Excluded Real Estate Sample Clauses

Excluded Real Estate. The real property set forth on Schedule 1(b)(viii), together with all buildings, structures, facilities, fixtures and the improvements thereto;
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Excluded Real Estate. All real property (including any improvements located thereon) located at the Livorno, Italy and Suzhou, China manufacturing facilities.
Sample 1
Excluded Real Estate. Seller may request, after Closing and at Seller’s option, for the Buyer to cause the Company to transfer for no consideration that certain real estate identified on Section 5.16 of the Disclosure Letter (the “Excluded Real Estate”) to Seller or Seller’s Affiliate prior to the Closing Date. In that event, Company shall file and prosecute any necessary application or petition with the STB as may be necessary to abandon railroad service on the railroad right of way located on the Excluded Real Estate in accordance with the procedures set forth at 49 C.F.R. Part 1152. Following obtaining regulatory approval (if required), Buyer will cause the Company, at Seller’s expense, and with no liability risk to Company, to take such additional actions as may be required to transfer the Excluded Real Estate to Seller or Seller’s designated Affiliate as contemplated hereby after the Closing. Seller agrees to provide all surveys and other information needed to obtain regulatory authority and to complete the conveyance. The Parties agree that, notwithstanding any other provision hereof, Seller shall have responsibility for engaging STB counsel to prepare all materials necessary for the filing and/or transmission by the Company of any notice, report or filing as may be required to obtain regulatory approval by the STB of the abandonment referred to in this Section or, in the alternative, for Seller’s STB counsel to provide an opinion that approval by the STB of the abandonment is not required in view of 49 USC 10906. For these purposes, the Company’s obligation is limited to cooperating with Seller’s STB counsel in providing information within its control as may be necessary to provide such opinion or, if STB approval is required, for Seller’s STB counsel to prepare the necessary materials for the Company to file and prosecute the abandonment filing for the rail track on the Excluded Real Estate.
Sample 1
Excluded Real Estate. (a) the Colorado Property, (b) any Real Estate acquired by an Obligor after the Closing Date with an individual value less than $1,000,000 or (c) any Real Estate acquired by an Obligor after the Closing Date with an individual value equal to or greater than $1,000,000 with respect to which Agent elects in writing in its sole discretion not to require a Mortgage.
Sample 1
Excluded Real Estate. Real property no longer active or employed in Marathon’s Business, including retail sites undergoing remediation which are not intended for future use and are identified on Schedule 2.2(a) to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter, bulk plants, surplus properties, closed facilities, Marathon’s idled Pecos carbon dioxide pipeline and shut down refineries operating as a terminal to the extent not included in Marathon Shut-Down Refinery Assets and identified on Schedule 2.2(a) to the Marathon Asset Transfer and Contribution Agreement Disclosure Letter, but excluding (i) real estate upon which Marathon plans to build a retail site and (ii) inactive pipelines and inactive pipeline rights of way.
Sample 1
Excluded Real Estate. Real property no longer active or employed in Ashland’s Business, including retail sites undergoing remediation which are not intended for future use and are identified on Schedule 3.2(a) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter, bulk plants, surplus properties, closed facilities and shut down refineries operating as a terminal to the extent not included in Ashland Shut-Down Refinery Assets and identified on Schedule 3.2(a) to the Ashland Asset Transfer and Contribution Agreement Disclosure Letter, but excluding (i) real estate upon which Ashland plans to build a retail site and (ii) inactive pipelines and inactive pipeline rights of way.
Sample 1

Related to Excluded Real Estate

  • Owned Real Estate Neither the Company nor any of its Subsidiaries owns any real property.

  • Leased Real Estate The Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 4.20(b) of the Disclosure Schedule contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments thereto. All Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

  • After Acquired Real Property Upon the acquisition by it or any of its Domestic Subsidiaries that is a Loan Party after the date hereof of any Material Real Estate Asset (each such interest being an “After Acquired Property”), as soon as reasonably practicable so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property after taking into account any liabilities with respect thereto that impact such fair market value. The Collateral Agent shall notify such Loan Party within ten (10) Business Days of receipt of notice from the Administrative Borrower whether it intends to require any of the Real Property Deliverables referred to below. Upon receipt of such notice, the Loan Party that has acquired such After Acquired Property shall furnish to the Collateral Agent as promptly as reasonably practicable the following, each in form and substance reasonably satisfactory to the Collateral Agent: (i) a Mortgage with respect to such real property and related assets located at the After Acquired Property, duly executed by such Loan Party and in recordable form; (ii) evidence of the recording of the Mortgage referred to in clause (i) above in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to create and perfect a valid and enforceable first priority lien on the After Acquired Property purported to be covered thereby (subject to Permitted Liens) or to otherwise protect the rights of the Agents and the Lenders thereunder, (iii) a Title Insurance Policy, (iv) a survey of such real property, certified to the Collateral Agent and to the issuer of the Title Insurance Policy by a licensed professional surveyor reasonably satisfactory to the Collateral Agent, provided that an existing survey shall be acceptable if sufficient for the applicable title insurance company to remove the standard survey exception and issue survey-related endorsements, (v) if requested, Phase I Environmental Site Assessments with respect to such real property, certified to the Collateral Agent by a company reasonably satisfactory to the Collateral Agent, and (vi) such other documents reasonable and customary or instruments (including guarantees and enforceability opinions of counsel) as the Collateral Agent may reasonably require (clauses (i)-(vi), collectively, the “Real Property Deliverables”). The Borrowers shall pay all reasonable and documented out-of-pocket fees and expenses, including reasonable and documented out-of-pocket fees and expenses of one outside counsel and one local counsel in each relevant jurisdiction, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(o).

  • Included Assets The Assets referred to in Section 1.1(a)(ii) shall include, without limitation, the following assets, properties and rights of Seller used directly or indirectly in the conduct of, or generated by or constituting, the Business, except as otherwise expressly set forth in this Agreement:

  • Excluded Assets Notwithstanding the foregoing, the Purchased Assets shall not include the following assets (collectively, the “Excluded Assets”):

  • 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.

  • Real Estate All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

  • 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:

  • Owned Real Property The Company does not own any real property.

  • Investments in Real Estate Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

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