Existing Properties Sample Clauses

Existing Properties. A. The Existing Properties are listed on Exhibit B-1 to this Agreement. Vistana may continue to operate the Existing Properties under the Applicable System and Standards and Policies in accordance with the terms and conditions of this Agreement. Each Existing Property may operate only under the applicable Existing Property name set forth in Exhibit B-1, which name may be changed only with Starwood’s prior written consent, which consent may be withheld in its sole discretion; provided that Starwood will use reasonable efforts to cooperate with a name change if reasonably required based on legal exposure. Except as expressly provided under this Agreement, Vistana may not voluntarily Deflag an Existing Property without the prior written consent of Starwood.
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Existing Properties. All of the parties to the Court at Oxford Valley Contribution Agreement (other than the Partnership) shall be prepared and able to consummate immediately following the Closing hereunder the closing under such agreement and to satisfy their respective obligations with respect thereto and all conditions to the Partnership's and PREIT's obligation to proceed with the closing thereunder shall have been satisfied or waived. The conditions set forth in Section 7.2(a)(xiv) of the Hillview Contribution Agreement and Section 7.2(a)(xiv) of the Northeast Contribution Agreement shall be satisfied as of the Closing Date as if the Closing Date were the closing date under such agreements.
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Existing Properties. IN THE EVENT THAT THE ESCROW AND THE TRANSACTIONS CONTEMPLATED HEREBY TO THE EXTENT RELATED TO ANY EXISTING PROPERTY FAILS TO CLOSE AS A RESULT OF THE DEFAULT OF TRANSFEREE IN THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT TO ACQUIRE SUCH EXISTING PROPERTY (OTHER THAN ANY EXISTING PROPERTY WHICH IS REMOVED FROM THE TRANSACTION AS EXPRESSLY PERMITTED HEREIN), TRANSFEREE, PMB LLC AND TRANSFERORS AGREE THAT PMB LLC’S AND TRANSFERORS’ ACTUAL DAMAGES WOULD BE IMPRACTICABLE OR EXTREMELY DIFFICULT TO FIX. SUBJECT TO SECTION 12.2 HEREOF, THE PARTIES THEREFORE AGREE THAT IN THE EVENT THAT THE ESCROW AND THE TRANSACTIONS CONTEMPLATED HEREBY TO THE EXTENT RELATED TO ANY SUCH EXISTING PROPERTY FAILS TO CLOSE AS A RESULT OF THE DEFAULT OF TRANSFEREE IN THE PERFORMANCE OF ITS OBLIGATIONS HEREUNDER TO ACQUIRE ALL OF THE EXISTING PROPERTIES (OTHER THAN ANY EXISTING PROPERTY WHICH IS REMOVED FROM THE TRANSACTION AS EXPRESSLY PERMITTED HEREIN), TRANSFEREE, AS PMB LLC’S AND TRANSFERORS’ SOLE AND EXCLUSIVE REMEDY, SHALL PAY TO PMB LLC (FOR THE BENEFIT OF PMB LLC AND ALL APPLICABLE TRANSFERORS) LIQUIDATED DAMAGES IN THE AMOUNT OF TEN MILLION DOLLARS ($10,000,000) IN THE AGGREGATE (THE “EXISTING PROPERTY LIQUIDATED DAMAGES AMOUNT”); PROVIDED, HOWEVER, THAT THE EXISTING PROPERTY LIQUIDATED DAMAGES AMOUNT SHALL BE REDUCED FOR EACH EXISTING PROPERTY, IF ANY, THAT IS REMOVED FROM THE TRANSACTION AS EXPRESSLY PERMITTED HEREIN, BY THE PERCENTAGE OBTAINED BY DIVIDING THE CONTRIBUTION VALUE FOR SUCH REMOVED PROPERTY BY THE SUM OF ALL CONTRIBUTION VALUES FOR ALL EXISTING PROPERTIES IDENTIFIED ON EXHIBIT “A” ATTACHED HERETO. IN THE EVENT THAT THE ESCROW WITH RESPECT TO ANY EXISTING PROPERTY FAILS TO CLOSE AS A RESULT OF TRANSFEREE’S DEFAULT, THEN (A) THIS AGREEMENT AND THE RIGHTS AND OBLIGATIONS OF TRANSFEREE, PMB LLC AND TRANSFERORS HEREUNDER WITH RESPECT TO ANY PROPERTIES THAT HAVE NOT SO CLOSED AND THE ESCROW CREATED HEREBY WITH RESPECT TO SUCH PROPERTIES SHALL TERMINATE, (B) ESCROW AGENT SHALL, AND IS HEREBY AUTHORIZED AND INSTRUCTED TO, RETURN PROMPTLY TO TRANSFEREE, PMB LLC AND THE APPLICABLE TRANSFERORS ALL DOCUMENTS AND INSTRUMENTS WITH RESPECT TO SUCH EXISTING PROPERTIES TO THE PARTIES WHO DEPOSITED THE SAME, (C) TRANSFEREE SHALL DELIVER THE EXISTING PROPERTY LIQUIDATED DAMAGES AMOUNT TO PMB LLC, AND THE SAME SHALL BE THE FULL, AGREED AND LIQUIDATED DAMAGES, AND (D) ALL RELATED TITLE AND ESCROW CANCELLATION CHARGES, IF ANY, SHALL BE CHARGED TO TRANSFEREE.
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Existing Properties. The real estate purchased, leased or licensed by the Borrower and described in Exhibit 1.1(a) attached hereto and incorporated herein by reference which represent the location at which the Borrower has, as of the date hereof, existing operations or facilities under construction; and
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Existing Properties. 59 7.7 Contribution of PREIT Assets.......................... 59 7.8
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Existing Properties. In accordance with and subject to the Proposal Process set forth in Section 2.1, for the development of an Existing Property, Olympus and Stratus agree that the typical venture will provide (i) a property contribution by Stratus at a contribution value to be designated by Stratus and agreed to by Olympus, (ii) a contribution of cash Equity Funds by Olympus and (iii) unless otherwise mutually agreed, Stratus and Olympus shall receive identical instruments in exchange for such contributions, whether in the form of equity or mezzanine debt. If the value of the Existing Property exceeds Stratus' equity contribution amount to the venture, then Stratus shall receive cash from the venture in the amount by which the Existing Property contribution value exceeds Stratus' equity contribution.
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Related to Existing Properties

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Leased Properties Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

  • Owned Properties The Company does not own any real property.

  • Business and Properties No business of any Loan Party or any of its Subsidiaries is affected by any fire, explosion, accident, drought, storm, hail, earthquake, embargo, act of God or of the public enemy or other casualty (whether or not covered by insurance) that could reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Real Property Matters The Company does not own any real property as of the date hereof and has not owned any real property during the three years preceding the date hereof.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens (including, without limitation, liens for Taxes), encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Operations and Properties Borrower shall, and shall cause each of its Subsidiaries to, act prudently and in accordance with customary industry standards in managing or operating its assets, properties, business and investments. Borrower shall, and shall cause each of its Subsidiaries to, keep in good working order and condition, ordinary wear and tear excepted, all of its assets and properties which are necessary to the conduct of its business.

  • Leasehold Properties In relation to those Properties which are leasehold:

  • Real Estate Leases The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").

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