Substitute Properties Sample Clauses

Substitute Properties. In the event any Property is excluded pursuant to Section 6(c), Seller shall promptly identify by notice to Buyer (“Seller’s Notice”) another real property or properties owned by Seller, or its affiliate, of substantially equivalent market value and, at Buyer’s request and subject to Buyer’s approval, include such property or properties in the transaction contemplated hereby in lieu of such Excluded Property (each such Property, a “Substitute Property”). Buyer and Seller shall reasonably cooperate to effectuate the addition of such Substitute Property to the transaction contemplated hereby by an amendment to this Agreement. Notwithstanding the foregoing, the Closing shall not be delayed to include such Substitute Property. If such Substitute Property cannot reasonably be included in the Closing because there is not sufficient time to do so, Seller and Buyer shall reasonably cooperate following Closing to transfer such Substitute Property to Buyer on substantially the same terms and conditions set forth herein. The terms and conditions of this Section 6(d) shall survive Closing. If Seller and Buyer are unable to agree on a Substitute Property within thirty (30) days of Seller’s Notice, or if Buyer disapproves of Seller’s good faith, reasonable proposal(s) of a Substitute Property, then the terms and conditions of this Section 6(d) shall no longer apply and the parties shall have no further obligations under this Section 6(d).
Sample 1
AutoNDA by SimpleDocs
Substitute Properties. Neither the Lessor nor any Lender shall have any commitment to fund any amount in excess of the principal amount of Loans outstanding on the last day of the fourth Loan Year. If, however, during the fifth or sixth Loan Years, the Lessee purchases one or more Properties pursuant to the provisions of the Lease and the Loans are prepaid in accordance with Section 2.5 of the Credit Agreement, the Lessee may cause the Lessor to purchase one or more substitute Properties (each, a "Substitute Property", collectively, the "Substitute Properties"), provided that (a) the Property Cost with respect to each Substitute Property may not be in excess of the Property Cost of the Property for which it is being substituted, (b) the aggregate Property Cost of all Substitute Properties may not exceed 20% of the aggregate Property Cost of all of the Properties on the last day of the fourth Loan Year, provided, however, any Substitute Property which is purchased by the Lessor in substitution of a Property previously purchased by the Lessee in order to cure an existing Covenant Default (as evidenced by an Officer's Certificate of the Lessee) shall not be considered a Substitute Property for the purposes of the foregoing limitation contained in this clause (b) and (c) all of the conditions to the making of Advances and Lessor Contributions contained in this Agreement, the Credit Agreement and any other Operative Agreement shall have been satisfied on or prior to the applicable Funding Date.
Sample 1
Substitute Properties. If, prior to the expiration of the --------------------- Commitment Period, the Lessee purchases one or more Properties (each, a "Purchased Property") pursuant to the provisions of the Lease and a portion of ------------------- the Loans are prepaid in accordance with Section 2.5 of the Credit Agreement, the Lessee may cause the Lessor to purchase one or more substitute Properties (each, a "Substitute Property", collectively, the "Substitute Properties"), ------------------- --------------------- provided that (a) the aggregate Property Cost of all Substitute Properties may not exceed $20,000,000, (b) Lessee shall cause the Lessor to purchase the applicable Substitute Property within one year from the date that the Lessee purchased the applicable Purchased Property and (c) all of the conditions to the making of Advances and Lessor Contributions contained in this Agreement, the Credit Agreement and any other Operative Agreement shall have been satisfied on or prior to the applicable Funding Date for the purchase of the Substitute Property.
Sample 1

Related to Substitute Properties

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

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

  • B8 Property B8.1 Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

  • 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.

  • Qualified Property Applicant’s Qualified Property is described in Schedule 2.3, which is incorporated herein by reference. The Parties expressly agree that the location of the Qualified Property shall be within the Reinvestment Zone as set out in Schedule 2.1.

  • 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.

  • Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

  • Additional Property Collateral shall also include the following property (collectively, the "Additional Property") which Pledgor becomes entitled to receive or shall receive in connection with any other Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin-off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of any other Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; (d) any interest, premium or principal payments; and (e) any conversion or redemption proceeds; provided, however, that until the occurrence of an Event of Default (as hereinafter defined), Pledgor shall be entitled to all cash dividends and all interest paid on the Collateral (except interest paid on any certificate of deposit pledged hereunder) free of the security interest created under this Agreement. All Additional Property received by Pledgor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Pledgor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party as Collateral under the terms of this Agreement. If the Additional Property received by Pledgor shall be shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with, if requested by Secured Party, signatures guaranteed by a member or member organization in good standing of an authorized Securities Transfer Agents Medallion Program, all in form and substance satisfactory to Secured Party. Secured Party shall be deemed to have possession of any Collateral in transit to Secured Party or its agent.

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

Time is Money Join Law Insider Premium to draft better contracts faster.