Seller Real Property Transfer Agreement definition

Seller Real Property Transfer Agreement means the agreement necessary to effectuate the transfer of the Seller Transferred Owned Real Property to the St. Maarten Buyer.
Sample 1Sample 2
Seller Real Property Transfer Agreement means the agreement necessary to effectuate the transfer of the Seller Transferred Owned Real Property to the St. Maarten Buyer. “Settlement Agreement” has the meaning set forth in Section 5.12(b). “Specified Matters” means (a) any breach of the Fundamental Representations and Warranties; (b) any breach of or default in the performance of the covenants set forth in this Agreement; and (c) claims brought by any Buyer Indemnified Party relating to the Excluded Assets, the Retained Liabilities, or the Tien Disputes. “St. Maarten Buyer” has the meaning set forth in the Preamble. “S-X Financial Statements” has the meaning set forth in Section 4.6(a). “Tax Agreements” means the global settlement agreements between the AUC Entities and the Tax Authority regarding all amounts due and owing with respect to the Purchased Assets, the Institution and the Business. The Tax Agreements shall provide that all amounts due and owing pursuant to the Tax Agreements shall be paid by the AUC Entities and the Tax Authority shall have no recourse against the Buyers or the Purchased Assets (including the Institution) for any such amounts owed by the AUC Entities. “Tax Authority” means the Saint Maarten tax authorities. “Tax Benefit” has the meaning set forth in Section 8.5. “Tax Return” means any declaration, estimate, return, report, information statement, schedule or other document (including any related or supporting information) with respect to Taxes that is required to be filed with any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax. 53 “Taxes” means all federal, provincial, territorial, state, municipal, local, domestic, foreign or other taxes, imposts, rates, levies, assessments and other charges including ad valorem, capital, capital stock, customs and import duties, disability, documentary stamp, employment, estimated, excise, fees, franchise, gains, goods and services, gross income, gross receipts, income, intangible, inventory, license, mortgage recording, net income, occupation, payroll, personal property, production, profits, property, real property, recording, rent, sales, severance, sewer, social security, stamp, transfer, transfer gains, unemployment, use, value added, water, windfall profits, and withholding, or any other tax of any kind whatsoever, together with any interest, additions, fines or pen...
Sample 1

Related to Seller Real Property Transfer Agreement

  • Asset Transfer Agreement means the asset transfer agreement dated September 12, 2014 between Centurion Real Estate Opportunities Trust and Centurion Apartment REIT pursuant to which Centurion Apartment REIT seeded the initial portfolio of Centurion Real Estate Opportunities Trust.

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • IDR Transfer Agreement means an agreement to transfer, subject to the terms of Tariff, Part VI, section 237, Incremental Deliverability Rights to a party for the purpose of eliminating or reducing the need for Local or Network Upgrades that would otherwise have been the responsibility of the party receiving such rights. Immediate-need Reliability Project: “Immediate-need Reliability Project” shall have the same meaning provided in the Operating Agreement.

  • Seller's Agreement An agreement for the origination and sale of Mortgage Loans generally in the form of the Seller Contract referred to or contained in the Program Guide, or in such other form as has been approved by the Master Servicer and the Company, each containing representations and warranties in respect of one or more Mortgage Loans consistent in all material respects with those set forth in the Program Guide.

  • Seller Closing Certificate has the meaning set forth in Section 7.02(d).

  • Seller's Closing Certificate means the certificate of Seller in the form of Exhibit C attached hereto.

  • Company Leased Real Property shall have the meaning set forth in Section 3.15(b).

  • Sellers Disclosure Schedule means the disclosure schedule delivered by the Sellers to the Purchaser on the date hereof.

  • Technology Transfer Agreement has the meaning given in Section 2.2(e).

  • Transferred Real Property shall have the meaning set forth in Section 1.2(a)(vii).

  • Share Transfer Agreement means the share transfer agreement, in the agreed form, between the partners in the Company;

  • Transfer Agreements As defined in the Mortgage Loan Sale Agreement. Transferor: Each seller of Mortgage Loans to the Seller pursuant to the Transfer Agreements.

  • Company Acquisition Agreement has the meaning set forth in Section 5.04(a).

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

  • Subsequent Transfer Agreement A Subsequent Transfer Agreement substantially in the form of Exhibit P hereto, executed and delivered by the Sellers, the Depositor and the Trustee as provided in Section 2.01(d).

  • Transfer Agreement means the agreement providing for a transfer of structured settlement payment rights.

  • Company Owned Real Property shall have the meaning set forth in Section 3.12(a).

  • Planning Agreement means an agreement, undertaking or obligation pursuant to the provisions of section 106 Town and Country Planning Act 1990 or section 111 of the Local Government Act 1972, section 33 of the Local Government (Miscellaneous Provisions) Act 1982 or an infrastructure agreement pursuant to section 38 or section 278 of the Highways Act 1980 or the section 104 of the Water Industry Act 1991;

  • Acquisition Agreements means the Nexstar Acquisition Agreement and the Mission Acquisition Agreement, and “Acquisition Agreement” means the applicable agreement in the context used.

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

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

  • Asset Purchase Agreement has the meaning set forth in the Recitals.

  • 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.

  • Acquisition Agreement Representations means the representations and warranties with respect to the Companies made by the Seller in the Acquisition Agreement to the extent a breach of such representations and warranties is material to the interests of the Lenders, but only to the extent that the Borrower or its Affiliates have the right to terminate its or their obligations under the Acquisition Agreement (or decline to consummate the Rockwood Acquisition) as a result of a breach of such representations in the Acquisition Agreement.

  • Sale and Purchase Agreement means all the agreements entered into from time to time (whether before, on or after the date of this Agreement) by the Borrower for the sale of the Units and shall include any one or more or all of the Sale and Purchase Agreements.

  • Specified Acquisition Agreement Representations means the representations and warranties made by, or with respect to, the Target and its subsidiaries in the Acquisition Agreement that are material to the interests of the Lenders, but only to the extent that the Borrower (or its applicable affiliate) has the right (taking into account applicable cure provisions) to terminate its obligations under the Acquisition Agreement or to decline to consummate the Acquisition (in each case, in accordance with the terms thereof) as a result of a breach of any such representations and warranties.