Agreements Regarding Owned Real Property Sample Clauses

Agreements Regarding Owned Real Property. Seller has caused the Title Insurer to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described therein. If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental commitment delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may (as its sole remedy) elect to exclude such Owned Real Property from this Agreement (“Excluded Branch”) by giving Seller written notice. In the event that a Branch becomes an Excluded Branch, the real property associated with the Excluded Branch shall no longer be deemed to be “Owned Real Property” (and the consideration to be paid by Purchaser shall be reduced by the Net Book Value of the real property associated with the Excluded Branch as included in the calculation of the Purchase Price); provided that, for the avoidance of doubt, Purchaser shall remain obligated to, in accordance with the terms of this Agreement, (i) purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than the Personal Property and the Safe Deposit Agreements (and the associated safe deposit boxes)) and (ii) hire all Branch Employees related to the Excluded Branch. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and similar items representing monetary liens, as Seller shall cause all of said items to be eliminated or insured over by the Title Insurer at Seller’s sole expense prior to or in conjunction with the Closing. On the ...
Sample 1See All (4)
AutoNDA by SimpleDocs
Agreements Regarding Owned Real Property. Seller has caused the Title Insurer to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described in the commitments (“Title Reports”). If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental Title Report delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or
Sample 1

Related to Agreements Regarding Owned Real Property

  • Owned Real Property The Company does not own any real property.

  • 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.

  • Owned and Leased Real Properties (a) Neither Public Company nor any of its Subsidiaries owns or has ever owned any real property.

  • Notice Regarding Material Contracts Promptly, and in any event within ten Business Days (i) after any Material Contract of Holdings or any of its Subsidiaries is terminated or amended in a manner that is materially adverse to Holdings or such Subsidiary, as the case may be, or (ii) any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Holdings or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(l)), and an explanation of any actions being taken with respect thereto;

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.

  • Existence; Businesses and Properties (a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence, except as otherwise expressly permitted under Section 6.05.

  • Copies of Documents Relating to Title Exceptions Copies of all recorded documents listed as exceptions to title or otherwise referred to in the Additional Mortgage Policy or title report delivered pursuant to clause (iv) or (v) above;

  • Condition of Real Property All real property owned or leased by the Company or a Subsidiary is free of material structural defects and all building systems contained therein are in good working order in all material respects, subject to ordinary wear and tear or, in each instance, the Company has created an adequate reserve to effect reasonably required repairs, maintenance and capital expenditures. To the knowledge of the Company and the Operating Partnership, water, storm water, sanitary sewer, electricity and telephone service are all available at the property lines of such property over duly dedicated streets or perpetual easements of record benefiting such property. Except as described in the Registration Statement and the Prospectus, to the knowledge of the Company and the Operating Partnership, there is no pending or threatened special assessment, tax reduction proceeding or other action that, individually or in the aggregate, could reasonably be expected to increase or decrease the real property taxes or assessments of any of such property, that, individually or in the aggregate, could reasonably be expected to have a Material Adverse Effect.

Time is Money Join Law Insider Premium to draft better contracts faster.