Conveyance of Properties. On the terms and subject to the conditions set forth in this Agreement, at Closing, as hereinafter defined, Seller shall sell, convey and assign to Buyer, and Buyer shall buy and accept from Seller, subject to the Permitted Encumbrances, as hereinafter defined, the nineteen (19) properties (individually a "Property" and collectively the "Properties") more particularly described on Schedule 1, attached hereto, including:
(a) good and indefeasible title in fee simple to the land ("Land") on which each Property is located, together with all rights and interests appurtenant thereto, including Seller's right, title, and interest in and to all (i) adjacent streets, alleys, rights-of-way and any adjacent strips or gores of real estate; (ii) buildings, structures and other improvements located on the Land ("Improvements"); (iii) the equipment and other tangible property owned by Seller and located in and used in connection with the ownership, maintenance and operation of the Properties other than items bearing the trade names or trade dress of Seller ("Personal Property"); and
(b) All (i) plans, drawings, specifications, surveys, and other technical descriptions ("Plans and Specifications"), (ii) warranties ("Warranties"), and (iii) assignable licenses or permits including certificates of occupancy ("Licenses").
Conveyance of Properties. OLD KINGS shall convey to the CITY by special warranty deed, in an insurable form acceptable to the CITY, the fee title to the New Right of Way free and clear of all liens, encumbrances and restrictions, not later than fifteen (15) days from the date this Agreement becomes effective.
Conveyance of Properties. On the terms and subject to the conditions set forth in this Agreement, at Closing (as hereinafter defined), Seller shall sell and convey to Buyer, and Buyer shall buy and accept from Seller, each of the Properties.
Conveyance of Properties. 8 2.2 Limitations.....................................................10 Article 3 CONSIDERATION...................................................10 3.1 Consideration...................................................10 3.2 Cash Consideration Payment......................................10 3.3 Delivery and Facilitation of Stock Consideration................10 3.4 Consent to Allocation/Division of Consideration.................11
Conveyance of Properties. Subject to the terms and conditions of this Agreement, each Seller agrees to assign, convey, and deliver to Buyer, and Buyer agrees to acquire and take receipt from each Seller at the Closing the
Conveyance of Properties. Assignor, for Ten and No/00 Dollars ($10.00) and other good and valuable consideration in hand paid by Assignee, the receipt and sufficiency of which is hereby acknowledged and confessed, by these presents does hereby GRANT, BARGAIN, SELL, CONVEY, ASSIGN, TRANSFER, SET OVER AND DELIVER unto Assignee all of Assignor's right, title and interest in and to the following described properties (except to the extent constituting Excluded Assets, as herein defined):
(I) The wellx xxx the production of crude oil, natural gas, casinghead gas, coalbed methane, condensate, helium, sulpxxx, XX0, XX0, xxtural gas liquids and other gaseous and liquid hydrocarbons or any combination thereof (all such substances are collectively referred to as"Hydrocarbons"), which are listed in Exhibit "A" hereto (the "Wellx");
Conveyance of Properties. On the terms and subject to the conditions set forth in this Agreement, at Closing, as hereinafter defined, Seller shall sell, convey and assign to Buyer, and Buyer shall buy and accept from Seller, subject to the Permitted Encumbrances, as hereinafter defined, each of the fifteen (15) restaurant properties (each individually a "Property" or "Real Property" and collectively the "Properties") more particularly described as follows:
(a) good and indefeasible title in fee simple to the land described on Schedule 1, attached hereto (collectively, "Land"), together with all rights xxx xxxxxxxxx xxxxxxxxxxx xxxxxxx, xxxxxding, without limitation, Seller's right, title, and interest in and to all (i) adjacent streets, alleys, rights-of-way and any adjacent strips or gores of real estate; (ii) buildings, structures and other improvements located on the Land ("Improvements"); and (iii) the fixtures located at or in the Land or Improvements other than walk-in coolers affixed to any Real Property described on Schedule 2 hereto ("Excluded Coolers").
(b) all of the following relating to all Real Properties (collectively, the "Personal Property"): the coolers, walk-in freezers, HVAC equipment and ventilation units owned by Seller and located at any of the Real Properties on the Closing Date, excluding, however, any Excluded Coolers located at the Properties listed on Schedule 2.
Conveyance of Properties. Contemporaneous with the execution and delivery of this Agreement, Seller shall execute, acknowledge and deliver the Conveyance to Buyer. The date of the Conveyance shall be referred to herein as the “Effective Date”.
Conveyance of Properties. 1.1 At any time following the entry of a Final Order (hereinafter defined) by the U.S. Bankruptcy Court for the District of Maryland, Southern Division (the "Bankruptcy Court") as more fully set forth in Section 6.5 below confirming the Plan of Reorganization (hereinafter defined) for the "75th Avenue Headquarters" (as defined on Exhibit B-2) or at any time following the occurrence of any event which makes Bankruptcy Court approval unnecessary, Purchaser may elect to have Seller
Conveyance of Properties. Upon receipt by GE CAPITAL of a Deficiency Payment with respect to any of the Deficiency Properties, GE CAPITAL shall assign all of its right, title and interest in and to such Deficiency Property to RTI or RTI's designee. GE CAPITAL further agrees that upon GE CAPITAL's acquisition of SRG's interest in the trade and service marks described on Exhibit "C" attached hereto (collectively, the "Trade Marks"), GE CAPITAL shall grant to RTI a paid up, royalty-free license to use the Trade Marks which are necessary for RTI to operate a restaurant at each of the Deficiency Properties. SRG agrees that on demand by RTI after the payment by RTI of a Deficiency Payment, SRG shall assign to RTI all of its right, title and interest in and to the Deficiency Property with respect to which such Deficiency Payment was paid to GE CAPITAL and in the event SRG is the owner of any of the Trade Marks, SRG shall grant to RTI a paid up, royalty-free license to use the Trade Marks for the operation of a restaurant at each such Deficiency Property.
