DEFECTIVE PROPERTIES Sample Clauses

DEFECTIVE PROPERTIES. (a) In the event that (i) the Purchaser reasonably determines that a Property has structural, environmental or other structural defects or conditions such that (x) expenditures equal to or greater than three percent (3%) of the Allocable Purchase Price of such Property are required in order to bring such Property into a reasonably satisfactory condition in accordance with prevailing standards, as the case may be, for like hotels, or (y), with respect to Properties as to which the Opening Date has already occurred, the calculation with respect to such Property of net operating income varies by three percent (3%) or more of that set forth in the financial data provided by the Candlewood Parties to the Purchaser prior to the date hereof (any such Property being hereinafter referred to as a "Defective Property"), and (ii) the Purchaser gives written notice thereof to the Candlewood Parties no later than the expiration of the Review Period (time being of the essence with respect to the giving of such notice), identifying the Defective Property or Defective Properties and the specific defects with respect thereto, the Candlewood Parties shall, subject to paragraph (c) below, be required to permit the Purchaser to acquire all of the Properties other than such Defective Property or Defective Properties.
Sample 1Sample 2Sample 3See All (4)
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DEFECTIVE PROPERTIES. (a) In the event that (i) the Purchaser reasonably determines that a Property has structural, environmental or other structural defects or conditions such that (x) expenditures equal to or greater than three percent (3%) of the Allocable Purchase Price of such Property are required in order to bring such Property into a reasonably satisfactory condition in accordance with prevailing standards, as the case may be, for like hotels, or (y) the calculation with respect to such Property of net operating income varies by three percent (3%) or more of that set forth in the financial data provided by the Candlewood Parties to the Purchaser prior to the date hereof (any such Property being hereinafter referred to as a "Defective Property"), and (ii) the Purchaser gives written notice thereof to the Candlewood Parties no later than the expiration of the Review Period (time being of the essence with respect to the giving of such notice), identifying the Defective Property or Defective Properties and the specific defects with respect thereto, the Candlewood Parties shall, subject to paragraph (c) below, be required to permit the Purchaser to acquire all of the Properties other than such Defective Property or Defective Properties.
Sample 1Sample 2See All (4)
DEFECTIVE PROPERTIES. (a) In the event that (i) the Purchaser reasonably determines that a Property has structural, environmental or other structural defects or conditions such that (x) expenditures equal to or greater than three percent (3%) of the Allocable Purchase Price of such Property are required in order to bring such Property into a reasonably satisfactory condition in accordance with prevailing standards, as the case may be, for like hotels, (y) the calculation with respect to such Property of net operating income varies by three percent (3%) or more of that set forth in the financial data provided by the ShoLodge Parties to the Purchaser prior to the date hereof, or (z), in the case of the Ground Lease Property, if the Purchaser shall determine that it is dissatisfied with any material provision of the Ground Lease (any such Property being hereinafter referred to as a "DEFECTIVE PROPERTY"), and (ii) the Purchaser gives written notice thereof to the ShoLodge Parties no later than the expiration of the Review Period (time being of the essence with respect to the giving of such notice), identifying the Defective Property or Defective Properties and the specific defects with respect thereto, the ShoLodge Parties shall, subject to paragraph (c) below, be required to permit the Purchaser to acquire all of the Properties other than such Defective Property or Defective Properties.
Sample 1
DEFECTIVE PROPERTIES. (a) If, prior to the Closing with respect to any Property, the Purchaser reasonably determines that a Property has structural, environmental or legal defects such that (x) expenditures equal to or greater than three percent (3%) of the Allocable Purchase Price of such Property are required in order to bring such Property into a satisfactory condition in the Purchaser's reasonable determination (any such Property being hereinafter referred to as a "Defective Property"), the Purchaser shall give written notice thereof to the Sellers, within ten (10) Business Days after acquiring actual knowledge of the applicable defect (time being of the essence with respect to the giving of such notice), identifying the Defective Property or Properties and the specific defects with respect thereto. The Sellers shall thereupon have the right, but not the obligation, at their sole cost and expense, to elect, by notice given to the Purchaser within thirty (30) days after the Purchaser's notice of defect, to cause Substantial Completion of such Defective Property or Properties, to occur, free of such defects, prior to December 31, 1999 or, in the case of the Nashville Property or the St. Louis Property, to cure any such defects with respect thereto, prior to December 31, 1999. Failure of the Sellers to give such notice prior to the expiration of such 30-day period shall be deemed an election by the Sellers to cure such defect. If the Sellers shall be unwilling or unable to cure such defect, the Purchaser shall only be required (and the Sellers shall be required to permit the Purchaser) to acquire all of the Properties, other than such Defective Property or Properties.
Sample 1
DEFECTIVE PROPERTIES. (a) In the event that Investor reasonably determines that the Development Assets have structural, environmental or other defects or conditions, Developer agrees to promptly and diligently remedy such defect or condition but in all events not later than the Review Period Expiration Date.
Sample 1
DEFECTIVE PROPERTIES. If prior to the end of the Due Diligence Period, Purchaser determines that one or more Properties (other than any Xxxxxxx Properties) has a defect in excess of the Materiality Threshold (a “Defective Property”), Purchaser shall deliver notice of the same to Seller, setting forth in reasonable detail the basis for such determination. Seller shall have the right, but not the obligation, to cure any such defect at or prior to Closing to the reasonable satisfaction of Purchaser and the satisfaction of Purchaser’s lender (in its sole and absolute discretion) at or prior to Closing. Subject to Section 3(d) below, if Seller elects not to cure such defect or if Seller fails to cure such defect, Seller shall not be in default of this Agreement but Seller shall, in the case the Defective Property is part of the Direct Sale Properties, remove such Defective Property from this transaction by not conveying such Defective Property to Purchaser at the Closing, or in the case the Defective Property is part of the Assigned Interest, effectuate a Defective Property Transfer for such Defective Property. For avoidance of doubt, in no event may a Xxxxxxx Property be designated as or otherwise be deemed a Defective Property.
Sample 1
DEFECTIVE PROPERTIES. If Seller shall not have exercised its rights to cure any defects that caused any Property to have been designated as a Defective Property, evidence reasonably satisfactory to Purchaser of the consummation of the Defective Property Transfers.
Sample 1
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DEFECTIVE PROPERTIES. (a) In the event that (i) the Company -------------------- reasonably determines that a Property has structural, environmental or other structural defects or conditions such that (x) expenditures equal to or greater than three percent (3%) of the Allocable Purchase Price of such Property are required in order to bring such Property into a reasonably satisfactory condition in accordance with prevailing standards for like hotels or (y) the calculation with respect to such Property of net operating income varies (as determined on a full year rolling basis) by three percent (3%) or more of that set forth in the financial data provided by the HSD Parties to the Company prior to the date hereof (any such Property being hereinafter referred to as a "Defective Property"), and (ii) the Company gives written notice thereof to the ------------------- HSD Parties no later than the expiration of the Review Period (time being of the essence with respect to the giving of such notice), identifying the Defective Property or Defective Properties and the specific defects with respect thereto, such Property shall, subject to paragraph (c) below, be deemed an Excluded Property.
Sample 1

Related to DEFECTIVE PROPERTIES

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

  • Exclusive Property The Executive confirms that all protected information is and shall remain the exclusive property of the Company Group. All business records, papers and documents kept or made by the Executive relating to the business of the Company shall be and remain the property of the Company Group.

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to:

  • Assets and Properties The Borrower and each of its Subsidiaries has good and marketable title to all of its assets and properties (tangible and intangible, real or personal) owned by it or a valid leasehold interest in all of its leased assets (except insofar as marketability may be limited by any laws or regulations of any Governmental Authority affecting such assets), and all such assets and property are free and clear of all Liens, except Liens permitted under Section 7.3(C). Substantially all of the assets and properties owned by, leased to or used by the Borrower and/or each such Subsidiary of the Borrower are in adequate operating condition and repair, ordinary wear and tear excepted. Neither this Agreement nor any other Loan Document, nor any transaction contemplated under any such agreement, will affect any right, title or interest of the Borrower or such Subsidiary in and to any of such assets in a manner that could reasonably be expected to have a Material Adverse Effect.

  • Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).

  • Additional Material Real Estate Assets (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

  • Additional Property Collateral shall also include the following property (collectively, the “Additional Property”) which Debtor becomes entitled to receive or shall receive in connection with any other Collateral: (a) any stock certificate, including without limitation, any certificate representing a stock dividend or any certificate in connection with any recapitalization, reclassification, merger, consolidation, conversion, sale of assets, combination of shares, stock split or spin-off; (b) any option, warrant, subscription or right, whether as an addition to or in substitution of any other Collateral; (c) any dividends or distributions of any kind whatsoever, whether distributable in cash, stock or other property; (d) any interest, premium or principal payments; and (e) any conversion or redemption proceeds; provided, however, that until the occurrence of an Event of Default (as hereinafter defined), Debtor shall be entitled to all cash dividends and all interest paid on the Collateral (except interest paid on any certificate of deposit pledged hereunder) free of the security interest created under this Agreement. All Additional Property received by Debtor shall be received in trust for the benefit of Secured Party. All Additional Property and all certificates or other written instruments or documents evidencing and/or representing the Additional Property that is received by Debtor, together with such instruments of transfer as Secured Party may request, shall immediately be delivered to or deposited with Secured Party and held by Secured Party as Collateral under the terms of this Agreement. If the Additional Property received by Debtor shall be shares of stock or other securities, such shares of stock or other securities shall be duly endorsed in blank or accompanied by proper instruments of transfer and assignment duly executed in blank with, if requested by Secured Party, signatures guaranteed by a bank or member firm of the New York Stock Exchange, all in form and substance satisfactory to Secured Party. Secured Party shall be deemed to have possession of any Collateral in transit to Secured Party or its agent.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

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