Unidentified Properties Sample Clauses

Unidentified Properties. Seller shall use its reasonable best efforts from and after the date hereof to identify any real property (whether leased or owned) of the Seller or any of its Subsidiaries that is Related to the Business (other than the Timberlands) and that has not been identified in Seller’s Disclosure Schedule as real property that comprises part of the Assets to be conveyed hereunder (each, an “Undisclosed Business Property”). As promptly as practicable, but in no event more than fifteen (15) Business Days, after becoming aware of the existence of any Undisclosed Business Property, Seller shall deliver to Purchaser a written description of such Undisclosed Business Property, the location and approximate acreage thereof and the basis on which such Undisclosed Business Property is Related to the Paper Business. Seller shall afford Purchaser and its representatives full access for a period of 45 days after delivery of any written notification of the existence of such Undisclosed Business Property to the Undisclosed Business Property and all information, data, reports, surveys and other written materials (including any correspondence or written communications with Governmental Authorities relating to the Undisclosed Business Property), including the right to conduct Phase I environmental surveys with respect to such Undisclosed Business Property. If during such 45-day period, Purchaser notifies Seller in writing either (i) that Purchaser’s environmental consultant has determined that Environmental Liabilities associated with such Undisclosed Business Property exceed $250,000 or (ii) that the fair market value of such Undisclosed Business Property is less than the amount of Environmental Liabilities associated with such Undisclosed Business Property, Purchaser, at its option, may treat such Undisclosed Business Property as an Asset to be conveyed under this Agreement or may treat such Undisclosed Business Property as an Excluded Property, and such determination by Purchaser shall be final, binding and conclusive for all purposes of this Agreement. Absent such notification by Purchaser within such 45-day period, such Undisclosed Business Property shall become part of the Assets to be conveyed pursuant to the terms of this Agreement (including, if such Undisclosed Business Property is part of the Xxxxx, Chillicothe Distribution Center or the Timberlands, Sections 6.10, 6.11 and 6.12).
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Related to Unidentified Properties

  • Owned Properties The Company does not own any real property.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

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

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

  • 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.

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

  • 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:

  • Other Properties If any Imposition shall be levied, charged, filed, assessed, or imposed upon or against the Leased Property, and if such Imposition shall also be a levy, charge, assessment, or imposition upon or for any other real or personal property that does not constitute a part of the Leased Property, then the computation of the amounts to be deposited under this Section 4.6 shall be based upon the entire amount of such Imposition and the Lessee shall not have the right to apportion any deposit with respect to such Imposition.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

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