Acquired Properties Clause Samples

Acquired Properties. In the event that any of the Parties or their respective parents, subsidiaries, affiliates, officers, directors, shareholders or employees (an “Acquiring Party”), acquires, either directly or indirectly, after the Effective Date, an Interest, said Acquiring Party shall give written notice of the acquisition to the other Parties after the acquisition of said Interest, unless such Interest was acquired through an offered Leasing Package/Prospect Area as described in Section 3.07(c). It is understood and agreed that notice required herein shall apply to Interests acquired covering lands situated partly inside and partly outside the existing AMI, and to the extent Acquiring and non-acquiring Parties elect to participate in the acquisition of any Interest so situated, the AMI will adjust automatically to include all of such Interest; provided, however that the AMI will only adjust to include contiguous lands situated partly inside and partly outside the existing AMI and, to the extent the acquisition of an Interest covering lands within the AMI is part of a larger acquisition including Interests in lands fully outside the AMI, the AMI will not expand to include such outside lands. Said notice shall include copies of all instruments of conveyance, paid drafts or checks, itemized invoices of the actual costs incurred, and other available data concerning said acquisition, including, in the case of an acquisition including lands outside of the AMI, the allocated value for the Interest covering lands within the AMI. Sellers shall have the right to assemble blocks of acreage and contractual rights to earn and present such acquisitions as packages to Buyer for an in-or-out election. The non-acquiring Party shall have the option to participate in said acquisition (but only to the extent of the Interests covering lands within the AMI and only to the extent such Interests were not acquired pursuant to a Leasing Package/Prospect Area previously offered pursuant to Section 13.07(c)), to the extent the percentage set forth for such Party in Section 13.07(a). Said option may only be exercised within twenty-one

Acquired Properties. There shall be no Liens encumbering any of the Acquired Properties other than Liens shown on the title insurance for the Acquired Properties that are acceptable to the Administrative Agent. The Borrower shall deliver to the Administrative Agent lender estoppels in substantially the form attached to the Purchase Agreement, which shall include the outstanding principal balance of the applicable Approved Mortgage and such other information required by the Administrative Agent.

Acquired Properties. Exhibit B and Exhibit C set forth, with respect to each Acquired Property, (a) the number of units in such Acquired Property and the number of Subscribers represented by such Acquired Property, (b) the types of media services delivered to such Acquired Property and a designation whether such services are provided on a bulk or retail basis, and (c) the materially accurate current prices charged for such media services and the materially accurate current costs of providing such services. Except as set forth in Section 3.04 of the Disclosure Schedule, Seller has not received notice that any Acquired Property intends to terminate, adversely modify or renegotiate its business relationship with Seller pursuant to contract termination, non-renewal or otherwise.

Acquired Properties. With respect to the Acquired Properties: (i) the Acquired Properties are accurately described in schedule D attached hereto, there are no mineral claims or other rights comprising the Acquired Properties or any portion thereof which are not set out in schedule D attached hereto and each of the permits set out in schedule D hereto are in good standing and in full force and effect; (ii) no Person has any agreement, option, right of first refusal or right, title or interest or right capable of becoming an agreement, option, right of first refusal or right, title or interest, in or to the Acquired Properties; (iii) Marathon has all necessary corporate power to own the Acquired Properties and is in compliance with all Applicable Laws and licenses, registrations, permits, consents and qualifications to which the Acquired Properties are subject; (iv) Marathon has a 100% legal and beneficial good, valid and exclusive ownership right, title and interest in and to the Acquired Properties and Acquired Assets and a 100% legal and beneficial good, valid and exclusive freehold interest in and to the Freehold Properties, and actual and exclusive possession of, the permits relating to the Acquired Properties and the Acquired Assets, free and clear of all Encumbrances save and except as registered on title to the Freehold Properties and save and except for any unregistered encumbrances in favour of utility companies; (v) neither the Acquired Properties nor any minerals or product derived from the Acquired Properties are subject to or bound by any royalty, royalty interest or similar payment or interest, whether registered or unregistered, and neither Marathon nor any of the Marathon Subsidiaries has granted any royalty, royalty interest or similar payment or interest in or affecting any of the Acquired Properties; (vi) neither Marathon nor any of the Marathon Subsidiaries has received notice of any breach of any Applicable Law in respect of its conduct on or under the Acquired Properties which could have a Material Adverse Effect on the Acquired Properties; and (vii) Marathon owns, possesses or has obtained, and is in compliance with, all necessary licenses, permits, certificates, mining conventions, consents, orders, grants and other qualifications and authorizations necessary to conduct its business on the Acquired Properties, including, but not limited to, for the exploration, development and construction of the Acquired Properties, except where such non-compliance, eit...

Acquired Properties. The Acquired Properties shall remain unencumbered by any Lien other than Liens shown on the title insurance for the Acquired Properties that existed as of the Closing Date, except for Liens incurred pursuant to Indebtedness expressly permitted herein and so long as the proceeds thereof are used to prepay the Term Loans pursuant to Section 2.7.

Acquired Properties. All those pieces or parcels of land at Marina Bay, along Bayfront Avenue as shown delineated and marked on the Land Parcel Plan (Guide Plan No. B1.1C) attached to the Planning Parameters (as defined in Clause 1.1 of the Development Agreement) marked as Annexure “A” comprising of Parcel A1 together with:

Acquired Properties. The PSA Entities shall give written notice to the Purchaser within 10 days after the direct or indirect acquisition by or grant to any PSA Entity or any Sibanye Affiliate of any real property, mining rights, tenements, exploration licenses, concessions, mineral leases, surface and access rights or other similar interests acquired by a PSA Entity or Sibanye Affiliate after the date hereof that is located within the Area of Interest, which notice shall include all material details of the acquired properties. Immediately following completion of the acquisition of any such properties, such properties shall, without any further action or payment of additional consideration, be deemed to form part of the Properties for all purposes of this Agreement.

Acquired Properties