Buyer or Real. Property Buyer shall pay the Real Property Purchase Price to Real Property Seller in cash by wire transfer to an account designated in writing by Real Property Seller.
Buyer or Real Sample Clauses
Related to Buyer or Real
CONTRIBUTOR Xxxxxxx CIV LLC, a Delaware limited liability company By: Priam Capital Fund III, L.P., as Manager By: Priam Capital GP, LLC, its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Signatory OPERATING PARTNERSHIP: Priam Office Properties OP LP, a Delaware limited partnership By: Priam Properties Inc., its general partner By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer REIT Priam Properties Inc., a Maryland corporation By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Chief Executive Officer PRIAM GPS: Priam Capital GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Priam Investors GP, LLC, a Delaware limited liability company By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Authorized Person By: /s/ Xxxxx Xxxxx Name: Xxxxx Xxxxx Title: Authorized Person Exhibit A Contributed Contributed Consideration Contributor Entity Interest Property OP Units (#) Cash ($) Xxxxxxx CIV LLC Xxxxxxx Office LLC 99.99 % 1400 Xxxxxxx, 1404 Xxxxxxx 179,190 0 Exhibit B
Authority of the Asset Manager (a) Except as set forth in Section 2(e) below and any guidance as may be established from time to time by the managing member of the Series or the Advisory Board, the Asset Manager shall have sole authority and complete discretion over the care, custody, maintenance and management of the Series Collection Drop 004 Asset and to take any action that it deems necessary or desirable in connection therewith. The Asset Manager is authorized on behalf of the Series to, among other things:
Property of Company All information, ideas, concepts, improvements, discoveries, and inventions, whether patentable or not, which are conceived, made, developed or acquired by Executive, individually or in conjunction with others, during Executive’s employment by Company (whether during business hours or otherwise and whether on Company’s premises or otherwise) which relate to the business, products or services of Company or its affiliates shall be disclosed to Company and are and shall be the sole and exclusive property of Company and its affiliates. Moreover, all documents, drawings, memoranda, notes, records, files, correspondence, manuals, models, specifications, computer programs, E-mail, voice mail, electronic databases, maps and all other writings or materials of any type embodying any of such information, ideas, concepts, improvements, discoveries, and inventions are and shall be the sole and exclusive property of Company and its affiliates. Upon Executive’s termination of employment for any reason, Executive shall deliver the same, and all copies thereof, to Company.
No enquiry The Mortgagee shall not be obliged to make any enquiry as to the nature or sufficiency of any payment received by it under the Mortgage and/or this Deed or to make any claim or take any action to collect any moneys hereby assigned or to enforce any rights or benefits hereby assigned to the Mortgagee or to which the Mortgagee may at any time be entitled under the Mortgage and/or this Deed.
Buyer’s Knowledge Buyer has no knowledge of any fact which results in any representation or warranty of Seller in Article 6 being breached. If after the date of this Agreement, Buyer obtains knowledge of any fact which results in any representation or warranty of Seller being breached, Buyer will promptly furnish Seller written notice thereof.
Purchaser’s Knowledge The Sellers shall not be liable for any Claim if and to the extent that the Purchaser or any of its Representatives is aware at the date of this Agreement of the fact, matter, event or circumstance which is the subject matter of the Claim.
Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:
Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:
Knowledge of Seller Where any representation or warranty contained in this Agreement is expressly qualified by reference to knowledge, Seller confirms that it has made or caused to be made due and diligent inquiry as to the matters that are the subject of such representations and warranties.
Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:
