Designated Properties Sample Clauses

Designated Properties. Notwithstanding anything contained in this Agreement to the contrary, the General Partner, acting as a fiduciary, shall use its reasonable best efforts and act in good faith to acquire, develop, lease and operate the Designated Properties (as defined in the Contribution Agreement) in a manner to maximize the Annualized NOI (as defined in the Contribution Agreement) for the Designated Properties. Nothing in Sections 7.1(h) or 7.1(i) shall require the General Partner to contribute additional capital to the Partnership.
Sample 1Sample 2
AutoNDA by SimpleDocs
Designated Properties. Description of Designated Property Permitted Sale Date --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- -------------------------------------------------
Sample 1
Designated Properties. The Management Committee may, from time to time, designate certain mineral properties, including an area of interest around those certain mineral properties, excluding the Almaden Excluded Area, which are then held by the ExplorationJV (“Designated Property”). In such a case, none of the amount of actual or deemed Exploration Expenditures will be allocated to the Designated Property even if some exploration has been undertaken within the Designated Property. Upon the designation of a Designated Property: (a) a separate contractual Joint Venture shall be deemed to have been automatically established between the parties in respect of the Designated Property (a “Designated Property JV”) and in which the respective participating interest in the Designated Property and the Equity Interest of the parties in such Designated Property shall be 51% for JOGMEC and 49% for Almaden and Gavilan; (b) JOGMEC shall contribute the initial aggregate amount of United States Dollars Five Hundred Thousand (USD$500,000) of Exploration Expenditures in respect of each Designated Property and thereby acquire an additional 9% of Equity Interest therein and there shall be a corresponding adjustment to the participating interest of each Party in the Designated Property JV; (c) After JOGMEC has contributed the initial aggregate amount of United States Dollars Five Hundred Thousand (USD$500,000) of Exploration Expenditures in respect of each Designated Property in accordance with Section 12(b), Exploration Expenditures shall be contributed by each Party on a pro-rata basis based on their respective Equity Interest in the Designated Property (the “Pro-Rata Stage”). (d) During Pro Rata Stage if JOGMEC or Almaden does not contribute its responsible share of funds, the Equity Interest of the non-contributing Party shall be diluted with a simple linear equation in accordance with the following formula; Where: A = that portion of the actual Exploration Expenditures in relation to the relevant program and budget which the non-contributing Party would have paid, but did not pay by virtue of such election; and B = the total Exploration Expenditures contributed by both Parties (including any deemed expenditure) from the Effective Date up to the end of the program and budget immediately preceding the Exploration Program and exploration budget in respect of which the election is being made; (e) JOGMEC’s contribution to the funding of Exploration Expenditures of each Designated Property shall be Uni...
Sample 1
Designated Properties. As to each of the Designated Properties: (i) HRT or its Subsidiaries have good marketable title thereto and the legal right and authority to pledge the property under the terms and conditions provided herein, (ii) the property is not subject to any liens or encumbrances other than those permitted by Section 5.07, (iii) HRT and its Subsidiaries hereby reaffirm the representations and warranties regarding Environmental Matters provided in Section 4.06, and (iv) all property taxes and governmental fees and charges relating to the properties have been paid, other than those which are not yet delinquent or which are being contested in accordance with the provisions of Section 4.16. 1.8 A new paragraph is added to the end of Section 5.07 to read as follows: Notwithstanding anything to the contrary contained herein, HRT will not nor will it permit any of its Subsidiaries to create, assume or suffer to exist any Lien on any of the Designated Properties, except (i) Liens created or contemplated hereunder, and (ii) Liens permitted under subsections (b) - (f) hereof. 1.9 A new Section 5.29 is added to read as follows:
Sample 1
Designated Properties. 70 ARTICLE VI CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERS . 70 6.2 CONDITIONS TO OBLIGATIONS OF PRIME AND PRIME PARTNERSHIP. . . 71 6.3 CONDITIONS TO OBLIGATIONS OF HORIZON AND HORIZON PARTNERSHIP. 73
Sample 1
Designated Properties. The parties hereto acknowledge that Horizon and Horizon Partnership may explore the sale of the Designated Properties prior to Closing in accordance with the provisions hereof, including without limitation Sections 1.18 and 4.1 hereof, and shall permit Prime and Prime Partnership and their financial and legal advisors to participate in such sale process; provided, however, that such agreements may provide at Horizon's election that such agreements are terminable by Horizon if this Agreement is terminated for any reason.
Sample 1
Designated Properties. Designated Property -------------------
Sample 1
AutoNDA by SimpleDocs
Designated Properties. The term "Designated Properties" as used in the Agreement shall not include any properties which have been sold as permitted under the Agreement.
Sample 1

Related to Designated Properties

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • 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: (b) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted). (c) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01. (d) Operate the Borrowing Base Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (e) Cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

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

  • Owned Properties (i) Seller has good, indefeasible and marketable title to the Owned Real Estate and all personal property and fixtures thereon, free and clear of all liens and Encumbrances except the Permitted Exceptions (as such term is defined on Exhibit I attached hereto and made a part hereof). --------- (ii) There are no pending or threatened condemnation proceedings, lawsuits, violations of applicable law or administrative actions relating to the Owned Real Estate or other matters affecting adversely the current use, access to, occupancy, or value of the Owned Real Estate. (iii) Seller has complied with and the Owned Real Estate complies with all Legal Requirements and Environmental and Safety Requirements. (iv) All buildings, Fee Improvements and other property on the Owned Real Estate, including all streets, curbs, curb cuts, sidewalks, sewers and utilities (including any necessary gas, electricity, water, sanitary and storm sewer service) have been supplied, completed and installed, and connected and (where appropriate) dedicated to and accepted by the local governing body. (v) No notice from any governmental authority, insurance company or from any board of fire underwriters or real estate association (or other body exercising similar functions) has been received requesting the performance of any repairs, alterations or other work or affecting the operation of the Owned Real Estate. (vi) The Owned Real Estate has been issued all permanent certificates of occupancy, all licenses, Permits, authorizations and approvals required by all governmental authorities having jurisdiction over the Owned Real Estate for the continued use of the Owned Real Estate as used at present, which are all in full force and effect. (vii) Any covenants or restrictions to which the Owned Real Estate is subject have not been violated and will not be violated by any pending or contemplated improvement to the Owned Real Estate or use of the Owned Real Estate. (viii) Seller will have paid, prior to the Closing Date, all taxes and assessments, including assessments payable in installments, which are to become due and payable and/or a lien on the Owned Real Estate, except for Taxes for the current year which shall be prorated at Closing, and no portion of the Owned Real Estate is affected by existing or impending special assessments, whether or not a lien thereon, and Seller has no knowledge of any impending increase in real estate or personal property Taxes affecting the Owned Real Estate. (ix) Seller is not a "foreign person" as such term is defined in Section 1445(f)(3) of the Code. (x) There are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of the Owned Real Estate and no Person other than Seller is in possession of the Owned Real Estate. (xi) There are no outstanding options or rights of first refusal to purchase or lease the Owned Real Estate or any portion thereof or interest therein. (xii) No air or development rights with respect to the Owned Real Estate have been transferred or sold, and no contract to sell such air or development rights is outstanding, other than pursuant to the terms and conditions of this Agreement. (xiii) No employees, agents or contractors have been hired by or otherwise employed by Seller for the maintenance or management of the Owned Real Estate. (xiv) No Contracts affect or impact the Owned Real Estate in any manner whatsoever including, without limitation, Contracts relating the operation, management, repair, operation or improvement of the Owned Real Estate. (xv) All appliances and the water, sewer, heating, electrical, plumbing, air conditioning and other mechanical and electrical systems are in good working order and are adequate in quantity and quality for normal operations and are free from leaks. The roofs are free from leaks and are in sound structural condition. All other structural and non-structural portions of the Fee Improvements on the Owned Real Estate, including walls and foundations, are in sound structural condition and do not materially vary from their intended grade. (xvi) The Owned Real Estate is free and clear of all visible evidence of termites, fungus, dry rot, beetles, other wood destroying insects, pests, faulty grade levels, shower leaks, cellulose debris or excessive moisture conditions, or other pest infestation or damage. (xvii) No part of the Owned Real Estate is located in a flood plain or flood hazard or flood prone area as delineated by the federal or state government. (xviii) All work performed on or materials furnished with respect to the Owned Real Estate prior to the Closing Date have been paid for by Seller prior to the Closing Date. (xix) No portion of the Owned Real Estate or the building or the Fee Improvements thereon is designated by or registered with any governmental authority as historic or landmark buildings or any other similar designation or registration and Seller shall not attempt to obtain or effect any such designation or registration. (xx) Seller represents and warrants that it did not deal with any broker or sales agent in connection with this Agreement or the sale of the Owned Real Estate.

  • Investment Related Property Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in 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).

  • Real Estate Assets In order to create in favor of Global Agent, for the benefit of Lenders, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in certain Real Estate Assets, Global Agent shall have received from Company and each applicable Guarantor: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each Real Estate Asset listed in Schedule 3.1(i)(i) (each, a "Closing Date Mortgaged Property"); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Global Agent) in each state in which a Closing Date Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Syndication Agent and Global Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Global Agent; (iii) in the case of each Leasehold Property that is a Closing Date Mortgaged Property, (1) a Landlord Consent and Estoppel and (2) evidence that such Leasehold Property is a Recorded Leasehold Interest; (iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company with respect to each Closing Date Mortgaged Property, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the Closing Date and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Syndication Agent and Global Agent; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Global Agent; and (vi) ALTA surveys of all Closing Date Mortgaged Properties which are not Leasehold Properties, certified to Global Agent and dated not more than thirty (30) days prior to the Closing Date.

  • Qualified Property Applicant’s Qualified Property is described in Schedule 2.3, which is incorporated herein by reference. The Parties expressly agree that the location of the Qualified Property shall be within the Reinvestment Zone as set out in Schedule 2.1.

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.

  • The Properties Attached hereto as Schedule I is the description of certain Land (the "Subject Property"). Effective upon the execution and delivery of this Lease Supplement by Lessor and Lessee, such Land, together with any Building and other improvements thereon or which thereafter may be constructed thereon shall be subject to the terms and provisions of the Lease and Lessor hereby grants, conveys, transfers and assigns to the Related Lessee those interests, rights, titles, estates, powers and privileges provided for in the Lease with respect to the Subject Property.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!