Acquired Owned Real Property definition

Acquired Owned Real Property shall have the meaning set forth in Section 1.1(e).
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Acquired Owned Real Property means all of the real property owned in fee by Sellers, and any part or parcel thereof, including the real property set forth on Schedule 2.1(a), but excluding the Excluded Owned Real Property.
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Acquired Owned Real Property means the Owned Real Property other than the Excluded Owned Real Property, if any.
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Examples of Acquired Owned Real Property in a sentence

  • With respect to the Acquired Owned Real Property, except as set forth on Schedule 3.4(a), none of the Sellers has currently leased or otherwise granted to any Person the right to use or occupy such Acquired Owned Real Property or any portion thereof.

  • Schedule 1.1(a) sets forth a true and complete list of all Acquired Owned Real Property.

  • All Taxes with respect to the Acquired Owned Real Property not due and payable as of the Closing Date, shall be prorated as of the Closing Date based on the most recent ascertainable tax information for tax parcel number(s) that is attributable to the Acquired Owned Real Property.

  • The date on which the Closing actually occurs is referred to herein as the “Closing Date.” In anticipation of and following the Closing Date, Sellers and Purchaser shall make all commercially reasonable efforts to accomplish the recording of all documents and instruments necessary to transfer title to the Acquired Owned Real Property within fourteen (14) days of Closing.

  • Any installments of special or other assessments affecting the Acquired Owned Real Property which are due and payable for the period prior to the Closing Date shall be paid by Sellers at Closing, and any installments of special or other assessments affecting the Acquired Owned Real Property which are due and payable for the period subsequent to the Closing Date shall be paid by Purchaser.

  • With respect to any After Acquired Owned Real Property, the Administrative Agent shall notify such Loan Party whether it intends to require a Mortgage and the other documents referred to below.

  • Sellers shall maintain the Acquired Owned Real Property and the Leased Facilities, including all of the improvements thereon, in substantially the same condition as exists on the Effective Date, ordinary wear and tear, casualty and condemnation excepted, and shall not demolish or remove any of the existing improvements, or erect new improvements on the Acquired Owned Real Property or the Leased Facilities or any portion thereof, without the prior written consent of Purchaser.

  • The Acquired Owned Real Property is not subject to any lease, license, sublease or sublicense except as disclosed on Schedule 5.7(a).

  • Further notwithstanding anything in this Agreement to the contrary, Purchaser in its sole discretion may, by written notice delivered to Sellers no later than five (5) business days prior to the Closing Date, designate a Designated Purchaser to take title to any Acquired Owned Real Property.

  • Except as set forth on Section 3.11(a) of the Seller Disclosure Schedule, Seller or one of its Affiliates has good and marketable fee simple title to the Acquired Owned Real Property, and good and valid title to the Improvements located therein or thereon, in each case, free and clear of all Liens other than Permitted Liens.


More Definitions of Acquired Owned Real Property

Acquired Owned Real Property has the meaning set forth in Section 2.01(b)(vii). “Acquired Permits” has the meaning set forth in Section 2.01(b)(ix).
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Acquired Owned Real Property has the meaning set forth in Section 2.1(d). “Adjusted Purchase Price” has the meaning set forth in Section 3.2(c).
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Acquired Owned Real Property means the Real Property (a) commonly known as (i) 00 Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx and (ii) 000 Xxxxxxxxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx and (b) more specifically described on Exhibit A-1.
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Acquired Owned Real Property has the meaning set forth in Section 2.1(a)(v). "Acquisition Proposal" means a proposal (other than by Purchasers or their Affiliates) relating to any sale, transfer or other disposition of all or any substantial portion of the Business or the consolidated assets of the Company Group to one or more Persons (other than Purchasers or their Affiliates), whether proposed to be effected pursuant to a merger, consolidation, share exchange, amalgamation, foreclosure, compromise, sale, issuance, transfer or redemption of any assets or securities of any member of the Company Group or any successor thereto, or any similar transaction or business combination, including by means of any plan of reorganization, whether or not proposed or advanced by any Seller.
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Acquired Owned Real Property means any real property (including all land, together with all buildings, structures, improvements, fixtures or appurtenances located thereon) and all easements and other rights and interests in real property owned by Sellers or any of their respective Affiliates.
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Acquired Owned Real Property shall have the meaning set forth in Section 3.1(n)(i). “Acquired Permits” shall have the meaning set forth in Section 3.1(k). “Acquired Real Property” shall have the meaning set forth in Section 3.1(n)(i). “Acquired Registered IP” shall have the meaning set forth in Section 3.1(r)(i). “Acquired Shares” shall have the meaning set forth in Section 1.1. “Acquisition Transaction” shall have the meaning set forth in Section 5.8. “Affiliate” shall mean, with respect to any specified Person, any other Person that owns or controls, is owned or controlled by or is under common ownership or control with such specified Person. For purposes of this definition, “control” means the ability to direct the operation or management of a Person, whether by Contract, ownership of securities, status as director, officer or other position therein, or otherwise. For the avoidance of doubt, the Acquired Company shall be considered an Affiliate of Vectron prior to the Closing, and shall be considered an Affiliate of Buyer following the Closing. “Affiliate Agreement” shall have the meaning set forth in Section 3.1(s). “Agreement” shall have the meaning set forth in the preamble of this Agreement. “Anti-Corruption Laws” shall mean, collectively, any applicable Law relating to corruption, bribery or similar actions of government officials or any other persons, as well as sanctions and export controls, including the U.S. Foreign Corrupt Practices Act of 1977, USA Patriot Act, the Export Administration Act, the Export Administration Regulations, the Arms Export Control Act, the International Traffic in Arms Regulations, the International Emergency Economic Powers Act, the Trading with the Enemy Act, Section 999 of the Internal Revenue Code, customs laws and any rules and regulations issued under any of the foregoing and all trade regulations administered and enforced by the United States Department of the Treasury, Office of Foreign Assets Control, the Department of Commerce, Bureau of Industry & Security and Office of Antiboycott Compliance, the Department of State, Directorate of Defense Trade Controls and other bureaus and offices within the Department responsible for implementation of
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Related to Acquired Owned Real Property

  • Company Owned Real Property shall have the meaning set forth in Section 3.15(a).

  • Owned Real Property has the meaning set forth in Section 4.10(a).

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Owned Real Estate means all land, together with all buildings, structures, fixtures, and improvements located thereon and all easements, rights of way, and appurtenances relating thereto, owned by the Company or any of its Subsidiaries.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Owned Property has the meaning set forth in Section 4.10(a).

  • Permitted Real Property Encumbrances means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way, minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent, (iii) municipal and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Material Owned Real Property means any Mine or other real property, in each case, owned or acquired in fee by any Loan Party having a fair market value in excess of $1,000,000.

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Owned Properties has the meaning set forth in Section 3.16.

  • Company Leased Real Property has the meaning set forth in Section 3.14(b).

  • Contributed Assets shall have the meaning as set forth in Section 2.2.

  • Transferred Assets means the assets, rights and properties of the Sellers that the Purchasers shall acquire as of the Closing.

  • Real Property means, collectively, all right, title and interest (including any leasehold, mineral or other estate) in and to any and all parcels of or interests in real property owned or leased by any Person, whether by lease, license or other means, together with, in each case, all easements, hereditaments and appurtenances relating thereto, all improvements and appurtenant fixtures and equipment, all general intangibles and contract rights and other property and rights incidental to the ownership, lease or operation thereof.

  • Excluded Personal Property has the meaning set forth in Section 2.2(c).

  • Excluded Assets has the meaning set forth in Section 2.2.

  • After-Acquired Intellectual Property has the meaning assigned to such term in Section 4.02(d).

  • Eligible Real Property means, as to any Borrower, Real Property owned by such Borrower in fee simple in each case which are acceptable to Agent in good faith based on the criteria set forth below. In general, Eligible Real Property shall not include: (i) Real Property which is not operated by a Borrower except as Agent may otherwise agree; (ii) Real Property subject to a security interest, lien, mortgage or other encumbrance in favor of any person other than Agent (and other than those permitted under Section 9.8(b), 9.8(c) or 9.8(d) hereof or are subject to an intercreditor agreement in form and substance satisfactory to Agent between the holder of such lien and Agent); (iii) Real Property that is not located in the continental United States of America; (iv) Real Property that is not subject to the valid and enforceable, first priority, perfected security interest, lien and mortgage of Agent; (v) Real Property where Agent determines that issues relating to compliance with Environmental Laws adversely affect such Real Property in such manner that such Real Property would not be acceptable for purposes of including it in the calculation of the Borrowing Base based on the customary practices, procedures and policies of Agent and its Affiliates; provided, that, if the Real Property is acceptable for such purposes in accordance with such practices, procedures and policies, subject to the satisfaction of the other conditions set forth herein and any requirements arising pursuant to such practices, procedures and policies, such Real Property will be considered Eligible Real Property but subject to the right of Agent to establish Reserves to reflect the adverse affect of any environmental conditions or events with respect thereto on its value or the ability of Agent to sell or otherwise realize on such Collateral; (vi) Real Property improved with residential housing; (vii) Real Property that is not subject to a then current final written appraisal by an appraiser reasonably acceptable to Agent (which shall be one of the appraisers selected by Agent from its list of approved appraisers), on which Agent and Lenders are expressly permitted to rely, and that is in form, scope and methodology reasonably satisfactory to Agent; (viii) if requested by Agent, Real Property for which Agent shall not have received a then current environmental audit conducted by an independent environmental engineering firm reasonably acceptable to Agent (based on Administrative Agent’s list of approved firms and in form, scope, substance and methodology reasonably satisfactory to Agent, the results of which are satisfactory to Agent; (ix) if requested by Agent, Real Property for which Agent shall not have received, in form and substance reasonably satisfactory to Agent, a valid and effective title insurance policy (whether in the form of a pro form policy or a marked up title policy commitment)) issued by a company and agent reasonably acceptable to Agent: (A) insuring the priority, amount and sufficiency of the Mortgage with respect to such Real Property, (B) insuring against matters that would be disclosed by surveys and (C) containing any legally available endorsements, assurances or affirmative coverage requested by Agent for protection of its interests. Any Real Property that is not Eligible Real Property shall nevertheless be part of the Collateral.

  • Contributed Property means each property or other asset, in such form as may be permitted by the Delaware Act, but excluding cash, contributed to the Partnership. Once the Carrying Value of a Contributed Property is adjusted pursuant to Section 5.5(d), such property shall no longer constitute a Contributed Property, but shall be deemed an Adjusted Property.

  • Estate in Real Property A fee simple estate in a parcel of land.

  • Acquired Entities means the Company and the Company Subsidiaries.

  • Mortgaged Real Property means any parcel of Real Property that shall become subject to a Mortgage after the Closing Date, in each case together with all of such Credit Party’s right, title and interest in the improvements and buildings thereon and all appurtenances, easements or other rights belonging thereto.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.