the security for the payment of the Note granted to Lender by this Deed. Borrower therefore covenants and agrees with Lender, as part of the consideration for the extending to Borrower of the indebtedness evidenced by the Note, that Borrower shall not encumber, pledge, convey, transfer or assign any or all of its interest in the Premises (or any interest in or all of the interest in Borrower if Borrower is a corporation, partnership or some other entity) without the prior written consent of Lender. If Borrower does so encumber, pledge, convey, transfer or assign any or all of its interest in the Premises (or in Borrower) without the prior written consent of Lender, then Lender may, at Lender’s option, declare the Indebtedness to be immediately due and payable.
Conveyance of Premises. On the payment date specified in the notice of election to exercise the purchase option, or such other date as Tenant, Trustee and Landlord may mutually agree, Landlord shall convey the Premises to the State by statutory warranty deed modified to convey all of Landlord’s leasehold interest in the Land and its fee ownership interest in all improvements thereon constructed by Landlord, and this Lease shall terminate. Said deed may list as exceptions all covenants, conditions and restrictions then recorded against the Premises so long as such exceptions: (i) are set forth in Exhibit G attached hereto; (ii) consist of non- delinquent real estate taxes and assessments, or (iii) arise by reason of Tenant’s activities. Tenant shall be responsible for the cost for any owner’s policy of title insurance the State elects to obtain in connection with such purchase. Landlord shall not be required to make any representations regarding the conditions of the Premises and the State agrees to accept the Premises in an “as is” condition; provided, however, that nothing contained in this Section 31.3 shall constitute a waiver of Landlord’s obligation to maintain the Premises in good condition and repair as provided elsewhere in this Lease. Nothing herein shall be construed to require Tenant to exercise the purchase option herein granted.
Conveyance of Premises. Grantor may not sell, convey, or otherwise transfer the Premises, or any part thereof or interest therein, legal or equitable, except to a competent and reputable condominium developer who agrees to assume, and has the resources to satisfy, all of Seller's remaining obligations under the Development Agreement between Grantor and Beneficiary with respect to the Premises. The determination in respect of the qualifications of the prospective transferee shall be based on a reasonable interpretation of public or private information. Notwithstanding anything contained herein to the contrary, Grantor shall be entitled to encumber the Property by executing and recording an inferior and subordinate deed of trust and security agreement in favor of Xxxxxxxx Capital Partners, L.C., a Virginia limited liability company, and its assigns (the "Second Mortgage Lender") securing a loan in the amount of Seven Million and 00/100 Dollars ($7,000,000.00) from Second Mortgage Lender to Grantor.
Conveyance of Premises. As used herein the term "Landlord" means only the current owner or owners of the fee title to the Building or the lessee under a ground lease of the Land. Upon each conveyance (whether voluntary or involuntary) of the Building, the conveying party shall be relieved of all liability under any and all of its covenants and obligations contained in or derived from this Lease or arising out of any act, occurrence or omission occurring after the date of such conveyance. Landlord may sell, assign, convey, encumber or otherwise transfer all or any portion of its interests in this Lease, the Premises, the Building or the Land.
Conveyance of Premises. Subject to the provisions of this Lease, as ---------------------- used herein the term "Landlord" means only the current owner or owners of the fee title to the Building or the lessee under a ground lease of the Land (and the owner of the Building). Upon each bona fide conveyance of the Landlord's entire interest in the Project to a bona fide purchaser for value who unconditionally assumes in writing for the benefit of Tenant each and all of such liabilities, covenants and obligations, the conveying party shall be relieved of all liability under any and all of its covenants and obligations contained in this Lease first arising out of any act, occurrence or omission occurring under this Lease after the date of such conveyance. Landlord may sell, assign, convey, encumber or otherwise transfer all or any portion of its interests in this Lease, the Premises, the Building, the Project or the Land.
Conveyance of Premises. 3.1 The transfer of the Land shall be by quitclaim deeds (collectively the “Deed”), the final form of which, unless amended pursuant to Section 3.6 below, is attached hereto as Exhibit D and made a part hereof. The Deed shall convey all of Seller's right, title, and interest in the Land, subject to all exceptions and reservations as specified in the Deed, including, without limitation by enumeration, Seller’s reservation of (i) all rights to all deposits of coal, ores, metals, and other minerals, asphaltum, oil, gas, and other like substance, together with the right to prospect for, mine, and remove the same upon rendering compensation to the owner or lessee for all damages that may be caused by such prospecting or removal; (ii) Seller’s reservation of a permanent easement for construction, repair, maintenance, and operation of all existing public highway crossings and occupancies, whether recorded or not; and (iii) Seller’s reservation of all permanent and temporary easements necessary for construction, repair, maintenance, and operation of all public highway crossings and occupancies of the Sioux Valley Line in connection with the projects identified in Seller’s Statewide Transportation Improvement Program for the period from 2021 through 2024.
Conveyance of Premises. 3.1 The conveyance of the Land shall be by quitclaim deed (the “Deed”), the final form of which, unless amended pursuant to Section 3.6 below, is attached hereto as Exhibit D and made a part hereof. The Deed shall convey all of Seller's right, title, and interest in the Land, subject to all exceptions and reservations as specified in the Deed, including, without limitation by enumeration, (i) Seller’s reservation of all rights to all deposits of coal, ores, metals, and other minerals, asphaltum, oil, gas and other like substance, together with the right to prospect for, mine and remove the same upon rendering compensation to the owner or lessee for all damages that may be caused by such prospecting or removal;
Conveyance of Premises. Grantor shall not directly or indirectly encumber (by lien, junior mortgage, or otherwise), pledge, convey, transfer or assign any or all of its interest in the Premises without the prior written consent of Bond Trustee. Bond Trustee’s consent to such a transfer, if given in Bond Trustee’s sole discretion, shall not release or alter in any manner the liability of Grantor or anyone who has assumed or guaranteed the payment of the Secured Indebtedness or any portion thereof. At the option of Bond Trustee the Secured Indebtedness shall be immediately due and payable in the event that Grantor conveys all or any portion of the Premises or any interest therein, or in the event that Grantor’s equitable title thereto or interest therein shall be assigned, transferred or conveyed in any manner, without obtaining Bond Trustee’s prior written consent thereto, and any waiver or consent for any prior transfer shall not preclude Bond Trustee from declaring the Secured Indebtedness due and payable for any subsequent transfer. A change in control of Grantor shall constitute a transfer in violation of this restriction.
Conveyance of Premises. With respect to that certain parcel of real estate included in the Assets with an address at 000 Xxxxxxxxxx Xxxxx, Xxxxxxxxx, Xxx Xxxx as described in EXHIBIT 1.1 hereto (the "Premises"), the Company agrees to sell and convey the Premises to BOL at the Closing by delivery of a good and sufficient Bargain and Sale Deed in the form attached hereto as EXHIBIT 1.9, running to BOL or to such nominee as the Buyer may designate to the Company at or prior to the Closing, and said deed shall convey a good, clear, record, marketable and insurable (as specified in Section 6.14 herein) title thereto, free from all mortgages, liens, restrictions, easements or other encumbrances or matters of record, except:(i) real estate taxes assessed for the then current tax fiscal year which are not due and payable on the date of the delivery of such deed; (ii) any liens for municipal betterments assessed after the Closing Date; (iii) any restrictions, easements and other burdens on the Premises of record, including the Protective Covenants for the Johnstown Industrial Park, subject to the provisions of Section 6.14
