Identification of Replacement Property Sample Clauses

Identification of Replacement Property. To meet the identification requirement described in Section 1031(a)(3)(A) of the Code and Section 1.1031(k)-1(b)(i) of the Treasury Regulations, the Exchangor intends, with respect to each Exchange, to utilize the Deemed Identification Procedures pursuant to which Replacement Property acquired within the Identification Period for an Exchange is deemed to have been identified for such Exchange; provided however that, (a) HVF shall not so identify and designate Replacement Property (i) for so long as any Series of Notes is Outstanding with respect to HVF Vehicles, after 11:59 p.m. on the seventh calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time, unless such QI Parent Downgrade Event has been remedied, (ii) with respect to HVF Segregated Vehicles (other than any HVF Segregated Vehicles constituting Series-Specific Collateral for any Segregated Series that does not have one or more Rating Agencies rating the related Segregated Notes at the request of the Issuer), after 11:59 p.m. on the seventh calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time and at such time an LKE 3.01 Trigger Event is continuing with respect to the Segregated Series for which such HVF Segregated Vehicles constitute Series-Specific Collateral, unless such QI Parent Downgrade Event has been remedied, (iii) so long as any Series of Notes is Outstanding with respect to HVF Vehicles, for so long as an Amortization Event is continuing with respect to any Series of Notes and (iv) with respect to HVF Segregated Vehicles constituting Series-Specific Collateral of any Segregated Series, for so long as an LKE 3.01 Trigger Event is continuing with respect to such Segregated Series; (b) Hertz shall not so identify and designate Replacement Property with respect to Sidecar Financed Vehicles (i) after 11:59 p.m. on the seventh calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time, unless such QI Parent Downgrade Event has been remedied, (ii) after the occurrence of an Event of Default that continues unremedied at such time or (iii) after the occurrence of a mandatory repayment event set forth in Section 4.4(b)(iv) of the Sidecar Credit Agreement that continues unremedied at such time; and (c) no Legal Entity shall so identify and designate Replacement Property with respect to any Vehicles after the Special Termination Date.
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Identification of Replacement Property. (a) Each Exchanger may identify and request that Qualified Intermediary acquire each Replacement Property by delivering to Qualified Intermediary a written identification notice describing potential Replacement Property to be acquired prior to the end of the Exchange Period using funds from the Exchange Account. Each Exchanger shall only designate Replacement Property that is like-kind to such Relinquished Property, as defined in Sections 1.1031(a)-1(b) and 1.1031(a)-2 of the Treasury Regulations. Exchanger’s identification notice must: (i) Be signed by the applicable Exchanger; (ii) Be hand-delivered, mailed by United States mail, telecopied or otherwise sent to Qualified Intermediary on or before the end of the Identification Period; (iii) Describe the potential Replacement Property with sufficient specificity so as to comply with Treasury Regulation Section 1.1031(k)-1(c) or Treasury Regulation Section 1.1031(k)-1(e); and (iv) The potential Replacement Property identified must consist of either: (a) no more than three properties in the aggregate, or (b) any number of properties whose aggregate fair market value does not exceed 200% of the aggregate fair market value of the Relinquished Properties involved in such Exchange. Alternatively, each Exchanger will treat one or more Replacement Properties received within the Identification Period for the relevant Relinquished Property(ies) and matched by the applicable Exchanger with one or more Relinquished Property(ies), as constituting an Exchange and as being identified pursuant to Treasury Regulation Section 1.1031(k)-1(c)(1). Each such Exchange is hereby deemed to be a separate Exchange for purposes of Section 1031. Each Exchanger shall match such Replacement Property(ies) with Relinquished Property(ies) for such Exchange on its internal books and records in accordance with Section 1.1031(a)-2 of the Treasury Regulations and with the safe harbors set forth in Sections 4.01 and 4.02 of Rev. Proc. 2003-39. URNA shall match Replacement Property to be used in URNA’s trade or business with Relinquished Property used in URNA’s trade or business. URNW shall match Replacement Property to be used in URNW’s trade or business with Relinquished Property used in URNW’s trade or business. (b) Any identification by an Exchanger pursuant to Section 4.1(a) hereof may be revoked by written notice from such Exchanger delivered to QI prior to the end of the Identification Period.
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Identification of Replacement Property. The Exchangor may, at any time during the Identification Period, with respect to a Master Exchange, by written notice to the QI, signed by the Exchangor and sent to the QI in any manner prescribed by Section 1.1031(k)-1(c)(2) of the Treasury Regulations, identify and designate the Replacement Property with respect to the Relinquished Property transferred in such Master Exchange. The Exchangor shall only designate Replacement Property that is like-kind to such Relinquished Property, as defined in Sections 1.1031(a)-(b) and 1.1031(a)-2 of the Treasury Regulations. The Exchangor shall identify as Replacement Property either (a) no more than three vehicles in the aggregate or (b) any number of vehicles whose aggregate fair market value does not exceed 200% of the aggregate fair market value of the related Relinquished Property involved in such Master Exchange.
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Identification of Replacement Property. On or before the date which is forty-five calendar days following the transfer of the Relinquished Property, Exchanger shall, in accordance with the requirements set forth in I.R.
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Identification of Replacement Property. (a) On or before midnight of the date that is forty-five (45) days after the date of the transfer of the Relinquished Property (in the event there is more than one Relinquished Property, forty-five (45) days after the transfer of the first Relinquished Property) to or on behalf of BLE, llc (the “Identification Period”), Taxpayer shall identify the Replacement Property to be received by Taxpayer in exchange for the Relinquished Property. Such identification shall be effectuated by one or more Notices of Identification signed by Taxpayer. Notices of Identification shall be in writing and shall be hand delivered, mailed (certified, return receipt requested), or sent by facsimile to BLE, llc or to any other party involved in the exchange other than Taxpayer or a disqualified person before the end of the Identification Period. Taxpayer shall give BLE, llc prompt written notice of any changes, deletions, or additions and may revoke a Notice of Identification only by a written notice (a “Notice of Revocation”) signed by the Taxpayer and hand delivered, mailed (certified, return receipt requested), or sent by facsimile to BLE, llc before the end of the Identification Period. To be effective, a Notice of Identification sent to BLE, llc by facsimile must be sent to the facsimile number shown in Paragraph 9. Any property for which the appropriate assignment of rights is received by QI and written notice to all parties given by Exchangor and which is acquired within the identification period shall be deemed identified without more. (b) When BLE, llc receives the Notice of Identification, it will sign such Notice of Identification, indicating its proper receipt within the Identification Period. Taxpayer agrees that the Replacement Property shall be identified on the Notice of Identification in accordance with the following principles: (i) Taxpayer shall unambiguously describe the Replacement Property using either its complete legal description, complete street address, Assessor’s Parcel Number, or distinguishable name. (ii) Taxpayer shall identify only that number of Replacement Properties which meets one of the following “rules”: (x) three (3) properties without regard to the fair market value of the properties; (y) any number of properties so long as their aggregate fair market value as of the end of the Identification Period does not exceed two hundred percent (200%) of the aggregate fair market value of the Relinquished Property as of the date such Relinquished Pro...
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Identification of Replacement Property. Any Legal Entity may, at any time during the Identification Period, with respect to an Exchange, by written notice to the QI, signed by such Legal Entity and sent to the QI in any manner prescribed by Section 1.1031(k)-1(c)(2) of the Treasury Regulations, identify and designate the Replacement Property with respect to the Relinquished Property transferred in such Exchange; provided, however, that (a) HVF shall not so identify and designate Replacement Property (i) after 11:59 p.m. on the seventh calendar day after the occurrence of a QI Parent Downgrade Event that continues unremedied at such time, unless such QI Parent Downgrade Event has been remedied or (ii) after the occurrence of an Amortization Event with respect to any Series of Notes or an Event of Termination pursuant to the Purchase Agreement; and (b) no Legal Entity shall so identify and designate Replacement Property after the Special Termination Date. The Legal Entities shall only designate Replacement Property that is like-kind to such Relinquished Property, as defined in Sections 1.1031(a)-(b) and 1.1031(a)-2 of the Treasury Regulations. The Legal Entities shall identify as Replacement Property either (a) no more than three vehicles in the aggregate or (b) any number of vehicles whose aggregate fair market value does not exceed 200% of the aggregate fair market value of the related Relinquished Property involved in such Exchange.
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Identification of Replacement Property. At any time prior to the expiration of the period beginning on the Relinquished Property Closing Date and ending on midnight on the 45th day after the Relinquished Property Closing Date (“Identification Period”), Taxpayer may identify Replacement Property by written notice signed by Taxpayer and sent to Qualified Intermediary in any manner described by Regulations Section 1.1031(k)-1I(2). Said notice shall contain a detailed description of the Replacement Property and shall be sent to Qualified Intermediary at the address provided in Section 7.1 prior to the expiration of the Identification Period. Taxpayer may, at any time prior to the expiration of the Identification Period, revoke an identification and identify substitute Replacement Property in substitution of any Replacement Property previously identified.
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Identification of Replacement Property. If Replacement Property has not been identified by Owner on or before the relinquished Property Closing Date, Owner may, at any time prior to expiration of the period ending on midnight the 45th day after the Relinquished Property Closing Date, (referred to herein as the AIdentification Period@), identify Replacement Property by written notice signed by Owner and sent to Exchangor in any manner described by Treasury Regulation Section 1.1031(k)-1(c)(2). Said notice shall contain a good and detailed description of the Replacement Property and such notice shall be hand delivered, sent by certified mail or telecopied to Exchangor prior to the expiration of the Identification Period, revoke an identification and identify substitute Replacement Property in substitution of any Replacement Property previously identified.
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Identification of Replacement Property. Exchanger acknowledges that Replacement Property is identified only if it is designated as Replacement Property in a written document signed by Exchanger and delivered electronically, mailed, telecopied, or otherwise sent to Intermediary (or any other person allowed pursuant to the regulations under Section 1031 of the Code) before the end of the Identification Period pursuant to 1.1031(k)-1(c) of the applicable Treasury Regulations, provided that such Replacement Property is matched with Relinquished Property no later than the due date (determined without regard to extensions) of Exchanger’s federal tax return. However, any Replacement Property that is received by Exchanger before the end of the Identification Period is treated as identified before the end of the Identification Period. Exchanger is solely responsible for making a proper identification of Replacement Property within the Identification Period. Intermediary and Accruit are not responsible in any way for Exchanger’s identification of Replacement Property.
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Related to Identification of Replacement Property

  • Location of Real Property The Perfection Certificate lists correctly, in all material respects, as of the Closing Date all Material Real Property owned by the Borrower and the Subsidiary Loan Parties and the addresses thereof. As of the Closing Date, the Borrower and the Subsidiary Loan Parties own in fee all the Real Property set forth as being owned by them in the Perfection Certificate except to the extent set forth therein.

  • Effect of Replacement In the event of the substitution of an Airframe or of a Replacement Engine pursuant to Section 10 of the Lease, all provisions of this Trust Indenture relating to the Airframe or Engine or Engines being replaced shall be applicable to such Replacement Airframe or Replacement Engine or Engines with the same force and effect as if such Replacement Airframe or Replacement Engine or Engines were the same airframe or engine or engines, as the case may be, as the Airframe or Engine or Engines being replaced but for the Event of Loss with respect to the Airframe or Engine or Engines being replaced.

  • Replacement of Personal Property No personal property included as part of the Property shall be removed from the Property unless the same is replaced with similar items of at least equal quality prior to the Closing Date.

  • REMOVAL OF RECORDS FROM PREMISES Where performance of the Contract involves use by the Contractor (or the Contractor’s subsidiaries, affiliates, partners, agents or subcontractors) of Authorized User owned or licensed papers, files, computer disks or other electronic storage devices, data or records at Authorized User facilities or offices, or via remote access, the Contractor (or the Contractor’s subsidiaries, affiliates, partners, agents or subcontractors) shall not remotely access, modify, delete, copy or remove such Records without the prior written approval of the Authorized User. In no case, with or without the written approval of the Authorized User, can the Authorized User data be accessed, moved or sent outside the continental United States.

  • Location and Type of Mortgaged Property The Mortgaged Property is a fee simple property located in the state identified in the related Mortgage Loan Schedule, except that with respect to real property located in jurisdictions in which the use of leasehold estates for residential properties is a widely-accepted practice, the Mortgaged Property may be a leasehold estate, and consists of a single parcel of real property with a detached single family residence erected thereon, or a two- to four-family dwelling, or an individual residential condominium unit in a condominium project, or an individual unit in a planned unit development and that no residence or dwelling is a mobile home; provided, however, that any condominium unit or planned unit development shall not fall within any of the "Ineligible Projects" of part XII, Section 102 of the Fannie Mae Selling Guide and shall conform with the Underwriting Guidelxxxx. In the case of any Mortgaged Properties that are manufactured homes (a "Manufactured Home Mortgage Loans"), (i) such Manufactured Home Mortgage Loan conforms with the applicable Fannie Mae or Freddie Mac requirements regarding mortgage loans related xx xxnxxxcturxx xxxxlings, (ii) the related manufactured dwelling is permanently affixed to the land, (iii) the related manufactured dwelling and the related land are subject to a Mortgage properly filed in the appropriate public recording office and naming Seller as mortgagee, (iv) the applicable laws of the jurisdiction in which the related Mortgaged Property is located will deem the manufactured dwelling located on such Mortgaged Property to be a part of the real property on which such dwelling is located, and (v) such Manufactured Home Mortgage Loan is (x) a qualified mortgage under Section 860G(a)(3) of the Internal Revenue Code of 1986, as amended, and (y) secured by manufactured housing treated as a single family residence under Section 25(e)(10) of the Code. As of the date of origination, no portion of the Mortgaged Property was used for commercial purposes, and since the date of origination, no portion of the Mortgaged Property has been used for commercial purposes; provided, that Mortgaged Properties which contain a home office shall not be considered as being used for commercial purposes as long as the Mortgaged Property has not been altered for commercial purposes and is not storing any chemicals or raw materials other than those commonly used for homeowner repair, maintenance and/or household purposes;

  • Performance of Replacements (a) Borrower shall make Replacements when required in order to keep the Property in condition and repair consistent with other first class, full service retail properties in the same market segment in the metropolitan area in which the Property is located, and to keep the Property or any portion thereof from deteriorating. Borrower shall complete all Replacements in a good and workmanlike manner as soon as practicable following the commencement of making each such Replacement. (b) Lender reserves the right, at its option, to approve all contracts or work orders with materialmen, mechanics, suppliers, subcontractors, contractors or other parties providing labor or materials under contracts for an amount in excess of $100,000 in connection with the Replacements performed by Borrower. Upon Lender's request, Borrower shall assign any contract or subcontract to Lender. (c) In the event Lender determines in its reasonable discretion that any Replacement is not being performed in a workmanlike or timely manner or that any Replacement has not been completed in a workmanlike or timely manner, and such failure continues to exist for more than thirty (30) days after notice from Lender to Borrower, Lender shall have the option to withhold disbursement for such unsatisfactory Replacement and to proceed under existing contracts or to contract with third parties to complete such Replacement and to apply the Replacement Reserve Fund toward the labor and materials necessary to complete such Replacement, without providing any prior notice to Borrower and to exercise any and all other remedies available to Lender upon an Event of Default hereunder. (d) In order to facilitate Lender's completion or making of the Replacements pursuant to Section 7.3.3(e) above, Borrower grants Lender the right to enter onto the Property and perform any and all work and labor necessary to complete or make the Replacements and/or employ watchmen to protect the Property from damage, subject to the rights of Tenants. All sums so expended by Lender, to the extent not from the Replacement Reserve Fund, shall be deemed to have been advanced under the Loan to Borrower and secured by the Mortgage. For this purpose Borrower constitutes and appoints Lender its true and lawful attorney-in-fact with full power of substitution to complete or undertake the Replacements in the name of Borrower. Such power of attorney shall be deemed to be a power coupled with an interest and cannot be revoked but shall only be effective following an Event of Default. Borrower empowers said attorney-in-fact as follows: (i) to use any funds in the Replacement Reserve Account for the purpose of making or completing the Replacements; (ii) to make such additions, changes and corrections to the Replacements as shall be necessary or desirable to complete the Replacements; (iii) to employ such contractors, subcontractors, agents, architects and inspectors as shall be required for such purposes; (iv) to pay, settle or compromise all existing bills and claims which are or may become Liens against the Property, or as may be necessary or desirable for the completion of the Replacements, or for clearance of title; (v) to execute all applications and certificates in the name of Borrower which may be required by any of the contract documents; (vi) to prosecute and defend all actions or proceedings in connection with the Property or the rehabilitation and repair of the Property; and (vii) to do any and every act which Borrower might do in its own behalf to fulfill the terms of this Agreement. (e) Nothing in this Section 7.3.3 shall: (i) make Lender responsible for making or completing the Replacements; (ii) require Lender to expend funds in addition to the Replacement Reserve Fund to make or complete any Replacement; (iii) obligate Lender to proceed with the Replacements; or (iv) obligate Lender to demand from Borrower additional sums to make or complete any Replacement. (f) Borrower shall permit Lender and Lender's agents and representatives (including, without limitation, Lender's engineer, architect, or inspector) or third parties making Replacements pursuant to this Section 7.3.3 to enter onto the Property during normal business hours (subject to the rights of tenants under their Leases) to inspect the progress of any Replacements and all materials being used in connection therewith, to examine all plans and shop drawings relating to such Replacements which are or may be kept at the Property, and to complete any Replacements made pursuant to this Section 7.3.3. Borrower shall cause all contractors and subcontractors to cooperate with Lender or Lender's representatives or such other persons described above in connection with inspections described in this Section 7.3.3(f) or the completion of Replacements pursuant to this Section 7.3.3. (g) Lender may require an inspection of the Property at Borrower's expense prior to making a monthly disbursement in excess of $10,000 from the Replacement Reserve Account in order to verify completion of the Replacements for which reimbursement is sought. Lender may require that such inspection be conducted by an appropriate independent qualified professional selected by Lender and/or may require a copy of a certificate of completion by an independent qualified professional acceptable to Lender prior to the disbursement of any amounts from the Replacement Reserve Account. Borrower shall pay the expense of the inspection as required hereunder, whether such inspection is conducted by Lender or by an independent qualified professional. (h) The Replacements and all materials, equipment, fixtures, or any other item comprising a part of any Replacement shall be constructed, installed or completed, as applicable, free and clear of all mechanic's, materialman's or other liens (except for those Liens existing on the date of this Agreement which have been approved in writing by Lender). (i) Before each disbursement from the Replacement Reserve Account, Lender may require Borrower to provide Lender with a search of title to the Property effective to the date of the disbursement, which search shows that no mechanic's or materialmen's liens or other liens of any nature have been placed against the Property since the date of recordation of the Mortgage and that title to the Property is free and clear of all Liens (other than the lien of the Mortgage and any other Liens previously approved in writing by Lender, if any). (j) All Replacements shall comply with all applicable Legal Requirements of all Governmental Authorities having jurisdiction over the Property and applicable insurance requirements including, without limitation, applicable building codes, special use permits, environmental regulations, and requirements of insurance underwriters. (k) In addition to any insurance required under the Loan Documents, Borrower shall provide or cause to be provided workmen's compensation insurance, builder's risk, and public liability insurance and other insurance to the extent required under applicable law in connection with a particular Replacement. All such policies shall be in form and amount reasonably satisfactory to Lender. All such policies which can be endorsed with standard mortgagee clauses making loss payable to Lender or its assigns shall be so endorsed. Certified copies of such policies shall be delivered to Lender.

  • Removal of Personal Property Seller shall remove from the Property by the Possession Date all debris and Seller’s personal property not conveyed by Xxxx of Sale to Buyer.

  • Delivery of replacements Subject to receipt of sufficient Temporary Global Notes, Permanent Global Notes, Definitive Notes, Coupons, Global Note Certificates and Individual Note Certificates in accordance with Clause 3.9 (Duties of Principal Paying Agent, Registrar and Replacement Agent), the Replacement Agent shall, upon and in accordance with the instructions (which instructions may, without limitation, include terms as to the payment of expenses and as to evidence, security and indemnity satisfactory to the Replacement Agent) of the Relevant Issuer but not otherwise, authenticate (if necessary) and deliver a Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Note Certificate or Individual Note Certificate as the case may be, as a replacement for any of the same which has been mutilated or defaced or which has or has been alleged to have been destroyed, stolen or lost provided, however, that: 5.1.1 Surrender or destruction: no Temporary Global Note, Permanent Global Note, Definitive Note, Coupon, Global Note Certificate or Individual Note Certificate as the case may be, shall be delivered as a replacement for any of the same which has been mutilated or defaced otherwise than against surrender of the same or, in the case of an NGN Temporary Global Note or an NGN Permanent Global Note or a Global Note Certificate to be held under the NSS, appropriate confirmation of destruction from the Common Safekeeper; and

  • 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.

  • Additional Acceptable Uses of Student Data Contractor is prohibited from using Student Data for any secondary use not described in this agreement except: a. for adaptive learning or customized student learning purposes; b. to market an educational application or product to a parent or legal guardian of a student if Contractor did not use Data, shared by or collected per this Contract, to market the educational application or product; c. to use a recommendation engine to recommend to a student i. content that relates to learning or employment, within the third-party contractor's internal application, if the recommendation is not motivated by payment or other consideration from another party; or

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