Xxxxxxx Properties Sample Clauses

Xxxxxxx Properties. All Deliverables shall belong exclusively to X.X. Xxxxxxx and shall, to the extent possible, be considered a work made for hire for X.X. Xxxxxxx within the meaning of Title 17 of the United States Code. Kanbay automatically assigns, and shall cause its Affiliates, contractors and personnel automatically to assign, at the time of creation of the Deliverable, without any further consideration, any right, title, or interest it or they may have in such Deliverable, including any copyrights or other intellectual property rights pertaining thereto. Notwithstanding the foregoing, X.X. Xxxxxxx shall have no ownership or other rights in or with respect to any Deliverable (or portion thereof) created by Kanbay hereunder until full payment has been made to Kanbay for the Services relating to such Deliverable (or portion thereof). Except as expressly authorized in a Statement of Work accepted hereunder, Kanbay will not copy, modify, distribute or transfer (by any means), display, sublicense, rent, reverse engineer, decompile, or disassemble the X.X. Xxxxxxx Properties.
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Xxxxxxx Properties. (i) Purchaser acknowledges that certain Properties are encumbered by the Assumption Indebtedness (the “Xxxxxxx Properties”), which may not be prepaid by Seller or the applicable Transferor prior to Closing. Promptly after Purchaser’s receipt of the Financing Documents, Purchaser shall submit an application for the assumption of the Assumption Indebtedness (the “Loan Assumption Application”) and approval of a Transfer (as defined in the Financing Documents) to Purchaser and shall thereafter diligently pursue the Loan Assumption Application and take such other commercially reasonable actions as may reasonably be required to obtain Lender’s approval of the Transfer to Purchaser and assignment and assumption of the Assumption Indebtedness. Purchaser acknowledges and agrees that Purchaser is solely responsible for the preparation and submittal of the Loan Assumption Application, including the collection of all materials, documents, certificates, financial statements, signatures, and other items required to be submitted to the Lender in connection with the Loan Assumption Application. Notwithstanding the foregoing, Seller agrees to reasonably cooperate with Purchaser to the extent necessary to facilitate Purchaser’s completion of the Loan Assumption Application and receipt of Lender’s approval therefor. Failure of Purchaser to submit the Loan Assumption Application as required by this Section (provided such failure is not due to Seller’s failure to cooperate in the assumption process) shall constitute a default by Purchaser under this Agreement entitling Seller to terminate this Agreement as it relates to the Xxxxxxx Properties only by written notice to Purchaser and Seller shall be entitled to retain the Xxxxxxx Deposit. Purchaser further acknowledges and agrees that (A) as part of obtaining Lender approval of the Transfer to Purchaser and Purchaser’s assumption of the Assumption Indebtedness, Purchaser shall be required to provide suitable replacement guarantors and indemnitors as more specifically described in the Loan Agreement, and (B) as a condition precedent to the Closing in favor of Seller, Lender must release Seller and its guarantors from the Loan Agreement concurrently with the Closing for all events or conditions occurring subsequent to Closing. Purchaser and Seller shall diligently and in good faith pursue the Lender’s written approval of the Transfer and the assignment and assumption of the Assumption Indebtedness in form and content reasonably ac...
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Xxxxxxx Properties. I have read this information and agree to all of its provisions. Tenant(s): Xxxxxxx Properties: Forwarding address Tenant can be reached: Phone:
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Related to Xxxxxxx Properties

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

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

  • Additional Material Real Estate Assets (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • 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.

  • 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:

  • Title to Properties, etc The Borrower and each of its Subsidiaries has good and marketable title, in the case of real property, and good title (or valid Leaseholds, in the case of any leased property), in the case of all other property, to all of its properties and assets free and clear of Liens other than Permitted Liens. The interests of the Borrower and each of its Subsidiaries in the properties reflected in the most recent balance sheet referred to in section 7.8, taken as a whole, were sufficient, in the judgment of the Borrower, as of the date of such balance sheet for purposes of the ownership and operation of the businesses conducted by the Borrower and such Subsidiaries.

  • Title to Properties; Licenses Each Restricted Person has good and defensible title to or valid leasehold interests in all of its material properties and assets, free and clear of all Liens other than Permitted Liens and of all impediments to the use of such properties and assets in such Restricted Person’s business. Each Restricted Person possesses all licenses, permits, franchises, patents, copyrights, trademarks and trade names, and other intellectual property (or otherwise possesses the right to use such intellectual property without violation of the rights of any other Person) which are necessary to carry out its business as presently conducted and as presently proposed to be conducted hereafter, and no Restricted Person is in violation in any material respect of the terms under which it possesses such intellectual property or the right to use such intellectual property unless, in each case, such failure to possess or violation has not had, and could not reasonably be expected to have, a Material Adverse Effect.

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

  • Title to Properties The Company and each Subsidiary have good record and marketable title in fee simple to, or valid leasehold interests in, all real property necessary or used in the ordinary conduct of their respective businesses, except for such defects in title as could not, individually or in the aggregate, have a Material Adverse Effect. As of the Closing Date, the property of the Company and its Subsidiaries is subject to no Liens, other than Permitted Liens.

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