New Zealand Property Sample Clauses

New Zealand Property. (a) In addition to, and not in limitation of any other provision of this Agreement, and notwithstanding anything to the contrary in Sections 7.5(b) (ii), (iii), (iv) and (vi) hereof, from and after the Closing Date Seller shall be responsible for any Cleanup of Hazardous Materials which were Released prior to the Closing Date on, at, or under the Levin, New Zealand property (the "Levin Property") or Released or disposed of in connection with the Business on any property contiguous to the Xxxxx Property prior to the Closing Date and for which Cleanup is required under any Environmental Law as interpreted by the independent local council that has jurisdiction over the Xxxxx Property. Cleanup shall be in accordance with and to the levels required under any Environmental Laws so interpreted. The parties agree that they will jointly consult the independent local council in the event they disagree as to applicable Cleanup requirements or standards; provided, however, that the parties agree that any Cleanup ordered by a court with jurisdiction shall be deemed to be required by Environmental Law under this Section except to the extent the independent local council requires an additional or more extensive Cleanup.
Sample 1
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New Zealand Property. Notwithstanding anything to this Agreement to the contrary but subject to the last sentence of this Section 2.05(k), the Parties agree that the Purchase Price shall not be adjusted under this Agreement by virtue of whether or not the OIA Consent (as defined in that certain Business Transfer Agreement, dated as of November 1, 2019, between GE Healthcare Limited and Global Life Sciences Solutions New Zealand (the “New Zealand Local Agreement” )) is obtained or whether or not the Subleased Tauranga Lots (as defined in the New Zealand Local Agreement) are retained by GE Healthcare Limited. Further, the Parties agree that, notwithstanding Sections 19.1, 19.2 and 19.3 of the New Zealand Local Agreement, the terms of Section 9 of the New Zealand Local Agreement, as varied by the Letter of Variation entered into between the parties to the New Zealand Local Agreement dated March 31, 2020, shall be treated as the definitive agreement of the Parties with respect to the subject matter of such section, shall be deemed to modify this Agreement to such extent and shall survive the Closing until the earlier of when the OIA Consent is obtained and when such Section 9 of the New Zealand Local Agreement is fully performed.
Sample 1
New Zealand Property. (a) In addition to, and not in limitation of any other provision of this Agreement, and notwithstanding anything to the contrary in Sections 7.5(b) (ii), (iii), (iv) and (vi) hereof, from and after the Closing Date Seller shall be responsible for any Cleanup of Hazardous Materials which were Released prior to the Closing Date on, at, or under the Levin, New Zealand property (the "LEVIN PROPERTY") or Released or disposed of in connection with the Business on any property contiguous to the Levix Xxxperty prior to the Closing Date and for which Cleanup is required under any Environmental Law as interpreted by the independent local council that has jurisdiction over the Levix Xxxperty. Cleanup shall be in accordance with and to the levels required under any Environmental Laws so interpreted. The parties agree that they will jointly consult the independent local council in the event they disagree as to applicable Cleanup requirements or standards; PROVIDED, HOWEVER, that the parties agree that any Cleanup ordered by a court with jurisdiction shall be deemed to be required by Environmental Law under this Section except to the extent the independent local council requires an additional or more extensive Cleanup.
Sample 1

Related to New Zealand Property

  • Mortgaged Property Undamaged The Mortgaged Property is undamaged by waste, fire, earthquake or earth movement, windstorm, flood, tornado or other casualty so as to affect adversely the value of the Mortgaged Property as security for the Mortgage Loan or the use for which the premises were intended;

  • Entry on Mortgaged Property Enter the Mortgaged Property and take exclusive possession thereof and of all books, records and accounts relating thereto or located thereon. If Mortgagor remains in possession of the Mortgaged Property following the occurrence and during the continuance of an Event of Default and without Mortgagee’s prior written consent, Mortgagee may invoke any legal remedies to dispossess Mortgagor.

  • Real Property Collateral The Administrative Agent shall have received, in form and substance reasonably satisfactory to the Administrative Agent:

  • Mortgaged Property The real property securing repayment of the debt evidenced by a Mortgage Note.

  • Collateral Locations All of such Grantor’s locations where Collateral is located are listed on Exhibit A. All of said locations are owned by such Grantor except for locations (i) which are leased by the Grantor as lessee and designated in Part VII(b) of Exhibit A and (ii) at which Inventory is held in a public warehouse or is otherwise held by a bailee or on consignment as designated in Part VII(c) of Exhibit A.

  • New Collateral Locations Borrower may open any new location within the continental United States provided Borrower (a) gives Lender thirty (30) days prior written notice of the intended opening of any such new location and (b) executes and delivers, or causes to be executed and delivered, to Lender such agreements, documents, and instruments as Lender may deem reasonably necessary or desirable to protect its interests in the Collateral at such location, including UCC financing statements.

  • Property Locations (a) Provide to Administrative Agent at least ten (10) days’ prior written notice before adding any new offices or business or Collateral locations, including warehouses (unless such new offices or business or Collateral locations qualify as Excluded Locations).

  • Real Estate Leases The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").

  • Real Estate Assets In order to create in favor of Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Mortgaged Properties No Loan Party that is an owner of Mortgaged Property shall take any action that is reasonably likely to be the basis for termination, revocation or denial of any insurance coverage required to be maintained under such Loan Party’s respective Mortgage or that could be the basis for a defense to any claim under any Insurance Policy maintained in respect of the Premises, and each Loan Party shall otherwise comply in all material respects with all Insurance Requirements in respect of the Premises; provided, however, that each Loan Party may, at its own expense and after written notice to the Administrative Agent, (i) contest the applicability or enforceability of any such Insurance Requirements by appropriate legal proceedings, the prosecution of which does not constitute a basis for cancellation or revocation of any insurance coverage required under this Section 5.04 or (ii) cause the Insurance Policy containing any such Insurance Requirement to be replaced by a new policy complying with the provisions of this Section 5.04.

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