Examples of Initial Conveyance in a sentence
Any Additional Conveyance must be identical in all respects to the Initial Conveyance, except for changes which may be necessary to ensure that the Additional Royalty Interest conforms to the conditions set forth herein.
Seller and the Acquired Subsidiaries have, and following the Initial Conveyance the Acquired Company and the Acquired Subsidiaries will have, Defensible Title to the Owned Real Property.
The Acquired Company is a limited liability company, validly existing and in good standing under the Laws of the State of Delaware, and has all requisite power and authority to conduct the Business as it is now being conducted and to own, lease and operate its properties and assets, including the Assets following the Initial Conveyance.
Seller and the Acquired Subsidiaries have, and following the Initial Conveyance, the Acquired Company and the Acquired Subsidiaries will have, good and valid title to all equipment, machinery, tools, fixtures and other tangible personal property and improvements located on the Real Property Assets free and clear of all Liens, other than Permitted Liens.
Developer shall pay all customary closing costs relating to the Initial Conveyance.
In respect of each Initial Conveyance, the Seller, as of the date of such Initial Conveyance, has not assigned, pledged, or otherwise conveyed or encumbered any interest in each Transferred Asset to any other person, which assignment, pledge, conveyance or encumbrance remains effective as of the applicable Purchase Date.
Each Acquired Subsidiary (including the amount or percentage of the Acquired Company’s and any other Acquired Subsidiary’s direct ownership in each Acquired Subsidiary following the Initial Conveyance) and their respective jurisdictions of organization and qualification is identified on Schedule 4.4. Except as set forth in Schedule 4.4, the Acquired Company and the Acquired Subsidiaries do not, directly or indirectly, own any Equity Securities in any other Person.
In connection with the closing of the Initial Conveyance, QEPFS and the Company shall enter into the Indemnification Agreement, which shall provide that QEPFS will (i) indemnify the Company for Covered Environmental Losses and (ii) be obligated to indemnify the Company for a Covered Environmental Loss only to the extent that QEPFS is notified in writing of such violation, event, condition or environmental matter prior to the third anniversary of the Initial Conveyance.
Once the Initial Conveyance Amount is utilized by the Project, then Prologis shall be permitted to continue to use the Hansen Trunk Line and the Hansen Lift Station, so long as sufficient capacity is available (based on Estimated and Actual Wastewater Generation Rates as determined by City), until such time as the ultimate improvements required to serve the Property, as identified in the Tracy Wastewater Master Plan, are triggered, as determined by City.
Upon consummation, regardless of whether or not all conditions precedent to such contribution and acquisition were satisfied, such contribution and acquisition shall be effective as of the date of the Initial Conveyance Schedule.