Excluded Parcels Sample Clauses

Excluded Parcels. (i) In the event that any Parcel is designated an “Excluded Parcel” pursuant to Section 5(a) or Section 5(b) or any other applicable provision of this Agreement or by mutual agreement of the parties, then (i) Buyer shall no longer be obligated to acquire, and Seller shall no longer be obligated to sell, such Excluded Parcel, (ii) other than as set forth in Section 5(c)(ii) below and Section 21(c)(iv), this Agreement shall be terminated with respect to such Excluded Parcels, and Buyer’s and Seller’s obligations hereunder with respect to such Excluded Parcel shall be null and void, (iii) Buyer and Seller shall be obligated to proceed to Closing with respect to all Properties other than the Excluded Parcels (subject to the terms herein), (iv) Seller’s Representations shall be deemed modified to exclude any such Excluded Parcels, and (v) at Closing, the Purchase Price will be reduced by the amount set forth in the Allocation Schedule allocated to such Excluded Parcel. (ii) In the event that any Parcel is designated an Excluded Parcel hereunder, then immediately prior to Closing, Seller shall cause the applicable Acquired Company to convey by quitclaim deed or other similar deed without representation or warranty, all of such Acquired Company’s right, title and interest in and to the Excluded Parcel, and execute and deliver any and all assignments, bills of sales, transfer Tax Returns and other requirements as may be required to convey such Excluded Parcel to Seller or an Affiliate of Seller (other than any Acquired Company) prior to Closing. Any and all costs and expenses incurred in connection with such transfer, including any Transfer Taxes, recording Taxes and other charges, shall be borne by Seller and paid at Closing. Such conveyance shall be made without any representation or warranty of any kind from the Acquired Companies or Buyer.
Sample 1
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Excluded Parcels. In the event that any Parcel has been designated an Excluded Parcel, Seller shall have performed in all respects its obligations pursuant to Section 5(d)(ii).
Sample 1
Excluded Parcels. TRG waives all rights and agrees that those remaining City Parcels identified in Exhibit “A” and not addressed in Phases 1 or 2 described above, are excluded from the scope of the Project as defined in this Agreement (the “Excluded City Parcels”). The City may, at its sole discretion, exercise rights to convey some or all of the Excluded City Parcels to other parties for future redevelopment in accordance with the Old Town Redevelopment Plan.
Sample 1Sample 2
Excluded Parcels. An executed memorandum of options with respect to the Excluded Parcels in the form attached hereto as Exhibit “U”.
Sample 1
Excluded Parcels. In the event that any Parcels are designated as Excluded Parcels pursuant to Section 5(a) or Section 5(b) or any other applicable provision of this Agreement or by mutual agreement of the parties, then (i) Buyer shall no longer be obligated to acquire, and Seller shall no longer be obligated to sell, such Excluded Parcels, (ii) other than as set forth in Section 21(c)(iv), this Agreement shall be terminated with respect to such Excluded Parcels and Buyer’s and Seller’s obligations hereunder with respect to such Excluded Parcels shall be null and void, except as expressly set forth herein to survive the termination of this Agreement, (iii) Buyer and Seller shall be obligated to proceed to Closing with respect to all Parcels other than the Excluded Parcels (subject to the terms hereof), (iv) Seller’s Representations shall be deemed modified to exclude any such Excluded Parcels, (v) at Closing, the portion of the Deposit allocated to such Excluded Parcels shall be applied toward the Purchase Price, and (vi) the Purchase Price will be reduced by the sum of the amounts set forth in the Allocation Schedule in Exhibit G allocated to such Excluded Parcels.
Sample 1
Excluded Parcels. The City and the School Districts agree that any redevelopment of Hickory Grove and any increment created by the redevelopment of that property shall not be subject to any disbursement under this Agreement. Hickory Grove’s Property Identification Number is 00-00-000-000 and is depicted in Exhibit 1 to this Agreement.
Sample 1

Related to Excluded Parcels

  • Excluded Property Notwithstanding anything to the contrary in Section 2.1, the property, assets, rights and interests set forth in this Section 2.2 (the “Excluded Property”) are excluded from the Property:

  • Excluded Parties Contractor certifies that it is not listed in the prohibited vendors list authorized by Executive Order 13224, “Blocking Property and Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or Support Terrorism,” published by the United States Department of the Treasury, Office of Foreign Assets Control.’

  • Tax Parcels Each Mortgaged Property constitutes one or more complete separate tax lots or is subject to an endorsement under the related Title Policy insuring same, or in certain instances an application has been made to the applicable governing authority for creation of separate tax lots, which shall be effective for the next tax year.

  • Excluded Positions When a College temporarily assigns an employee to the duties and responsibilities of a position excluded from the provisions of this Collective Agreement, the employee's obligations to contribute to the regular monthly Union dues under Article 5.4 and his/her seniority shall continue during the period of such temporary assignment up to a maximum period of twelve

  • Excluded Assets Notwithstanding anything to the contrary in this Agreement, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”): (a) all cash, cash equivalents (including marketable securities and short-term investments), bank accounts and their balances (including related books and records), lockboxes and deposits of, and any rights or interests in, the cash management system of Seller, including uncleared checks and drafts received or deposited for the account of Seller; (b) all rights under any Contracts, including those listed on Schedule 2.02(b), but excluding the Assumed Contracts; (c) all Company Plans and attributable assets of, or relating to, such plans, including all records, Contracts and arrangements associated with such Company Plans; (d) any Intellectual Property of Seller not Related to the Business; (e) Seller’s Organizational Documents and minute and equity ownership books and records having to do with the company organization or existence of Seller and its company seal; (f) all rights, claims, credits, causes of action or rights of set-off that Seller may have arising under this Agreement or as a result of the consummation of the transactions contemplated hereby; (g) any refunds of Taxes for any Pre-Closing Tax Period or for which Seller is liable pursuant to Section 6.12; (h) the Tax Returns and Tax records and reports of Seller other than those that are Purchased Assets; (i) all insurance policies of Seller, including claims thereunder and any claims or benefits in, to or under any express or implied warranties from suppliers of goods or services relating to Inventory sold by Seller prior to Closing; (j) all of Seller’s intercompany account balances with its Affiliates, including those related to the Products; (k) all assets, properties, and interests rights primarily used in or held for use in connection with the operation of Seller’s wound care and urology business; (l) the rights that accrue or will accrue to Seller under this Agreement and the other Transaction Documents; and (m) the other assets of Seller that are identified on Schedule 2.02(m).

  • Access; Utilities; Separate Tax Parcels Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.

  • 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.

  • Excluded Items The following items are excluded from this sale:

  • 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.”

  • Owned Property We do not cover property damage to property owned by any insured or any other resident of any insured's household. This includes expenses and costs incurred by any insured or others to repair, replace, restore or maintain such property to prevent injury to a person or damage to property of others, whether on or away from an insured location.

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