Fee Property. All those certain lot(s), piece(s) or parcel(s) of land located in Colbert, Limestone and Lauderdale Counties, Alabama more particularly described in Exhibit A, as the description of the same may be amended or supplemented from time to time, and all and singular the reversions and remainders in and to said land and the tenements, hereditaments, easements, rights-of-way or use, rights (including mineral and mining rights, and all water, oil and gas rights), privileges, royalties and appurtenances to said land, now or hereafter belonging or in anywise appertaining thereto, including any right, title, interest in, to or under any agreement or right granting, conveying or creating, for the benefit of said land, any easement, right or license in any way affecting other property and in, to or under any streets, ways, alleys, vaults, gores or strips of land adjoining said land or any parcel thereof, or in or to the air space over said land, all rights of ingress and egress by motor vehicles to parking facilities on or within said land, and all claims or demands of the Mortgagor either at law or in equity, in possession or expectancy of, in or to the same (all of the foregoing being hereinafter collectively called the "Fee Property").
Fee Property. Subject to the terms and conditions of this Agreement, Seller agrees to sell to Purchaser, and Purchaser agrees to purchase from Seller, the following property (collectively, the “Fee Property” and, together with the Building F Option, the “Property”):
(a) The Fee Land and the Fee Buildings and all other improvements and permanent fixtures located on the Fee Land (collectively, the “Fee Improvements”); together with all rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereon or in anyway appertaining to such real property; and all right, title, and interest of Seller in and to all strips and gores and any land lying in the bed of any street, road or alley, open or proposed, adjoining such real property;
(b) The “Fee Tangible Personal Property,” being all right, title and interest of Seller, if any, in and to all tangible personal property described in Schedule A; provided, however, Purchaser may propose additions to Schedule A during the Due Diligence Period and in the event the parties are unable to mutually agree on the tangible personal property to be included in Schedule A on or before the expiration of the Due Diligence Period, Purchaser may terminate this Agreement; and
(c) The “Fee Intangible Property,” being all right, title and interest of Seller, if any, in and to all intangible personal property described in Schedule B (subject to Seller’s reservation of a license to use such intangible personal property in connection with constructing future improvements on the Property or otherwise in connection with Seller’s occupancy of the Property); provided, however, Purchaser may propose additions to Schedule B during the Due Diligence Period and in the event the parties are unable to mutually agree on the intangible personal property to be included in Schedule B on or before the expiration of the Due Diligence Period, Purchaser may terminate this Agreement.
Fee Property. Eaton shall take, at its sole cost and expense, all actions required in order to confirm legal title to the Fee Properties in Axcelis effective on the Separation Date, including without limitation the payment of any realty transfer taxes applicable to the recording of any confirmatory deeds in the relevant local recording offices.
Fee Property. Section 2.4
Fee Property. With respect to the Fee Property:
(i) Seller is not a "foreign person" as that term is used in Internal Revenue Code Section 1445 ("IRC ss.1445"), and Seller agrees to furnish Buyer, at or prior to Closing, an Affidavit of Non-Foreign Status or any other documentation required under IRC ss.1445 to evidence that Seller is not a "foreign person";
(ii) Except as listed on SCHEDULE 4.2, there are no leases, rental agreements or other agreements relating to the Fee Property which are to remain in effect after Buyer takes title to the Fee Property; and
(iii) Seller has not received any written notice with respect to the Fee Property of any threatened rezoning, annexation, condemnation or modification proceeding which proceeding is still pending.
Fee Property. Section 13 of the Disclosure Letter contains a true and complete list of all Fee Property. Except as set forth on Section 13 of the Disclosure Letter and any Permitted Encumbrances, there are no leases, rental agreements or other occupancy agreements with respect to the Fee Property, and no other Person has the right to use or occupy the Fee Property. The interests of the Company and its Subsidiaries in and to the Fee Property are now and will be at the Effective Time, free and clear of all Encumbrances created by, through or under the Company or any of its Subsidiaries, except Permitted Encumbrances;
Fee Property. In addition to the Right-of-Way Interests specified in Section 6 (RIGHT-OF- WAY INTERESTS), Seller or its affiliate is the owner of real property underlying the Pipeline Interests, some of which is not included in this sale. All the Fee property to be included in the sale is described on Exhibit "C." Seller shall grant or cause to be granted to Buyer, its successors and assigns, at no additional cost to Buyer an Easement for that portion of the Pipeline Interests that traverses property owned by Seller or affiliates of Seller which is excluded from the sale. The Easement shall be in the form as shown on Exhibit "G" to this Agreement.
Fee Property. The assets and liabilities associated with the Fee Property shall be included in the calculation of the Closing Date Balance Sheet and Closing Date Net Worth, notwithstanding the fact that such assets and liabilities may not be owned by the Company but are owned by Cafig Inc., and that such assets and liabilities are being transferred pursuant to the Real Estate Purchase Agreement. The Closing Date Balance Sheet shall be accompanied by the report of AA thereon, which shall state that the Closing Date Balance Sheet presents fairly in all material respects the financial condition of the Company at the Closing Date in conformity with Modified GAAP as defined in this Section 1.4(a). The parties shall use their best efforts to cause the Closing of the transaction to be on a month end. The Buyer shall cause (i) the books and records of the Company to be made reasonably available during normal business hours to the Seller after the Closing, and (ii) the necessary personnel of the Company to cooperate and assist the Seller in its preparation of the Closing Date Balance Sheet, including granting access to the Seller and its representatives to the facilities and other assets of the Company as reasonably requested by Seller. All fees, costs and expenses incurred by the Seller relating to the preparation of the Closing Date Balance Sheet shall be borne by the Seller.
Fee Property. All real property rights and interests of any kind whatsoever owned by Seller (collectively, the “Fee Property”);
Fee Property. All Rights and interests identified under the heading "Fee Property" on the Schedule entitled "Real Estate and Leases" attached hereto, which consist of: (i) the land more particularly described under such heading, which descriptions are incorporated herein by reference, (ii) all buildings, structures, and leasehold improvements located thereon and all appurtenances relating thereto, and (iii) all fixtures, machinery, apparatus or equipment affixed to said premises, including, without limitation, all of the electrical, heating, plumbing, air conditioning, air compression and all other systems located on said premises, and all other structures, fences and improvements (collectively, the "Fee Property");
