Excess Real Property Sample Clauses

Excess Real Property. The Parties agree that the land north of the road known as “Xxxx Xxxx Road” and marked in black on the map attached hereto as Schedule 7.15(h) sets forth the demarcation of that portion of the Real Property which shall be deemed “Excess Real Property”. Following the Closing, the Parties shall cooperate and take such actions as may be necessary to finally determine the legal description of the Excess Real Property. All costs and expenses attributable to the determination of such legal description shall be borne equally by Purchaser and Seller. Following the Closing, in the event Purchaser sells or otherwise transfers to an un-Affiliated third party all or a portion of the Excess Real Property, on terms acceptable to Purchaser in its sole discretion, then Purchaser shall deliver or cause to be delivered to Seller 50% of the Net Proceeds of such sale or transfer. For purposes of this Agreement, “Net Proceeds” means the proceeds payable as consideration by an un-Affiliated third party for the sale or transfer by Purchaser of all or a portion of the Excess Real Property, net of all costs and expenses incurred by Purchaser or its Affiliates with respect to (i) effecting such sale or transfer, including any and all Transfer Taxes and other Taxes payable with respect thereto, or (ii) Purchaser's ownership, operation and management of the Excess Real Property from and after the Closing until the date of such sale or transfer, including all insurance, maintenance, security and other operating costs, including all Taxes paid or payable in connection with the Excess Real Property. Purchaser may, in its sole discretion, require that easements or other residual property rights for the benefit of the Facility and the Real Property that is not the Excess Real Property be retained by Purchaser as a condition to consummation of any sale or transfer of all or a portion of the Excess Real Property to an un-Affiliated third party, in which case Seller will have no rights associated with any such easements or residual property rights. Except with respect to the allocation of Net Proceeds pursuant to the terms of this Section 7.15(h), nothing herein shall prevent Purchaser, its Affiliates or its and their respective Representatives from acting, or refraining from acting, in the best interests of Purchaser or its Affiliates, considering only such factors as the Purchaser, its Affiliates or such Representatives choose to consider. Notwithstanding anything herein to the contrary, i...
Sample 1
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Excess Real Property. Excess real property (the "Excess Real Property") owned or leased by Seller which is located in the vicinity of or adjacent to certain of the Stations and described in SCHEDULE 2.2.3.
Sample 1

Related to Excess Real Property

  • Leased Real Property Section 3.13(b) of the Company Disclosure Letter contains a true, correct and complete list of (i) all of the real property that is leased, subleased, licensed or otherwise used or occupied by, the Company or any of its Subsidiaries (such property, the “Leased Real Property”) and (ii) all leases, subleases, licenses or other Contracts pursuant to which the Company or its Subsidiaries use or occupy, or have the right to use or occupy, now or in the future, such Leased Real Property (each, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and/or one of its Subsidiaries, as the case may be, have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Lease, subject to proper authorization and execution of such Lease by the other party thereto and Permitted Liens, except in each case, as enforcement may be limited by the Enforceability Limitations, except as would not, individually or in the aggregate, have a Company Material Adverse Effect. With respect to each Lease and except as would not, individually or in the aggregate, have a Company Material Adverse Effect or materially and adversely affect the current use by the Company or its Subsidiaries of the Leased Real Property, (i) each Lease is in full force and effect and a valid, binding and legally enforceable obligation of the Company or its applicable Subsidiary, as the case may be, and, to the Knowledge of the Company, the other parties thereto (except in each case as may be limited by the Enforceability Limitations); (ii) each Lease has not been amended or modified in any material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) there is no existing material default or event of default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party thereto, under any Lease (iii) to the Knowledge of the Company, there are no disputes with respect to any Lease; (iv) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in such Lease or any interest therein; and (v) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Leased Real Property is in all material respects in good operating condition and in a state of good and working maintenance and repair, ordinary wear and tear excepted, and is adequate and suitable for its current uses and purposes. There are no physical conditions or defects on any part of the Leased Real Property that would materially impair or would be reasonably expected to materially impair the continued operation of the business of the Company and its Subsidiaries as presently conducted at such Leased Real Property.

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

  • Owned Real Property The Company does not own any real property.

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

  • Real Property; Fixtures Each Grantor covenants and agrees that upon the acquisition of any fee interest in Real Property having a fair market value in excess of $1,000,000 it will promptly (and in any event within two (2) Business Days of acquisition) notify Agent of the acquisition of such Real Property and will grant to Agent, for the benefit of the Lender Group and the Bank Product Providers, a first priority Mortgage on each fee interest in Real Property now or hereafter owned by such Grantor and shall deliver such other documentation and opinions, in form and substance satisfactory to Agent, in connection with the grant of such Mortgage as Agent shall request in its Permitted Discretion, including title insurance policies, financing statements, fixture filings and environmental audits and such Grantor shall pay all recording costs, intangible taxes and other fees and costs (including reasonable attorneys fees and expenses) incurred in connection therewith. Each Grantor acknowledges and agrees that, to the extent permitted by applicable law, all of the Collateral shall remain personal property regardless of the manner of its attachment or affixation to real property;

  • Real Property; Personal Property (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Owned and Leased Real Properties (a) Neither Public Company nor any of its Subsidiaries owns or has ever owned any real property.

  • Real Property; Assets (a) Neither the Company nor any of its Subsidiaries owns any real property.

  • Real Property; Leasehold Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances.

  • Title to Assets; Real Property (a) The Company has good and valid (and, in the case of owned Real Property, good and marketable fee simple) title to, or a valid leasehold interest in, all Real Property and personal property and other assets reflected in the Audited Financial Statements or acquired after the Balance Sheet Date, other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date. All such properties and assets (including leasehold interests) are free and clear of Encumbrances except for the following (collectively referred to as “Permitted Encumbrances”):

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