German Real Property definition
Examples of German Real Property in a sentence
Seller and its applicable Affiliates shall execute a notarial deed for the transfer of any German Real Property (the “Notarial Deed”), in a form reasonably acceptable to Purchaser and Seller.
For the avoidance of doubt, if the Delayed Transfer Purchased Assets are to be excluded from the transactions contemplated by this Agreement to be consummated at the Closing, the Parties shall not enter into the German Real Property Transfer Agreement until the Delayed Transfer Date, and no portion of the Purchase Price shall be paid into the notarial escrow account contemplated thereby until the Delayed Transfer Date.
Save as regards the German Real Property, with respect to which the jurisdiction of the competent German court shall apply, the parties shall cause their respective German affiliates to subject any disputes to the arbitration proceeding described in the Arbitration Agreement, to adhere to the clause compromissoire set forth therein, and to refrain from taking any action before the German courts.
At Closing, the Target Group Companies and the Dedicated JV Subsidiaries will have good and valid title to the Owned Real Property (and with respect to the German Real Property, German Seller), free and clear of all Liens other than Permitted Liens.
As security for the payment of all Loans (including without limitation the Revolving Loans and the Term Loans; but subject to the German Borrower Cross Collateralization Cap with respect to the US Loans) now or in the future made by Lender to any Borrower hereunder and for the payment or other satisfaction of all other Liabilities, German Borrower assigns to Lender and grants to Lender a continuing security interest in all collateral described in the German Real Property Mortgage.
The (i) purchase and sale of the Purchased Interests of MDA Hungary (the “MDA Hungary Transfer”) and Modine German Real Property Owner shall occur immediately prior to the purchase and sale of the Purchased Interests of Modine Europe and (ii) the purchase, sale and transfer of the Purchased Interests of ▇▇▇▇▇▇ ▇▇▇▇ (the “Uden Transfer”) and Modine Pontevico shall occur immediately prior to the MDA Hungary Transfer.