Sale of the Properties. Buyer agrees to purchase and accept from Sellers, and Sellers agree to sell, convey and assign to Buyer, all of the Properties on the terms and subject to the conditions set forth herein.
Sale of the Properties. Subject to the terms of the Addendum attached hereto, Buyer agrees to purchase and accept from Sellers, and Sellers agree to sell, convey and assign to Buyer, all of the Properties on the terms and subject to the conditions set forth herein.
Sale of the Properties. On August 22, 2007, at the request of the Workers’ Compensation Agency, the circuit court appointed Xxxxx as receiver of XxxXxxxxx’x business and property. In March 2008, Xxxxx sought permission to sell XxxXxxxxx’x property on Oak Industrial Drive in Grand Rapids. The circuit court granted him permission to sell the property free and clear of mortgages, liens, and other encumbrances, but required him to pay “all outstanding property tax liabilities.” Xxxxx sold the property and paid the property’s unpaid property taxes, interest, and penalties out of the proceeds of the sale. In March 2011, Xxxxx sought permission to sell XxxXxxxxx’x 44th Street property. The circuit court’s order permitted him to sell the property free and clear of mortgages, liens, and 1 MCL 207.551 et seq. other encumbrances, but required him to pay the property’s “real property taxes” and escrow “[s]tatutory interest, fees and penalties.” Xxxxx sold the property in compliance with the order.
Sale of the Properties. In addition to any transfer of a Property after it has been released from the Lien of the Loan Documents pursuant to the provisions of Sections 2.4.5 and 2.5 (which transfers are permitted hereunder without restriction), Borrowers and Operating Lessees shall have the one-time-right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if:
Sale of the Properties. In addition to any transfer of a Property after it has been released from the Lien of the Senior Loan Documents pursuant to the provisions of Section 2.5 of the Senior Loan Agreement and prepayment of the Loan in accordance with Section 2.4.2 hereof in an amount equal to the Release Amount for such Property or to a transfer of an Ownership Interest upon or after its release from the Lien of the Loan Documents in accordance with Section 2.5 or any transfer of a direct or indirect interest in any Borrower upon or after the release of the Ownership Interest in accordance with Section 2.5 (which transfers are permitted hereunder without restriction), Property Owners shall have a one-time-right to sell, assign, convey or transfer (but not mortgage, hypothecate or otherwise encumber or grant a security interest in) legal or equitable title to all (but not fewer than all) of the Properties only if:
Sale of the Properties. Upon and subject to the terms and conditions herein contained, Sellers agree to sell, transfer, assign and convey to Buyer, and Buyer agrees to purchase from Sellers each Seller’s interest in: (a) the Land, (b) the buildings and other improvements, if any, located on the Land (the “Buildings”), and (c) except to the extent otherwise set forth herein, all of the other tangible and intangible property owned by Sellers in, on, attached to, appurtenant to, and used in the operation or maintenance of, the Land or the Buildings, including, without limitation, development rights and air rights, if any (collectively with the Land and the Buildings, the “Properties” and, each a “Property” or an “Individual Property”). The sale of the Properties shall include, without limitation, the following:
Sale of the Properties. The Members hereby acknowledge, consent, and agree that in the event the Company has not sold the Properties within seven (7) years of the date of closing on the Properties, then the Company shall sell such Property or Properties subject to the Management Agreement, which shall remain in full force and effect provided that the Property Manager is not in default thereunder, and the profits derived from such sale or sales shall be distributed to the Members in accordance with Section 5.2 hereof. Notwithstanding the foregoing, the Company may extend such period with the Approval of the Members.
Sale of the Properties. The Operating Partnership intends to hold the Properties for investment with a view to long-term appreciation, to engage in the business of acquiring, developing, owning, and operating the Properties and to make such occasional sales of the Properties as are consistent with the Company’s investment objectives. The Company does not currently hold any Properties through any partnerships other than the Operating Partnership. Based primarily on such investment objectives, the Company believes that the Properties should not be considered dealer property (i.e., property held for sale to customers in the ordinary course of business). Whether property is dealer property is a question of fact that depends on the particular facts and circumstances with respect to the particular transaction. No assurance can be given that any property sold by the Company or any of its Partnerships will not be dealer property, or that the Company can comply with certain safe-harbor provisions of the Code that would prevent such treatment. The Company’s share of any gain realized by the Operating Partnership or any other partnerships on the sale of any dealer property generally will be treated as income from a prohibited transaction that is subject to a 100% penalty tax. See “Taxation of the Company — Income Tests — Prohibited Transactions” above. In the event the Company determines that a property, the ultimate sale of which is expected to result in taxable gain, will be held primarily for sale to customers in the ordinary course of a trade or business, the Company intends to cause such property to be acquired by or transferred to a TRS so that gain from such sale will be subject to regular corporate income tax as discussed above under “Taxation of the Company — Effect of Subsidiary Entities — Taxable Subsidiaries.”
Sale of the Properties. (i) During the pendency of this Agreement, except for the Stadium Suites property located in Columbia, South Carolina and more particularly described on Exhibit D attached hereto (the “Stadium Suites Property”), Assignee and Assignor each agrees that it shall not, nor shall it directly or indirectly cause the Venture, or any Subsidiary to, solicit offers for the sale of the Properties, or any direct or indirect interest in any of them, or market the Properties for sale, or any direct or indirect interest in any of them.
Sale of the Properties. (i) Unless the Mortgagor first obtains a release of the relevant Property or Properties from the Lien of this Mortgage in accordance with Article 44 hereof, the Mortgagor shall not sell, assign, convey, transfer or otherwise dispose of legal or equitable title to or any interest in all (or any) of the Properties unless after giving effect to the proposed transaction:
