FUNDAMENTAL SALE PROVISIONS Sample Clauses

FUNDAMENTAL SALE PROVISIONS. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions.
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FUNDAMENTAL SALE PROVISIONS. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions. Land: That certain real property commonly known as 6000 Xxxxxxxx Xxxxxx, located in the City of Cincinnati, State of Ohio and more particularly described in the attached Exhibit “A”.
Sample 1
FUNDAMENTAL SALE PROVISIONS. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions. LAND: Collectively, those ten (10) parcels of real property commonly known under the addresses set forth in attached and incorporated Exhibit "A" and legally described in attached and incorporated Exhibits "B-1 through B-10". LEASE: Collectively, those ten (10) Leases described in attached and incorporated Exhibit "C" (collectively, the "LEASES" and individually, a "LEASE"), between Seller, as landlord, and each "Tenant" (as defined in Exhibit "C"), as guaranteed by a guarantor pursuant to a "Guaranty" (as defined in Exhibit "C"). RENT ROLL: The rent roll set forth on attached and incorporated Exhibit "C-1" setting forth the salient terms of the Leases. DEPOSIT: An aggregate of $200,000.00, payable as set forth in Section 3 below. SUBJECT STATE: The state in which each "Property" (defined below) is located, as the context may provide. PURCHASE PRICE: $17,125,000.00, payable as set forth in Section 3 below. The allocation of the Purchase Price among the "Properties" (defined below) is set forth in Exhibit "A". TITLE COMPANY: LandAmerica Commercial Services - New York City Office 000 Xxxxx Xxxxxx Xxx Xxxx, Xxx Xxxx 00000 Attention: Xxxxx X.Xxxxx, Vice President Phone: (000) 000-0000 Fax:(000) 000-0000 Email: xxxxxx@xxxxxx.xxx <PAGE> Xxxxx Xxxxxxxxx, CS Title Officer Phone: (000) 000-0000 Fax: (000) 000-0000 Email: xxxxxxxxxxxxxx@xxxxxx.xxx INSPECTION Sixty (60) days after the Effective Date. PERIOD: CLOSING: The sixtieth (60th) day (if not a business day, then the immediately succeeding business day) following the expiration or Purchaser's earlier waiver of the Inspection Period. BROKER: CB Xxxxxxx Xxxxx EXPIRATION DATE OF THE OFFER: If Seller fails to return a fully executed and dated original of this Agreement to Purchaser by February 17, 2005, then Purchaser's offer under this Agreement will be deemed void and of no further force and effect. EFFECTIVE DATE: The date that the last of the parties signing this Agreement executes the same and delivers its executed counterpart to the other party. 2.
Sample 1
FUNDAMENTAL SALE PROVISIONS. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions. Land: That certain real property commonly known as an Arby’s located at 10000 Xxxxxxxxx, Xxxxxxxxx, XX and more particularly described in the attached Exhibit “A”(“Land").
Sample 1
FUNDAMENTAL SALE PROVISIONS. Unless otherwise defined herein, capitalized terms used in this Agreement shall have the meanings listed in the following Fundamental Sale Provisions Land: That certain real property commonly known as 0000-0000 X. Xxxxxxxx Street, located in the City of Plainview, State of Texas and more particularly described in Exhibit "A" attached hereto.
Sample 1

Related to FUNDAMENTAL SALE PROVISIONS

  • Fundamental Lease Provisions Certain fundamental Lease provisions are presented in this Section in summary form solely to facilitate convenient reference by the parties hereto:

  • Fundamental Changes Merge, dissolve, liquidate, consolidate with or into another Person, or Dispose of (whether in one transaction or in a series of transactions) all or substantially all of its assets (whether now owned or hereafter acquired) to or in favor of any Person, except that, so long as no Default exists or would result therefrom:

  • Contents of Fundamental Change Repurchase Notices Each Fundamental Change Repurchase Notice with respect to a Note must state:

  • Prohibition of Fundamental Changes Seller shall not enter into any transaction of merger or consolidation or amalgamation, or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets; provided, that Seller may merge or consolidate with (a) any wholly owned subsidiary of Seller, or (b) any other Person if Seller is the surviving corporation; and provided further, that if after giving effect thereto, no Default would exist hereunder.

  • Fundamental Change Repurchase Date The Fundamental Change Repurchase Date for any Fundamental Change will be a Business Day of the Company’s choosing that is no more than thirty five (35), nor less than twenty (20), Business Days after the date the Company sends the related Fundamental Change Notice pursuant to Section 4.02(E).

  • Fundamental Change At least 30 days prior to a Fundamental Change, the Committee may, but shall not be obligated to declare, and provide written notice to the Optionee of the declaration, that this Option shall be canceled at the time of, or immediately prior to the occurrence of, the Fundamental Change (unless it is exercised prior to the Fundamental Change) in exchange for payment to the Optionee, within ten days after the Fundamental Change, of cash equal to the amount, for each Share covered by the canceled Option, by which the event proceeds per share (as defined below) exceeds the exercise price per Share covered by this Option. This Option may be exercised in full (notwithstanding the Exercise Schedule) at any time at the discretion of the Optionee following such declaration by the Committee or, if no such declaration is made by the Committee, at any time after formal notification of the proposed Fundamental Change has been given to the Company's shareholders, and prior to the time of cancellation of this Option. This Option, to the extent it has not been exercised prior to the Fundamental Change, shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the declaration, and this Agreement shall terminate at the time of such cancellation, subject to the payment obligations of the Company provided in this paragraph. In the case of a Fundamental Change that consists of the merger or consolidation of the Company with or into any other corporation or statutory share exchange, the Committee, in lieu of the declaration above, may make appropriate provision for the protection of this Option by the substitution, in lieu of this Option, of an option to purchase appropriate voting common stock or appropriate voting common stock of the corporation surviving any such merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation. For purposes of the preceding paragraphs, the "event proceeds per share" is the cash plus the value (as determined by the Committee) of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the Fundamental Change.

  • Fundamental Change Notice On or before the twentieth (20th) calendar day after the effective date of a Fundamental Change, the Company will send to each Holder, the Trustee and the Paying Agent a notice of such Fundamental Change (a “Fundamental Change Notice”). Such Fundamental Change Notice must state:

  • Restriction on Fundamental Changes The Loan Parties will not, and will not permit their respective Subsidiaries to, directly or indirectly: (A) unless and only to the extent required by law or as would not be reasonably expected to be adverse to the interests of Lenders, amend, modify or waive any term or provision of their respective articles of organization, operating agreements, management agreements, articles of incorporation, certificates of designations pertaining to preferred stock, by-laws, articles of formation or partnership agreement (provided that 10 days prior written notice will be delivered to Administrative Agent of any modification that results in a Loan Party, any Subsidiary of a Loan Party or any entity whose equity interest is pledged by a Loan Party pursuant to the Pledge and Security Agreement opting into Article 8 of the UCC); (B) enter into any transaction of merger or consolidation, except that (i) any Subsidiary of Borrower may be merged with or into Borrower (provided that Borrower is the surviving entity), (ii) any Loan Party other than Borrower may merge or consolidate with any other Loan Party other than Borrower, (iii) any Subsidiary that is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any Loan Party, provided that such Loan Party shall be the continuing or surviving corporation, (iv) any Subsidiary which is not a Loan Party may merge, dissolve, liquidate, consolidate with or into any other Subsidiary which is not a Loan Party, (v) any Permitted Acquisition and Investment or any other permitted Investment or any permitted asset disposition may be structured as merger, consolidation or amalgamation; (C) liquidate, wind-up or dissolve itself (or suffer any liquidation or dissolution), except in connection with another transaction permitted under clause (B) above or any Asset Disposition permitted under Subsection 3.7; or (D) acquire by purchase or otherwise all or any substantial part of the business, assets or equity interests of or in any Person (whether by stock purchase or otherwise) other than pursuant to a Permitted Acquisition and Investment, the Verizon Acquisition or any other Investment permitted hereunder; provided that 10 days prior to the effective date of such merger, consolidation, dissolution, liquidation, or amalgamation in the case of clause (B) or clause (C), or such acquisition in the case of clause (D), and promptly following such amendment, modification or waiver in the case of clause (A), Borrower shall provide written notice and a copy thereof or the documentation relating thereto to Administrative Agent.

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