Conveyance of Property. In exchange for the payment of both the Purchase Price and the Buyer’s Premium in accordance with Sections 1 and 2 above, Oceaneering shall issue to Buyer a Xxxx of Sale in the form attached hereto as Schedule 2 and incorporated herein for all purposes, whereby Seller shall TRANSFER, CONVEY, SELL, DELIVER and ASSIGN to Buyer the Property in its present condition and location, free and clear of all liens, claims and other encumbrances. The Xxxx of Sale may be issued electronically and Title to the Property, including all risk of loss, shall transfer to Buyer immediately upon receipt of the Xxxx of Sale. The date on which Sellers issue the Xxxx of Sale to Buyers shall hereinafter also be referred to as the “Closing Date”.
Conveyance of Property. Grantor hereby acknowledges to Agent that (a) the identity and expertise of Grantor was and continues to be a material circumstance upon which Agent has relied in connection with, and which constitute valuable consideration to Agent for, the extending to Borrower of the loans and other extensions of credit evidenced by the Note and Credit Agreement, and (b) any change in such identity or expertise could materially impair or jeopardize the security for the payment of the Secured Obligations granted to Agent by this Instrument. Grantor therefore covenants and agrees with Agent, as part of the consideration for the extending to Borrower of the loans evidenced by the Note, that Grantor shall not convey, transfer, assign, further encumber or pledge any or all of its interest in the Property except as permitted under the Credit Agreement.
Conveyance of Property. Every person ceasing to be a Trustee hereunder is deemed to have conveyed, assigned, transferred or made over to the remaining Trustees upon such person’s Cessation Date any or all the rights to and property of the Fund, and will, if necessary, convey, assign, transfer and make over to the remaining Trustees upon the Cessation Date any or all the rights and property of the Fund as the remaining Trustees may direct. Each Trustee, by signing this Agreement, or an Acceptance of Trust, constitutes and appoints the remaining Trustees as his or her attorneys, to sign all documents and deeds in such Trustee’s name as may be necessary to convey his or her legal interest in the rights to and property of the Fund to the other Trustees upon the Cessation Date. Upon the appointment of a successor Trustee, the Trustees upon the effective date of such Acceptance of Trust by a successor Trustee will be deemed to have conveyed, assigned, transferred or made over to the successor Trustee all the rights to and property of the Fund and will sign all documents and deeds as may be necessary to convey a joint legal interest in the rights to and property of the Fund to the successor Trustee.
Conveyance of Property. Obligor hereby acknowledges to Collateral Agent that (a) the identity and expertise of Obligor was and continues to be a material circumstance upon which Collateral Agent has relied in connection with, and which constitute valuable consideration to Collateral Agent for, the extending to Obligor of the loan evidenced by the Note, and (b) any change in such identity or expertise could materially impair or jeopardize the security for the payment of the Secured Obligations granted to Collateral Agent by this Instrument. Obligor therefore covenants and agrees with Collateral Agent, as part of the consideration for the extending to Obligor of the loans evidenced by the Note, that Obligor shall not convey, transfer, assign, further encumber or pledge any or all of its interest in the Property without the prior written consent of Collateral Agent, except as permitted by the Credit Agreement.
Conveyance of Property a. City hereby agrees to convey the Property to TCAH by means of a Special Warranty Deed in the form attached hereto as Exhibit B (the “Deed”). Upon receipt of Tempe City Council approval of the conveyance, City shall cause the Restrictive Covenant (as hereafter defined) and Deed to be recorded.
b. TCAH shall pay all costs, expenses and fees associated with the recording, including without limitation all recording fees. All real property taxes and assessments, if any, shall be prorated between City and TCAH as of the date the Deed is recorded, based upon the latest available information. All utilities and other operating expenses for the Property shall be prorated between City and TCAH as of the date the Deed is recorded, or as otherwise agreed between City and TCAH.
c. The Property is being conveyed in its “AS IS” condition and without any representation or warranty except as otherwise expressly set forth in this Agreement.
Conveyance of Property. At closing, Seller will convey to Buyer title to the Property by deed, which will identify the following exceptions to title:
a. Ad valorem real property taxes and assessments for the year 2021 and subsequent years; outstanding and unpaid taxes and assessments, if any, for previous years; conditions, easements, and restrictions of record; zoning ordinances and other restrictions and prohibitions imposed by applicable governmental authorities.
b. Reservation of an undivided ¾ interest in, and title in and to an undivided ¾ interest in, all the phosphate, minerals and metals that are or may be in, on, or under the Property and an undivided ½ interest in all the petroleum that is or may be in, on, or under the Property with the privilege to mine and develop, pursuant to Section 270.11, Florida Statutes. The parties expressly acknowledge that Buyer accepts title as it exists on the day title is transferred from Seller to Buyer unless written notice has been provided to Seller in accordance with Section 3.
Conveyance of Property. Borrower transfers, conveys, sells, alienates, demises, or encumbers the Property or any portion of the Property, whether voluntarily or involuntarily, without the prior express written consent of Xxxxxx.
Conveyance of Property. Except as otherwise provided in this Agreement or the applicable Task Order or as otherwise agreed by the parties, property conveyed by GTE to TeleTech shall be clear and free from all encumbrances, including but not limited to claims, charges, security interests and other liens.
Conveyance of Property. Mortgagor hereby acknowledges to Agent that (a) the identity and expertise of Mortgagor was and continues to be a material circumstance upon which Agent has relied in connection with, and which constitute valuable consideration to Agent for, the extending to Borrower of the loans and other extensions of credit evidenced by the Note and Credit Agreement, and (b) any change in such identity or expertise could materially impair or jeopardize the security for the payment of the Secured Obligations granted to Agent by this Instrument. Mortgagor therefore covenants and agrees with Agent, as part of the consideration for the extending to Mortgagor of the loans evidenced by the Note, that Mortgagor shall not convey, transfer, assign, further encumber or pledge any or all of its interest in the Property except as permitted under the Credit Agreement.
Conveyance of Property. (a) The Seller, for and in consideration of the Purchase Price (as hereinafter defined) to be paid and satisfied as hereinafter provided, and also in consideration of the mutual covenants and agreements of the parties hereinafter contained, shall sell and convey to the Buyer, and the Buyer shall purchase from the Seller, the Property, all in accordance with and subject to the terms of this Agreement.
(b) As used herein, the term “Property” means and includes (i) the land located in the Borough of Tinton Falls, Monmouth County, New Jersey commonly known as One Commvault Way and designated as Tax Block 101.02, Lot 1 and 1X, all as more particularly described in Exhibit A attached hereto and made a part hereof (the “Land”); (ii) all buildings, structures and other improvements now or hereafter located on the Land (collectively, the “Improvements”); (iii) all appurtenances, rights, privileges, and easements and development rights benefiting, belonging or pertaining thereto and all right, title and interest, if any, of the Seller in and to any land lying in the bed of any street, road, highway or avenue, open or proposed, in front of or adjoining all or any part of the Land and in all strips, gores or rights-of-way, riparian rights and easements (collectively, the “Other Real Estate Rights”); (iv) any and all governmental licenses, permits and approvals relating to the Land or the Improvements (collectively, the “Licenses”); (v) all personal property of Seller located on or in or used in connection with the Land and Improvements (excluding any personal property used specifically in Commvault Systems, Inc.’s business operations), and (vi) all plans and specifications for the Property, including but not limited to all site plans, surveys, title insurance policies, soil and subsurface studies, architectural drawings, engineering plans and studies, floor plans, landscape plans and other plans and studies of any kind which relate to the Property and are owned by and in the possession of the Seller (“Plans and Specifications”). Notwithstanding the foregoing, (A) as more particularly set forth in Paragraph 6 hereof and subject in all respects to the Leaseback Lease (as hereinafter defined), the Seller shall retain exclusive access to the data center portion of the Property and sole ownership of the generators at the Property and the uninterruptible power supply servicing same, and (B) the property designated as Block 101.03, Lot 2 (on which a firehouse is currently lo...
