Acquisition of Approved Properties Sample Clauses

Acquisition of Approved Properties. Upon receipt of the written approval of the Fund as provided in Section 3.6(a) above of the acquisition by the Company of a Proposed Property or the making of an LSL Loan by the Company to a LXP LLC to finance the acquisition of a Proposed Property (any Proposed Property so approved, an "APPROVED PROPERTY"), the Manager or Asset Manager shall take all commercially reasonable efforts on behalf of the Company to negotiate and execute all documents necessary to acquire the Approved Property pursuant to and in accordance with the terms approved by the Members (including formation of an SP Subsidiary, if applicable) or to make the LSL Loan and to complete due diligence that the Manager deems reasonably necessary, including (to the extent not already completed) obtaining an Environmental Assessment and a Physical Inspection Report. The Manager or Asset Manager shall keep LXP and the Advisor reasonably informed of the progress of the Company's acquisition of any Approved Property or making of any LSL Loan, including the material findings of all due diligence and of any material matters that arise during the course thereof. Upon completion of all due diligence undertaken as specified above with respect to an Approved Property and as a condition to completing the acquisition of the Approved Property or making of any LSL Loan, the Manager or Asset Manager shall deliver to LXP and the Advisor a memorandum summarizing the material findings of the completed due diligence and any changes in the status of such Approved Property since the date of the Acquisition Memorandum described in Section 3.6(b) above. Upon request, the Manager or Asset Manager will provide to LXP, the Fund or the Advisor copies of the Environmental Assessment, the Physical Inspection Report and the survey after completion thereof. Notwithstanding such deliveries, the Manager and Asset Manager shall remain solely responsible for such due diligence, and neither the Fund nor the Advisor shall be obligated to read or review such memorandum, Environmental Assessment, Physical Inspection Report or Survey. The Fund shall have the right to withdraw its approval of any Approved Property at any time if the terms of the 24 30 acquisition change in any material respect from the terms described in the Acquisition Memorandum. Within five (5) Business Days after the closing of an Approved Property or LSL Loan, the Manager shall deliver to LXP and the Advisor (x) a closing statement acknowledging the receipt of and...
Sample 1
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Acquisition of Approved Properties. After the Partnership has committed Xxxxxxx Money on a non-refundable basis in accordance with Section 8.9(c), each Partner shall have three (3) Business Days after receipt of a Notice of any Material Change (including final financing terms and documents, if applicable) in which to approve or disapprove of such change by providing written Notice to the other Partners; provided that, such three (3) Business Day period may be extended by mutual agreement of the Partners if the Material Change is susceptible of cure and the seller (or other applicable party) is pursuing the cure thereof; and further provided that if such Notice of Material Change is delivered within five (5) Business Days of the anticipated closing date of the acquisition of an Approved Proposed Property, then each receiving Partner shall have one (1) Business Day after receipt of such Notice to continue to approve, or to disapprove of the acquisition of such Approved Proposed Property, but in no event shall any Partner have the authority to disapprove of any acquisition of such Approved Proposed Property after the closing. A Partner’s failure to timely deliver such approval or disapproval shall be deemed such Partner’s disapproval of such Material Change and the acquisition of such Approved Proposed Property. If the acquisition of the Approved Proposed Property shall continue to be Approved by each Partner, then the General Partner shall be authorized to close the acquisition of the Approved Proposed Property through one or more Subsidiaries (subject to the right of the Partners to require termination of the Approved Property Purchase Agreement as described below). In addition to its right to disapprove (or be deemed to disapprove) of a Material Change and thereby withdraw its approval of the acquisition of an Approved Proposed Property as provided above, each Partner shall have the right to require the General Partner to terminate the Approved Property Purchase Agreement (or, if such termination is exercised by any Partner not a part of the LXP Partner Group, at the election of an LXP Partner, assign the Approved Property Purchase Agreement to the LXP Partner Group in accordance with Section 8.9(c)) if such Partner (such Partner, the “Rejecting Partner”) (i) determines, in its sole judgment, that any material adverse circumstances or conditions exist or shall have occurred, or there shall have been any material adverse change with respect to, the Approved Proposed Property or its tenants, t...
Sample 1

Related to Acquisition of Approved Properties

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

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

  • Existence, Properties, Etc (a) The Company shall do, or cause to be done, all things, or proceed with due diligence with any actions or courses of action, that may be reasonably necessary (i) to maintain Company's due organization, valid existence and good standing under the laws of its state of incorporation, and (ii) to preserve and keep in full force and effect all qualifications, licenses and registrations in those jurisdictions in which the failure to do so could have a Material Adverse Effect (as defined below); and (b) the Company shall not do, or cause to be done, any act impairing the Company's corporate power or authority (i) to carry on the Company's business as now conducted, and (ii) to execute or deliver this Agreement or any other document delivered in connection herewith, including, without limitation, any UCC-1 Financing Statements required by the Secured Party to which it is or will be a party, or perform any of its obligations hereunder or thereunder. For purpose of this Agreement, the term "

  • Notice of Sales of Oil and Gas Properties In the event the Borrower or any Subsidiary intends to sell, transfer, assign or otherwise dispose of any Oil or Gas Properties or any Equity Interests in any Subsidiary in accordance with Section 9.12, prior written notice of such disposition, the price thereof and the anticipated date of closing and any other details thereof requested by the Administrative Agent or any Lender.

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • After-Acquired Property If any Pledgor shall at any time after the date hereof (i) obtain any rights to any additional Intellectual Property Collateral or (ii) become entitled to the benefit of any additional Intellectual Property Collateral or any renewal or extension thereof, including any reissue, division, continuation, or continuation-in-part of any Intellectual Property Collateral, or any improvement on any Intellectual Property Collateral, the provisions hereof shall automatically apply thereto and any such item enumerated in the preceding clause (i) or (ii) shall automatically constitute Intellectual Property Collateral as if such would have constituted Intellectual Property Collateral at the time of execution hereof and be subject to the Lien and security interest created by this Agreement without further action by any party. Each Pledgor shall promptly provide to the Collateral Agent written notice of any of the foregoing and confirm the attachment of the Lien and security interest created by this Agreement to any rights described in clauses (i) and (ii) above by execution of an instrument in form reasonably acceptable to the Collateral Agent and the filing of any instruments or statements as shall be reasonably necessary to create, preserve, protect or perfect the Collateral Agent’s security interest in such Intellectual Property Collateral. Further, each Pledgor authorizes the Collateral Agent to modify this Agreement by amending Schedules 12(a) and 12(b) to the Perfection Certificate to include any Intellectual Property Collateral of such Pledgor acquired or arising after the date hereof.

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

  • 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.

  • Other Properties If any Imposition shall be levied, charged, filed, assessed, or imposed upon or against the Leased Property, and if such Imposition shall also be a levy, charge, assessment, or imposition upon or for any other real or personal property that does not constitute a part of the Leased Property, then the computation of the amounts to be deposited under this Section 4.6 shall be based upon the entire amount of such Imposition and the Lessee shall not have the right to apportion any deposit with respect to such Imposition.

  • 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.

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