Title, Conservation and Disposition of REO Property (a) This Section shall apply only to REO Properties acquired for the account of the Trustee and shall not apply to any REO Property relating to a Mortgage Loan which was purchased or repurchased from the Trustee pursuant to any provision hereof. In the event that title to any such REO Property is acquired, the Servicer shall cause the deed or certificate of sale to be issued in the name of the Trustee, on behalf of the Certificateholders.
FIRPTA Matters At the Closing, (a) the Company shall deliver to Parent a statement (in such form as may be reasonably requested by counsel to Parent) conforming to the requirements of Section 1.
REAL ESTATE TAXES, SPECIAL ASSESSMENTS AND PRORATIONS (a) Because the Entire Property (of which the Property is a part) is subject to a triple net lease (as further set forth in paragraph 11(a)(i), the parties acknowledge that there shall be no need for a real estate tax proration. However, Seller represents that to the best of its knowledge, all real estate taxes and installments of special assessments due and payable in all years prior to the year of Closing have been paid in full. Unpaid real estate taxes and unpaid levied and pending special assessments existing on the date of Closing shall be the responsibility of Buyer and Seller in proportion to their respective Tenant in Common interests, pro-rated, however, to the date of closing for the period prior to closing, which shall be the responsibility of Seller if Tenant shall not pay the same. Seller and Buyer shall likewise pay all taxes due and payable in the year after Closing and any unpaid installments of special assessments payable therewith and thereafter, if such unpaid levied and pending special assessments and real estate taxes are not paid by any tenant of the Entire Property.
Approval of Leases, Contracts, Etc In fulfilling its duties to Owner, Manager may and hereby is authorized to enter into any leases, contracts or agreements on behalf of Owner in the ordinary course of the management, operation, maintenance and leasing of the Property.
Title to Properties; Absence of Encumbrances Each of the Borrowers has good and marketable title to all of the material properties, assets and rights of every name and nature now purported to be owned by it, including, without limitation, such properties, assets and rights as are reflected in the Initial Financial Statement (except such properties, assets or rights as have been disposed of in the ordinary course of business since the date thereof), free from all Encumbrances, except Permitted Encumbrances, and, except as so disclosed, free from all defects of title that might materially adversely affect any of such properties, assets or rights or the business, financial condition, assets or properties of any of the Borrowers. All such properties and assets are free and clear of all title defects or objections, liens, claims, charges, security interests and other Encumbrances of any nature whatsoever, except Permitted Encumbrances. The rights, properties and other assets presently owned, leased or licensed by any of the Borrowers and described elsewhere in this Agreement include all rights, properties and other assets necessary to permit any of the Borrowers to conduct its businesses in all material respects in the same manner as its businesses have been conducted prior to the date hereof. At the time any of the Borrowers pledge, sell, assign or transfer to the Agent or the Canadian Bank, as the case may be, any instrument, document of title, security, chattel paper or other property (including Base Inventory, Equipment, Base Accounts, contract rights, patents, trademarks, copyrights, Accounts and any other Collateral) or any proceeds or products thereof, or any interest therein, such Borrower shall be the lawful owner thereof and shall have good right to pledge, sell, assign or transfer the same; none of such properties shall have been pledged, sold, assigned or transferred to any Person other than the Agent or the Canadian Bank, as the case may be, or in any way encumbered (other than Permitted Encumbrances and asset sales permitted under Section 6.6 hereof); and the Borrowers shall defend the same against the claims and demands of all Persons.
Real Estate Matters The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement;
Title to Properties; Absence of Liens Borrower has good and clear record and marketable title to all of its properties and assets, and all of its properties and assets are free and clear of all mortgages, liens, pledges, charges, encumbrances and setoffs, except those mortgages, deeds of trust, leases of personal property and security interests previously specifically consented to in writing by the Bank.
Merger Sale Conveyance and Lease Section 10.01. Issuer May Consolidate on Certain Terms 44 Section 10.02. Issuer Successor to Be Substituted 44 Section 10.03. Guarantor May Consolidate on Certain Terms 44 Section 10.04. Guarantor Successor to Be Substituted 45 Section 10.05. Assumption by Guarantor 45
Title to Properties; Liens Borrower and its Subsidiaries have (i) good, sufficient and legal title to (in the case of fee interests in real property), (ii) valid leasehold interests in (in the case of leasehold interests in real or personal property), or (iii) good title to (in the case of all other personal property), all of their respective properties and assets reflected in the financial statements referred to in subsection 5.3 or in the most recent financial statements delivered pursuant to subsection 6.1, in each case except for assets disposed of since the date of such financial statements in the ordinary course of business or as otherwise permitted under subsection 7.7. Except as permitted by this Agreement, all such properties and assets are free and clear of Liens.
