Seller Real Properties definition

Seller Real Properties. Section 3.01(n) “Seller Representatives” — Section 5.03(a)
Seller Real Properties means all real property described as owned by Seller on Schedule 1.1(a), together with the buildings, improvements, easements and appurtenances thereon and thereto, subject only to Permitted Exceptions.
Seller Real Properties. Section 3.01(n) "Seller Representatives" -- Section 5.03(a) "Seller SEC Documents" -- Section 3.01(g) "Seller Shares" and "Seller Share" -- Preamble "Seller Stock Options" -- Section 3.01(b) "Seller Stock Option Plans" -- Section 3.01(b) "Seller Subsidiary" and "Seller Subsidiaries" -- Section 3.01(a) "Seller Subsidiary Real Estate Collateral" -- Section 3.01(y) "Seller's Financial Advisor" -- Section 3.01(r) "Starting Date" -- Section 11.01(d) "Starting Price" -- Section 11.01(d) "Stock Designated Shares" -- Section 2.03(e) "Stock Election Shares" -- Section 2.03(b) "Subsidiary" -- Section 3.01(c) "Superior Proposal" -- Section 5.03(b) "Surviving Bank Corporation" -- Section 1.02 "Surviving Corporation" -- Section 1.01 "Takeover Laws" -- Section 3.01(z) "Takeover Proposal" -- Section 5.03(a) "Tax" or "Taxes" -- Section 3.01(m) "Tax Returns" -- Section 3.01(m)

Examples of Seller Real Properties in a sentence

  • The Seller Real Properties constitute all of the material real property and interests in real property used in the businesses of Seller and the Seller Subsidiaries.

  • Seller and the Seller Subsidiaries have delivered to Buyer true and complete copies and results of any reports, studies, analyses, tests, or monitoring possessed or initiated by Seller and the Seller Subsidiaries pertaining to Hazardous Substances in, at, on, under, about, or affecting (or potentially affecting) any Seller Real Properties, or concerning compliance by Seller and the Seller Subsidiaries or any other person for whose conduct they are or may be held responsible, with Environmental Laws.

  • Copies of all leases of Seller Real Properties to which Seller or any Seller Subsidiary is a party have been provided to Buyer.

  • To Seller’s actual knowledge, there are no applicable laws, conditions of record, or other impediments that materially interfere with the intended use by Seller or the Seller Subsidiaries of any of the Seller Real Properties.

  • Copies of all leases of Seller Real Properties to which Seller or any of the Seller Subsidiaries is a party have been provided to Buyer.

  • Copies of all leases of Seller Real Properties to which Seller or any Seller Subsidiary is a party have been provided or made available to Buyer.

  • To Seller’s knowledge, there are no applicable laws, conditions of record, or other impediments that materially interfere with the intended use by Seller or the Seller Subsidiaries of any of the Seller Real Properties, provided any such intended future use is substantially similar to its current use.

  • Seller and the Seller Subsidiaries have delivered to Buyer true and complete copies and results of any material reports, studies, analyses, tests, or monitoring possessed by or in the control of Seller and the Seller Subsidiaries pertaining to Hazardous Substances in, at, on, under, about, or affecting (or potentially affecting) any Seller Real Properties, or concerning compliance by Seller and the Seller Subsidiaries with Environmental Laws.

  • Parties acknowledge that rents and other amounts payable to Seller by tenants or subtenants of the Seller Real Properties, Property Seller Real Properties or Leased Real Properties that have not been paid and may reasonably be considered delinquent will be excluded from the prorations contemplated in this Section 4.7.

  • Seller owns, leases or has the legal right to use all the Seller Real Properties, Property Seller Real Properties and Leased Real Properties and the remainder of the Purchased Assets needed for use, used or intended to be used in the conduct of the Business, and, with respect to Contract rights, is a party to and enjoys the right to the benefits of all Contracts, agreements and other arrangements needed for use, used or intended to be used by Seller or in or relating to the conduct of the Business.


More Definitions of Seller Real Properties

Seller Real Properties means all --------------------- ---------------------- real property now or previously owned, operated or leased by Seller or any predecessor-in-interest in connection with the Farallon Business. Except as set forth on Schedule 3.25: (i) Seller and, to the -------------
Seller Real Properties. Section 3.01(n) "Seller Shares" -- Preamble "Seller Stock Option Plans" -- Section 3.01(b) "Seller Stock Options" -- Section 3.01(b) "Seller Subsidiaries" -- Section 3.01(a) "Seller Subsidiary Real Estate Collateral" -- Section 3.01(y) "Stock Election Shares" -- Section 2.02(b) "Subsidiary" -- Section 3.01(c) "Surviving Corporation" -- Section 1.01 "Takeover Laws" -- Section 3.01(z) "Tax" -- Section 3.01(m) "Tax Returns" -- Section 3.01(m) "Total Cash Amount -- Section 2.01(b) "Trust Account Shares" -- Section 2.01(c) "Updated Buyer Disclosure Schedule" -- Section 6.04 "Updated Seller Disclosure Schedule" -- Section 5.02 "WVBCA" -- Section 1.01 "West Virginia Secretary of State" -- Section 1.02 AGREEMENT AND PLAN OF MERGER THIS AGREEMENT AND PLAN OF MERGER (the "AGREEMENT"), dated as of April 1, 2004, is made and entered into by and between WesBanco, Inc., a West Virginia corporation ("BUYER"), WOFC, Inc., a West Virginia corporation and a wholly owned subsidiary of Buyer ("ACQUISITION SUB") and Western Ohio Financial Corporation, a Delaware corporation ("SELLER") (Acquisition Sub and Seller are sometimes hereinafter collectively referred to as the "CONSTITUENT CORPORATIONS").

Related to Seller Real Properties

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

  • Real Properties means, at any time, a collective reference to each of the facilities and real properties (including the Borrowing Base Properties) owned or leased by the Consolidated Parties at such time.

  • Assets and Properties of any Person means all assets and properties of every kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person.

  • Transferred Real Property has the meaning set forth in Section 1.1(p).

  • 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.

  • Material Properties means (a) those Mortgaged Properties designated on Schedule 3.12 as Material Properties and (b) each other Mortgaged Property with respect to which a Mortgage is granted pursuant to Section 5.11 after the Restatement Effective Date.

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

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

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

  • Seller Subsidiaries means the subsidiary partnerships of the McNeil Partnerships listed on Annex G to this Agreement (the "Subsidiary Partnerships") and the subsidiary corporations listed on Annex F to this Agreement (the "Subsidiary Corporations") which hold GP Interests in certain of the Subsidiary Partnerships.

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

  • 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.

  • Material Real Property means any fee owned Real Property located in the United States that is owned by any Loan Party with a fair market value in excess of $10,000,000 (at the Closing Date or, with respect to Real Property acquired after the Closing Date, at the time of acquisition, in each case, as reasonably estimated by the Borrower in good faith).

  • Governmental Real Property Disclosure Requirements means any Requirement of Law of any Governmental Authority requiring notification of the buyer, lessee, mortgagee, assignee or other transferee of any Real Property, facility, establishment or business, or notification, registration or filing to or with any Governmental Authority, in connection with the sale, lease, mortgage, assignment or other transfer (including any transfer of control) of any Real Property, facility, establishment or business, of the actual or threatened presence or Release in or into the Environment, or the use, disposal or handling of Hazardous Material on, at, under or near the Real Property, facility, establishment or business to be sold, leased, mortgaged, assigned or transferred.

  • 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.

  • Acquired Assets has the meaning set forth in Section 2.1.

  • 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.

  • Seller Entities means, collectively, Seller and all Seller Subsidiaries.

  • Leased Real Property has the meaning set forth in Section 3.18(b).

  • Subject Properties has the meaning specified in Section 5.13(a).

  • 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.

  • Material Leased Real Property shall have the meaning given in Section 3.7(b).

  • Leaseholds of any Person means all the right, title and interest of such Person as lessee or licensee in, to and under leases or licenses of land, improvements and/or fixtures.

  • Real Property Assets means as to any Person as of any time, the real property assets (including, without limitation, interests in participating mortgages in which such Person’s interest therein is characterized as equity according to GAAP) owned directly or indirectly by such Person at such time.

  • Initial Properties means collectively the Properties listed on Schedule 1.1 and “Initial Property” means any of such Properties.

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