Examples of Seller Properties in a sentence
Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Seller Properties and, except as to representations or warranties of Seller expressly set forth in this Agreement, the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation.
Except as set forth in the existing title reports identified in clause (iii) below or in -13- 22 Section 2.2(a) of the Seller Disclosure Letter and except for any easements granted in the ordinary course of business since the date of such title reports which do not have a material adverse effect on the operation of any of the Seller Properties, no other Person has any real property ownership interest in any of the Seller Properties.
None of the improvements located on the Seller Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws.
Except as set forth on Seller Schedule 5.4, Seller and its applicable Affiliates own and have good title to each of the Purchased Assets (other than the Seller Properties), free and clear of all Liens other than Permitted Exceptions.
Except as set forth in the existing title reports identified in clause (iii) below and except for any easements granted in the ordinary course of business since the date of such title reports which do not have a material adverse effect on the operation of any of the Seller Properties, no other Person has any real property ownership interest in any of the Seller Properties.
At the request of the Buyer, the Seller will, at the Buyer's expense, reasonably cooperate with the Buyer in connection with the proposed financing of the Transactions by the Parent and its Subsidiaries or proposed post-closing sales of the Seller Properties, provided that such requested actions do not unreasonably interfere with the ongoing operations of Seller and Seller Subsidiaries.
For the purposes of this Paragraph 2.10 only, "Seller Properties" shall be deemed to include all property formerly owned, operated or leased by Seller or Seller Subsidiaries; solely, however, as to the period of time when such property was so owned, operated or leased by Seller or the Seller Subsidiaries.
Seller Schedule 5.17(a) also contains a complete and accurate list of all material Permits, for which the Seller has made application with respect to the ownership and operation of the Business and the Seller Properties where such application is still pending as of the Signing Date and at Closing.
No reservation fee shall be collected for service to the Seller Properties.
Seller Properties are not subject to any leases, rights of first refusal, options to purchase or rights of occupancy, except the Real Property Leases set forth on Schedule 5.9(a).