Existing Properties Sample Clauses

Existing Properties. A. The Existing Properties are listed on Exhibit B-1 to this Agreement. Vistana may continue to operate the Existing Properties under the Applicable System and Standards and Policies in accordance with the terms and conditions of this Agreement. Each Existing Property may operate only under the applicable Existing Property name set forth in Exhibit B-1, which name may be changed only with Starwood’s prior written consent, which consent may be withheld in its sole discretion; provided that Starwood will use reasonable efforts to cooperate with a name change if reasonably required based on legal exposure. Except as expressly provided under this Agreement, Vistana may not voluntarily Deflag an Existing Property without the prior written consent of Starwood. B. In the event that Vistana delegates (or prior to the Effective Date has delegated) the authority to operate an Existing Property to an Affiliate, Vistana shall sublicense to such Affiliate the right to operate the applicable Existing Property only under the form of sublicense agreement attached hereto as Exhibit C, under which such Affiliate will be required to operate the Existing Property in accordance with the sublicense agreement and the terms and conditions of this Agreement, and such Affiliate will agree to be bound by the same responsibilities, limitations, and duties of Vistana under this Agreement with respect to such Existing Property. Vistana shall provide Starwood with a fully-executed copy of each sublicense agreement entered into hereunder promptly following its execution and will notify Starwood in writing upon the termination or expiration of any sublicense agreement. Except to the extent required by Applicable Law, Vistana shall not amend or otherwise modify any such sublicense agreement without Starwood’s prior written approval. C. The parties understand and agree that, to the extent that the transactions relating to Existing Properties described in this Agreement constitute or could be construed as constituting a franchise sale, such franchise sale shall be exempt from the Federal Trade Commission’s Franchise Rule disclosure requirements pursuant to 16 C.F.R. 436.8(a)(6) and/or one or more exemptions or exclusions under each Applicable Law with a Registration/Disclosure Requirement. Vistana represents and warrants to Starwood that Vistana or at least one of its Affiliates is an Entity that has been in business for at least five (5) years and has a net worth of at least $5,424,500. D. ...
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Existing Properties. All of the parties to the Court at Oxford Valley Contribution Agreement (other than the Partnership) shall be prepared and able to consummate immediately following the Closing hereunder the closing under such agreement and to satisfy their respective obligations with respect thereto and all conditions to the Partnership's and PREIT's obligation to proceed with the closing thereunder shall have been satisfied or waived. The conditions set forth in Section 7.2(a)(xiv) of the Hillview Contribution Agreement and Section 7.2(a)(xiv) of the Northeast Contribution Agreement shall be satisfied as of the Closing Date as if the Closing Date were the closing date under such agreements.
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Existing Properties. 59 7.7 Contribution of PREIT Assets.......................... 59 7.8
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Existing Properties. The real estate purchased, leased or licensed by the Borrower and described in Exhibit 1.1 (a) attached hereto and incorporated herein by reference which represent the location at which the Borrower has, as of the date hereof, existing operations or facilities under construction; and
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Existing Properties. In accordance with and subject to the Proposal Process set forth in Section 2.1, for the development of an Existing Property, Olympus and Stratus agree that the typical venture will provide (i) a property contribution by Stratus at a contribution value to be designated by Stratus and agreed to by Olympus, (ii) a contribution of cash Equity Funds by Olympus and (iii) unless otherwise mutually agreed, Stratus and Olympus shall receive identical instruments in exchange for such contributions, whether in the form of equity or mezzanine debt. If the value of the Existing Property exceeds Stratus' equity contribution amount to the venture, then Stratus shall receive cash from the venture in the amount by which the Existing Property contribution value exceeds Stratus' equity contribution.
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Existing Properties. IN THE EVENT THAT THE ESCROW AND THE TRANSACTIONS CONTEMPLATED HEREBY TO THE EXTENT RELATED TO ANY EXISTING PROPERTY FAILS TO CLOSE AS A RESULT OF THE DEFAULT OF TRANSFEREE IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO ACQUIRE SUCH EXISTING PROPERTY (OTHER THAN ANY EXISTING PROPERTY WHICH IS REMOVED FROM THE TRANSACTION AS EXPRESSLY PERMITTED HEREIN), TRANSFEREE, PMB LLC AND TRANSFERORS AGREE THAT PMB LLC’S AND TRANSFERORS’ ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. SUBJECT TO SECTION 12.2 HEREOF, THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE ESCROW AND THE TRANSACTIONS CONTEMPLATED HEREBY TO THE EXTENT RELATED TO ANY SUCH EXISTING PROPERTY FAILS TO CLOSE AS A RESULT OF THE DEFAULT OF TRANSFEREE IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER TO ACQUIRE ALL OF THE EXISTING PROPERTIES (OTHER THAN ANY EXISTING PROPERTY WHICH IS REMOVED FROM THE TRANSACTION AS EXPRESSLY PERMITTED HEREIN), TRANSFEREE, AS PMB LLC’S AND TRANSFERORS’ SOLE AND EXCLUSIVE REMEDY, SHALL PAY TO PMB LLC (FOR THE BENEFIT OF PMB LLC AND ALL APPLICABLE TRANSFERORS) LIQUIDATED DAMAGES IN THE AMOUNT OF TEN MILLION DOLLARS ($10,000,000) IN THE AGGREGATE (THE “EXISTING PROPERTY LIQUIDATED DAMAGES AMOUNT”); PROVIDED, HOWEVER, THAT THE EXISTING PROPERTY LIQUIDATED DAMAGES AMOUNT SHALL BE REDUCED FOR EACH EXISTING PROPERTY, IF ANY, THAT IS REMOVED FROM THE TRANSACTION AS EXPRESSLY PERMITTED HEREIN, BY THE PERCENTAGE OBTAINED BY DIVIDING THE CONTRIBUTION VALUE FOR SUCH REMOVED PROPERTY BY THE SUM OF ALL CONTRIBUTION VALUES FOR ALL EXISTING PROPERTIES IDENTIFIED ON EXHIBIT “A” ATTACHED HERETO. IN THE EVENT THAT THE ESCROW WITH RESPECT TO ANY EXISTING PROPERTY FAILS TO CLOSE AS A RESULT OF TRANSFEREE’S DEFAULT, THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF TRANSFEREE, PMB LLC AND TRANSFERORS HEREUNDER WITH RESPECT TO ANY PROPERTIES THAT HAVE NOT SO CLOSED AND THE ESCROW CREATED HEREBY WITH RESPECT TO SUCH PROPERTIES SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO TRANSFEREE, PMB LLC AND THE APPLICABLE TRANSFERORS ALL DOCUMENTS AND INSTRUMENTS WITH RESPECT TO SUCH EXISTING PROPERTIES TO THE PARTIES WHO DEPOSITED THE SAME, (C) TRANSFEREE SHALL DELIVER THE EXISTING PROPERTY LIQUIDATED DAMAGES AMOUNT TO PMB LLC, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, AND (D) ALL RELATED TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO TRANSFEREE.
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Existing Properties 
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Related to Existing Properties

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

  • Leased Properties Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

  • Owned Properties The "Owned Real Property Schedule" attached hereto sets forth a list of all owned real property (the "Owned Real Property") used by the Company or any of it Subsidiaries in the operation of the Company's or any of it Subsidiaries' business. With respect to each such parcel of Owned Real Property and except for Liens in favor of the Senior Lenders: (i) such parcel is free and clear of all covenants, conditions, restrictions, easements, liens or other encumbrances, except Permitted Encumbrances; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupance of any portion of such parcel; and (iii) there are no outstanding actions or rights of first refusal to purchase such parcel, or any portion thereof or interest therein.

  • Business and Properties No business of any Loan Party or any of its Subsidiaries is affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Assets and Properties (a) The Company and its Subsidiaries have good title to, or a valid leasehold interest in or valid right to use, all material properties and assets used by them, located on their premises or shown on the consolidated balance sheet of the Company and its Subsidiaries as of August 27, 2005 or acquired after the date thereof, free and clear of all Liens (other than properties and assets disposed of in the ordinary course of business since August 27, 2005, except for Liens disclosed on such consolidated balance sheet, and except for Permitted Liens). The Company and its Subsidiaries own, have a valid leasehold interest in, or have the valid and enforceable right to use all assets, tangible or intangible, necessary for the conduct of their businesses as presently conducted. Except as set forth in Section 4.24(a) of the Company Disclosure Schedule and except as would not have a Company Material Adverse Effect, all of the Company's and its Subsidiaries' buildings (including all components of such buildings, structures and other improvements), and all equipment, machinery, fixtures, improvements and other tangible assets (whether owned or leased) are in adequate condition and repair (ordinary wear and tear excepted) for the operation of their businesses as presently conducted. (b) Section 4.24(b) of the Company Disclosure Schedule sets forth the address and description of each parcel of Owned Real Property. With respect to each parcel of Owned Real Property, except as set forth in Section 4.24(b) of the Company Disclosure Schedule: (i) the Company or its Subsidiaries have fee simple title, free and clear of all Liens except Permitted Liens as of the Closing Date; (ii) neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; and (iii) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. (c) Section 4.24(c) of the Company Disclosure Schedule sets forth the address of each parcel of Leased Real Property, and a complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease document). The Company has made available to Parent and Acquisition Corp. a complete copy of each such Lease. Neither the Company nor its Subsidiaries are party to any oral Leases. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, with respect to each of the Leases: (i) as to the Company and its Subsidiaries, such Lease is legal, valid, binding, enforceable and in full force and effect in all material respects; (ii) the transaction contemplated by this Agreement does not require the consent of or notice to any other party to such Lease, will not result in a material breach of or material default under such Lease, will not give rise to any recapture or similar rights, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) none of the Company, its Subsidiaries, or, to the knowledge of the Company, any other party to the Lease is in material breach or material default under such Lease and no event, with the passage of time or giving of notice or both, would constitute a material breach or default under such Lease; (iv) the other party to such Lease is not an affiliate of the Company or any of its Subsidiaries; (v) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the contractual right to use or occupy such Leased Real Property or any portion thereof; (vi) 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 (vii) there are no Liens on the estate or interest created by such Lease except for Permitted Liens. Except as set forth in Section 4.24(c) of the Company Disclosure Schedule, none of the Leases contain any capital expenditure requirements or remodeling obligations of the Company or any of its Subsidiaries other than ordinary maintenance and repair obligations. (d) For purposes of this Agreement, "Permitted Liens" shall mean (i) statutory landlord's, mechanic's, carrier's, workmen's, repairmen's or other similar Liens arising or incurred in the ordinary course of business for amounts which are not due and payable and which would not, individually or in the aggregate, have a Material Adverse Effect on the business of the Company and its Subsidiaries as currently conducted thereon, (ii) such easements, covenants and other restrictions or encumbrances of record as do not materially affect the ownership or use of the properties or assets subject thereto or affected thereby or otherwise materially affect, restrict or impair business operations at such properties, and (iii) liens pursuant to that certain loan agreement with The CIT Group/Business Credit, Inc.