CONTRIBUTED PROPERTIES Sample Clauses
The "Contributed Properties" clause defines which assets, rights, or interests are being provided or transferred by a party under the agreement. Typically, this clause lists or describes the specific properties—such as intellectual property, equipment, or real estate—that one party is contributing to a joint venture, partnership, or other collaborative arrangement. By clearly identifying the contributed properties, the clause ensures all parties understand what is being provided, thereby preventing disputes and ensuring proper allocation of ownership and responsibilities.
CONTRIBUTED PROPERTIES. (a) Except as set forth in Schedule 4.08(a), the Contributor or a Contributed Entity is the insured under a policy of title insurance as the owner of, and, to the knowledge of the Contributor, the Contributor or a Contributed Entity is the owner of, good marketable and insurable fee simple title (or, in the case of certain Contributed Properties, a tenancy-in-common estate) to the Contributed Property owned by the Contributor or the Contributed Entity, in each case free and clear of all Liens except for Permitted Liens. Prior to the Closing, neither the Contributor nor any of the Contributed Entities shall take or omit to take any action to cause any Lien to attach to any Contributed Property, except for Permitted Liens and Liens, if any, given to secure mortgage indebtedness encumbering such Contributed Property.
(b) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect, (1) neither the Contributor nor any of the Contributed Entities nor, to the knowledge of the Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in breach or default of any such agreement, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would, individually or together with all such other events, constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any material obligation of any party thereto or the creation of a Lien upon any asset of the Contributor or the Contributed Entities, except for Permitted Liens, or otherwise reasonably be expected to have a Fund Material Adverse Effect and (3) all agreements affecting any Property required for the continued use, occupancy, management, leasing and operation of such Property (exclusive of space Leases) are valid and binding and in full force and effect, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity.
(c) Except for matters that would not, individually or in the aggregate, reasonably be expected to have a Fund Material Adverse Effect or that are otherwise disclosed on Schedule 4.08(c), (1) neither the Contributor, nor the Contribu...
CONTRIBUTED PROPERTIES. All of the Partnership’s right, title and interest in and to each of the real properties described in the Contributed Properties in the attached Appendix I, together with (a) any and all buildings, structures, systems, facilities, fixtures, fences and parking areas located on the Contributed Properties and any and all machinery, equipment, apparatus and appliances (not owned by tenants) used in connection with the operation or occupancy of the Contributed Properties and any leasehold interest in all such improvements leased by the Partnership, (b) all privileges, rights, easements and appurtenances belonging to the Contributed Properties, (c) all development rights, air rights, water and sewer capacity rights and water stock relating to the Contributed Properties, and (d) all right, title and interest of the Partnership in and to any streets, alleys, passages, common areas, other easements and other rights-of-way or appurtenances included in, adjacent to or used in connection with the Contributed Properties (collectively, the “Improvements”);
CONTRIBUTED PROPERTIES. (a) Schedule 4.12(a)(1) sets forth a list of the address of (i) each real property owned or leased (as lessee or sublessee), including ground leased, by any Contributed Entity as of the date of this Agreement and (ii) each of the Contributed Real Properties (all such real property interests, together with all buildings, structures and other improvements and fixtures located on or under such real property are individually referred to herein as a “Contributed Property” and collectively referred to herein as the “Contributed Properties”). Schedule 4.12(a)(2) sets forth the name of the owner of each of the Contributed Properties which, as of the date of this Agreement, is under contract or signed letter of intent for purchase or sale or which is required under a binding contract to be leased or subleased after the date of this Agreement. Except as set forth in Schedule 4.12(a)(3), there are no real properties that any Contributed Entity is obligated to buy, lease or sublease at some future date.
(b) Except as set forth in Schedule 4.12(b), a Contributor or a Subsidiary thereof, or a Contributed Entity (as the case maybe), owns fee simple title or leasehold title (as applicable) to each of the Contributed Properties, in each case, free and clear of all Encumbrances, except for Permitted Encumbrances. The Contributor Parties have delivered or made available to the Acquiror Parties true, correct and complete copies of all the mortgages, deeds of trust, security agreements and UCC filings (and any promissory notes or guaranties related thereto) with respect to any Indebtedness currently affecting a Contributed Property.
(c) Except as set forth in Schedule 4.12(c), to the knowledge of the Contributor Parties, the Contributed Properties are supplied with utilities and other services reasonably required for their continued operation as they are now being operated (if at all).
(d) Except as set forth in Schedule 4.12(d), to the knowledge of the Contributor Parties, no Contributor Party has received (i) written notice that any certificate, permit or license from any Governmental Authority having jurisdiction over any of the Contributed Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Contributed Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and ot...
CONTRIBUTED PROPERTIES. In addition to and not in lieu of Section 2.10(a) above, in the event and to the extent that the corporate or limited liability guarantees of the either or both of the Parent Entities, the Gerova Group or the Planet Five Group shall be required to refinance any one or more of the Gerova Real Estate Portfolio properties or any one or more of the Planet Five Properties (collectively, the “Contributed Properties”), than and in such event both Gerova and Planet Five shall provide or cause the applicable members of the Gerova Group or Planet Five Group to provide such guarantees; provided, however, that: (i) any such guarantees shall be given jointly by both of the Parent Entities, (ii) as to the Gerova Group, any such guarantees shall be subject to the prior approval of the Gerova Real Estate Committee, and (iii) the aggregate amount of any such guarantees shall not exceed as to any Contributed Property, either (A) thirty percent (30%) of the Net Asset Value of such Contributed Property, or (B) seventy-five percent (75%) of the Gross Asset Value of any income producing Contributed Property if and for so long as the debt coverage ratio on such Contributed Property is not less than 1.2:1.
CONTRIBUTED PROPERTIES. APN ▇▇▇-▇▇-▇▇▇ commonly known as ▇▇▇▇▇ ▇. ▇▇ ▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇, ▇▇ with approximately 211,000 sq. ft. of building improvements APN ▇▇▇-▇▇-▇▇▇ commonly known as ▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, Cupertino, CA with approximately 105,000 sq. ft. of building improvements
CONTRIBUTED PROPERTIES. Notwithstanding any other provision of this Agreement, the Members shall cause depreciation and/or cost recovery deductions and gain or loss attributable to property contributed by a Member or revalued by the Company to be allocated among the Members for income tax purposes in accordance with Section 704(c) of the Code and the Treasury Regulations promulgated thereunder.
CONTRIBUTED PROPERTIES. Notwithstanding anything to the contrary contained in the Agreement, the final list of Contributed Properties are set forth on Exhibit A attached hereto and have an aggregate value of $49,444,164.79.
CONTRIBUTED PROPERTIES. Depreciation, depletion and gain or loss with respect to assets contributed to the Joint operations shall be based upon the fair market values at the time of contribution and shall be allocated to the Capital Accounts in accordance with each party's share of such values and interest in the proceeds thereof even though such items as determined for income tax purposes are allocated differently so as to eliminate, to the extent possible, the disparity between the adjusted basis and the fair market value.