EXCLUSION OF PROPERTY Sample Clauses

EXCLUSION OF PROPERTY. The Optionee shall have the right at any time and from time to time to elect to exclude from this Agreement any portion of the Property by not less than 60 days prior written notice to the Optionor of this election; provided that any portion of the Property so excluded shall be in good standing for a period of a minimum of one year and free and clear of all liens, charges and encumbrances, and provided further that the Optionee, if requested by the Optionor in writing, shall deliver to the Optionor recorded transfers of any mineral claims and other property interests which are included in the portion of the Property so excluded in favour of the Optionor.
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EXCLUSION OF PROPERTY. The Optionee shall have the right at any time and from time to time to elect to exclude from this Agreement any portion of the Property by not less than thirty (30) days prior written notice to the Optionors of this election; provided that any portion of the Property so excluded shall be in good standing, free and clear of all liens, charges and encumbrances, and provided further that the Optionee, if requested by the Optionors in writing, shall deliver to the Optionors recorded transfers of any mineral claims and other property interests which are included in the portion of the Property so excluded in favour of the Optionors. Upon termination of a portion of the Property, the terminated portion of the Property shall be subject to the provisions of the paragraph in this Agreement entitled "Termination Prior to Acquisition of Interest".
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EXCLUSION OF PROPERTY. Emgold shall have the right at any time and from time to time to exclude from this Agreement any one or more parts of the Property as may be permitted by regulation by written notice to the Optionors of its election so to do; PROVIDED THAT any part of the Property so excluded shall be in good standing for 12 months, free and clear of all liens and encumbrances, AND PROVIDED FURTHER that Emgold, if requested by the Optionors in writing, shall deliver to the Optionors recordable transfers of the part of the Property so excluded in favour of the Optionors.
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EXCLUSION OF PROPERTY. At the request of the authorized representa- tive of the Tennessee Valley Authority, the Secretary may exclude movable property from transfer based on a showing by the Tennessee Valley Authority that the property is vital to the mission of the Tennessee Valley Authority and cannot be replaced in a cost-effective manner, if the Secretary determines that the property is not needed for management of the Recreation Area.
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EXCLUSION OF PROPERTY. (a) Purchaser shall have the right, in its sole discretion, to exclude any Property from this transaction at any time after March 14, 2002 (including the right to exclude a Property previously designated by Purchaser to be assigned or sold, as the case may be, to a designee in the event a Property Closing Condition does not occur), provided that none of the Leases previously assumed by Seller during the Bankruptcy Case shall be excluded by Purchaser unless the landlord of such Lease waives in writing all administrative claims relating to such Lease against the Seller's estate. The Purchase Price shall not be reduced by such exclusion of any of the Properties unless such exclusion was solely a result of Seller's inability to convey legal title to a Property, in which case the Purchase Price shall be reduced by the Purchase Price Reduction. Purchaser's Carrying Cost obligations relating to an excluded Property shall cease at the end of the Carrying Costs Period for such Property. (b) After a Property has been excluded as provided herein, all rights to market, sell, abandon in accordance with Section 554 of the Bankruptcy Code, assume, assign or reject such Property (and all obligations relating thereto) shall revert to and vest in Seller. After a Property has been excluded, Seller shall be entitled to retain all proceeds received from the disposition of such Properties. (c) Purchaser agrees that if it elects to exclude any Property, Purchaser shall do so by giving written notice of such exclusion to Seller on or prior to the 14th day of each calendar month. (d) Purchaser agrees that the LTCB Properties and two "pools" of SPE Properties cannot be assumed, rejected, sold or excluded on an individual basis (but rather only as three separate packages) except as may be permitted in the applicable underlying loan and mortgage documents and/or any adequate protection stipulation or order governing the LTCB Properties and SPE Properties or if the mortgagee so consents, and provided that the applicable mortgagee acknowledges that no action can be taken relating to the LTCB Properties and SPE Properties which will create additional claims against the Seller's estate.
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EXCLUSION OF PROPERTY. If NNP wants to exclude any portion of the Project from being allocated any of the EDUs that become available under this Agreement, then NNP and the owner of the property to be excluded (if different than NNP) shall inform the City in writing of such and thereafter, as a condition of being excluded, the owner of the property to be excluded will be required to enter into separate development agreements and appropriate zoning/platting modifications and stipulations, acceptable to the City in its sole discretion, that address the property owner‟s responsibility for: (i) developing a water source to serve the property being excluded; (ii) designing and constructing all infrastructure needed to provide water service to the property being excluded; and (iii) for providing all rights-of-way and property needed for such infrastructure; and (iii) to the extent reimbursements are required, for providing a source for reimbursement of the costs incurred in the development of the water source and infrastructure for the property being excluded (which may include NNP‟s assignment to such property owner of NNP‟s right to payment of water related development impact fees payable in connection with development of the excluded property). After such conditions are satisfied, this Agreement will be deemed amended to exclude the designated property and the City shall record a notice of amendment identifying the designated property and giving notice of the exclusion of the designated property from this Agreement.
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EXCLUSION OF PROPERTY. The Xxxxxxee shall have the right at any time and from time to time to elect to exclude from this Agreement any portion of the Properties by written notice to the Optionor of this election; provided that any portion of the Properties so excluded shall be in good standing, free and clear of all liens and encumbrances with a minimum of two years assessment applied. The Optionee may also terminate either the Keith Property Option or the Sewell Property Option to the exclusixx xx the other before meetinx xxx respective property provisions in paragraph 3 and still retain the other property.
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Related to EXCLUSION OF PROPERTY

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Disposition of Property Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except: (a) the Disposition of (i) obsolete or worn out property or (ii) any property that is no longer used or useful in the conduct of the business of the Borrower or its Subsidiaries, in each case in the ordinary course of business; (b) the Disposition of inventory in the ordinary course of business; (c) Dispositions permitted by clause (i) of Section 7.4(b), Investments permitted under Section 7.7 (other than Section 7.7 (m)) and Restricted Payments permitted under Section 7.6; (d) the sale or issuance of any Subsidiary’s Capital Stock to the Borrower or any Wholly Owned Subsidiary; provided that any sale or issuance of any Subsidiary Guarantor’s Capital Stock shall only be to the Borrower or another Subsidiary Guarantor; (e) Dispositions of any Related Eligible Assets (i) in connection with the AESOP Financing Program or the Centre Point Financing Program, (ii) to any Securitization Entity or (iii) in connection with the incurrence of any Securitization Indebtedness; (f) the sale of the Budget Truck Division for fair market value as determined by the board of directors of the Borrower; (g) the Disposition of other property having a fair market value not to exceed $1,000,000,000 in the aggregate for any fiscal year of the Borrower; (h) the Dispositions listed on Schedule 7.5(h); (i) Dispositions of properties subject to condemnation, eminent domain or taking; (j) leases, subleases, licenses and sublicenses of real or personal property, and Intellectual Property in the ordinary course of business, and any intercompany licenses and sublicenses of Intellectual Property; (k) dispositions or use of cash and Cash Equivalents in the ordinary course of business; (l) the abandonment, termination or other disposition of Intellectual Property or leasehold properties in the ordinary course of business; and (m) dispositions, discounts or forgiveness of accounts receivable in connection with the collection or compromise thereof; (n) Dispositions of non-core assets acquired in connection with an Investment permitted under Section 7.7, including a Specified Transaction; (o) Dispositions by the Borrower or any of its Subsidiaries of any Foreign Subsidiary to any other Foreign Subsidiary so long as at least 65% of the Capital Stock of such other Foreign Subsidiary (or any parent company of such other Foreign Subsidiary) is pledged to the Administrative Agent pursuant to Section 6.9; (p) Dispositions of minority interests in joint ventures; and (q) any Disposition of any Foreign Subsidiary and any holding company formed in connection with the Avis Europe Acquisition to the Borrower or any of its Subsidiaries. provided that all Dispositions permitted under paragraphs (f) and (g)(i) and (g)(ii) of this Section 7.5 shall be made for fair value and in the case of any such Disposition (or series of related Dispositions) that yields gross proceeds to any Loan Party in excess of $25,000,000, for at least 75% cash consideration (excluding, in the case of an Asset Sale (or series of related Asset Sales), any consideration by way of relief from, or by any other Person assuming responsibility for, any liabilities, contingent or otherwise, that are not Indebtedness) (it being understood that for the purposes of the foregoing proviso, the following shall be deemed to be cash consideration: (1) Cash Equivalents, (2) the assumption of Indebtedness of the Borrower (other than Disqualified Stock of the Borrower) or any Subsidiary and the release of the Borrower and its Subsidiaries from all liability with respect to payment of such Indebtedness, (3) Indebtedness of any Subsidiary that is no longer a Subsidiary as a result of such Disposition, to the extent that the Borrower and each other Subsidiary are released from any Guarantee Obligations or any other obligations to provide credit support in respect of such Indebtedness and (4) securities received by the Borrower or any Subsidiary from the transferee that are converted by the Borrower or such Subsidiary into cash within 180 days); provided, further, that if the Group Member’s action or event meets the criteria of more than one of the types of Dispositions described in the clauses above, the Borrower in its sole discretion may classify (and reclassify) such action or event in one or more clauses (including in part under one such clause and in part under another such clause).

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