Acquisition of the Properties Sample Clauses

Acquisition of the Properties. 2.1 The Vendor, subject to the terms hereof, hereby agrees to sell and transfer to the Purchaser a 100% undivided interest in and to the Property free from all liens, mortgages, charges, pledges, encumbrances or other burdens with all rights now or thereafter attached thereto, subject to the Royalties as outlined herein. If the Purchaser should notify the Vendor in writing of any claims or burdens against the Property then, after ascertaining the validity thereof, the Vendor shall, within a reasonable period of time after notification thereof by the Purchaser, attend to the discharge of such claims at his or their own expense, or will indemnify the Purchaser against the same and will provide such security as may reasonably be requested by the Purchaser to secure such indemnity. 2.2 The Purchaser agrees to purchase the Property and pay the sum of CDN $1 and 2,000,000 (two million) common shares of the Purchaser, to be paid by the Purchaser to the Vendor as follows: · CDN $ 1 on closing; · delivery of the Shares on or before June 1, 2013, registered to the Vendor.
Sample 1
AutoNDA by SimpleDocs
Acquisition of the Properties. (a) Immediately after the execution and delivery of this Agreement by the parties hereto, the General Partner is authorized to, and shall, execute and deliver on behalf of the Partnership the Assignment Agreement and that certain Purchase and Sale Agreement (the “Purchase Agreement”) by and between the Partnership, as buyer, and B&W Operating, L.L.C., et al., as seller, provided the Purchase Agreement and the Assignment Agreement are substantially in the forms of the versions submitted to and approved by the Partners on or prior to the date hereof as the final draft in all material respects. (b) If the Purchase Agreement and the Assignment Agreement are executed and delivered by the General Partner on behalf of the Partnership in accordance with subsection (a) above, the General Partner shall cause the Partnership to consummate the acquisition of the Properties pursuant to the terms and conditions of the Purchase Agreement and the Assignment Agreement, provided that the conditions set forth in Section 3.2(e) to the Limited Partner’s obligation to make the Capital Contribution referenced in Section 3.2(c) have been satisfied.
Sample 1
Acquisition of the Properties. On the Closing Date, and subject to the terms and conditions set forth in this Agreement, Seller shall sell, assign, transfer and convey to Buyer and Buyer shall purchase from Seller the following: (a) All right, title and interest of Seller in and to all of the Real Properties; (b) All right, title and interest of Seller, if any, in any land lying in the bed of any street, road, avenue or alley, open or closed, in front of or adjoining any of the Land, to the center line thereof; (c) All right, title and interest of Seller, if any, in any easements, covenants, rights of way, privileges, hereditaments and other rights appurtenant to any of the Real Properties; (d) to the extent assignable to Buyer and not canceled by Seller, all right, title and interest of Seller in and to the Contracts and the Licenses relating to any of the Real Properties; (e) all right, title and interest of Seller in and to the Leases; and (f) all right, title and interest of Seller in and to the Personal Property.
Sample 1
Acquisition of the Properties. Immediately after the execution and delivery of this Agreement by the parties hereto, the General Partner is authorized to, and shall, execute and deliver on behalf of the Partnership that certain Contribution Agreement (the "CONTRIBUTION AGREEMENT") by and between the Partnership, as partnership, and the General Partner, as partner, and that certain Purchase and Sale Agreement (the "PURCHASE AND SALE AGREEMENT") by and between the Partnership, as buyer, and Frank C. Wade et al, as seller, provided the Contribution Agreement axx xxx Xxxxxxse and Sale Agreement are substantially in the forms of the versions submitted to and approved by the Partners on or prior to the date hereof as the final draft in all material respects, and to consummate the transactions contemplated thereby.
Sample 1
Acquisition of the Properties. (a) Immediately after the execution and delivery of this Agreement by the parties hereto, the General Partner is authorized to, and shall, execute and deliver on behalf of the Partnership, the Purchase Agreement, provided the Purchase Agreement is substantially in the form of the version submitted to and approved by the Partners on or prior to the date hereof as the final draft in all material respects. (b) If the Purchase Agreement is executed and delivered by the General Partner on behalf of the Partnership in accordance with subsection (a) above, the General Partner shall cause the Partnership to consummate the purchase of the Properties pursuant to the terms and conditions of the Purchase Agreement, provided that the conditions set forth in Section 3.2(d) to the Limited Partner’s obligation to make Capital Contributions have been satisfied.
Sample 1
Acquisition of the Properties. In consideration of the payment of the Premium by the Developer, the Commissioner shall grant the Developer fixed-term estates in the Properties for a period of seventy-five (75) years from the date specified in the instruments of grant.
Sample 1
Acquisition of the Properties 
Sample 1
AutoNDA by SimpleDocs

Related to Acquisition of the Properties

  • Operation of the Property Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.

  • Condition of the Property THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.

  • Sale of the Property Any sale of the Property shall not affect this Lease or any of your obligations, but upon such sale we will be released from all of our obligations under this Lease and the new owner of the Property will be responsible for the performance of the duties of "Landlord" from and after the date of such sale.

  • Development of the Property Except as modified by this Agreement, the Development and the Property will be developed in accordance with all applicable local, state, and federal regulations, including but not limited to the City’s ordinances and the zoning regulations applicable to the Property, and such amendments to City ordinances and regulations that that may be applied to the Development and the Property under Chapter 245, Texas Local Government Code, and good engineering practices (the “Applicable Regulations”). If there is a conflict between the Applicable Regulations and the Development Standards, the Development Standards shall control.

  • DESCRIPTION OF THE PROPERTY 13.1 The Property as referred to in the Proclamation of Sale shall be deemed to have been correctly and sufficiently described. 13.2 All intended bidders including the Purchaser shall be deemed to have sought independent legal advice, made necessary enquiries, searches and inspection of the Property and is satisfied with the identity, description, state and condition of the Property. 13.3 In the event of any error, misstatement, omission and/or misdescription of any kind relating to the Property in the Proclamation of Sale or any other documents, such error, misstatement, omission and/or misdescription shall not in any manner annul the sale, nor shall there be any adjustment of the Purchase Price nor shall compensation be allowed nor shall the Bank be open to any liability of any form. 13.4 If the land or floor area of the property is found to exceed that as described and additional payment is imposed for the excess area by the Developer and/or relevant authorities, then such additional payment shall be solely and absolutely borne and paid by the Purchaser 13.5 If the land or floor area of the property is found to be less that as described, any claim for the reduced area shall be undertaken solely by the Purchaser against the Developer and/or such party and neither the Assignee/ Bank , the Assignee/ Bank’s solicitors nor the Auctioneer shall in any way responsible or liable for such claim. The auction sale herein shall not be annulled and there shall not be any adjustment of the Purchase Price as a result of such shortfall in the area of the Property.

  • Possession of the Property The Parties hereby agree that the exclusive possession of the Property shall be delivered by the Seller to the Buyer on

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Execution of the Project (a) The Recipient declares its commitment to the objectives of the Project as set forth in Schedule 2 to this Agreement, and, to this end, shall carry out the Project through its MoE with due diligence and efficiency and in conformity with appropriate financial, economic, environmental and administrative practices, and shall provide, promptly as needed, the funds, facilities, services and other resources required for the Project. (b) Without limitation upon the provisions of paragraph (a) of this Section and except as the Recipient and the Association shall otherwise agree, the Recipient shall carry out the Project in accordance with the Implementation Program set forth in Schedule 4 to this Agreement. (a) Except as the Association shall otherwise agree, procurement of the goods, works and consultants’ services required for the Project and to be financed out of the proceeds of the Grant shall be governed by the provisions of Schedule 3 to this Agreement, as said provisions may be further elaborated in the Procurement Plan. (b) The Recipient shall update the Procurement Plan in accordance with terms of reference acceptable to the Association, and furnish such update to the Association not later than twelve (12) months after the date of the preceding Procurement Plan, for the Association’s approval. Section 3.03. Without limitation upon any of its obligations under paragraph (a) of Section 3.01 of this Agreement and except as the Recipient and the Association shall otherwise agree, the Recipient shall: (i) not later than by the effectiveness of this Agreement open a separate project account (the Project Account) in a commercial bank acceptable to the Association; (ii) thereafter maintain the Project Account during the entire Project implementation period, and replenish said Account regularly with funds sufficient to ensure the Recipient’s Project co-financing obligations; and (iii) use the amount in the Project Account exclusively for financing the Recipient’s contribution to Project expenditures. Section 3.04. For the purposes of Section 6.09 of the General Conditions and without limitation thereto, the Recipient shall: (a) prepare, on the basis of guidelines acceptable to the Association, and furnish to the Association not later than six (6) months after the Closing Date or such later date as may be agreed for this purpose between the Recipient and the Association, a plan designed to ensure the continued achievement of the Project’s objectives; and (b) afford the Association a reasonable opportunity to exchange views with the Recipient on said plan.

  • Access to the Property 1. We and our representatives shall only have access to the Property during the Vendor's normal business hours upon reasonable notice to the Vendor, at our sole risk and expense. Such site visits shall be conducted in the presence of a representative of the Vendor, in a manner that minimizes interference with the use of the Property and does not contravene any leases or unreasonably interfere with any Tenants. We and our representatives shall not have any communications with Tenants or their employees without the prior written approval of the Vendor and in the presence of a representative of the Vendor.

  • Acquisition For the purpose of this Warrant, “Acquisition” means any transaction or series of related transactions involving: (i) the sale, lease, exclusive license, or other disposition of all or substantially all of the assets of the Company (ii) any merger or consolidation of the Company into or with another person or entity (other than a merger or consolidation effected exclusively to change the Company’s domicile), or any other corporate reorganization, in which the stockholders of the Company in their capacity as such immediately prior to such merger, consolidation or reorganization, own less than a majority of the Company’s (or the surviving or successor entity’s) outstanding voting power immediately after such merger, consolidation or reorganization (or, if such Company stockholders beneficially own a majority of the outstanding voting power of the surviving or successor entity as of immediately after such merger, consolidation or reorganization, such surviving or successor entity is not the Company); or (iii) any sale or other transfer by the stockholders of the Company of shares representing at least a majority of the Company’s then-total outstanding combined voting power.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!