POP Properties definition
Examples of POP Properties in a sentence
To the Knowledge of POP, none of this Agreement, or any of the schedules, exhibits, agreement, documents, certificates or other items prepared or supplied to AZL by, or on behalf of, POP with respect to the POP Properties or the Transactions contain any untrue statements of a material fact or omit a material fact necessary to make each statement contained herein or therein not misleading.
As a result, the UPREIT will acquire (fully or in part) direct or indirect ownership of the POP Properties, as more specifically described in the respective Contribution Agreement for each POP Property.
From and after the date of this Agreement, POP shall not take any action, or fail to take any action, outside of the ordinary course of its business that would cause title to the POP Properties to be subject to any material title exceptions or objections, other than the Permitted Exceptions.
AZL and POP have agreed that the aggregate Gross Asset Values, including the value attributable to the Contributed Assets, is $568,000,000 (prior to deducting the aggregate amount of the POP Properties Indebtedness), subject to the prorations and adjustments provided in the applicable Contribution Agreement, or as otherwise provided herein.
Title to the POP Properties at Closing shall be good and marketable and as such will be insured by the Title Insurance Company at regular rates for regular risks, with such endorsements as the POP Members shall reasonably require.
The description of POP, POP Affiliates, POP Members and POP Properties and of the terms and conditions of this Agreement contained in the preliminary proxy statement shall be provided by POP.
Notwithstanding the foregoing, with respect to POP Properties as to which the Contributing POP Affiliate owns partial (as opposed to 100%) ownership interests, the foregoing prorations shall be adjusted on pro rata basis reflecting such partial ownership.
At Closing, the POP Properties shall be free and clear of all material liens, covenants, restrictions, easements, encumbrances, and other title exceptions or objections excepting, however, the Permitted Exceptions (hereinafter defined).