New Title Conditions and New Environmental Conditions Sample Clauses

New Title Conditions and New Environmental Conditions. If, after the Effective Date, but prior to Closing, Buyer (i) discovers or receives notice from the Title Company or Seller of any new title conditions recorded against the Property after the Effective Date (“New Title Conditions”) that were not previously included as exceptions to the Title Report or (ii) discovers or is notified of any new environmental conditions affecting the Property (“New Environmental Conditions”) that were not previously disclosed, or referenced, in the ESA, Buyer may deliver written notice of its objection to any such New Title Conditions or New Environmental Conditions (hereinafter referred to collectively as “New Conditions”) to Seller. Seller shall promptly notify Buyer in writing if Seller discovers or is notified of any New Conditions of which Buyer is not otherwise aware or has not otherwise been advised. For the purposes of this Agreement, “New Title Conditions,” “New Environmental Conditions,” and “New Conditions” shall mean only those new title conditions or new environmental conditions, as applicable, that meet each of the following conditions: (1) are not the result of Buyer’s or Buyer’s Agents’ acts, (2) do not constitute conditions or exceptions which Buyer or Buyer’s Agents had actual knowledge of as of the Effective Date, (3) do not constitute exceptions arising as a result of the Survey or any other survey of the Property (or any portion thereof) ordered by Buyer prior to the Effective Date, (4) have a material adverse effect on the overall development of the Property as a hotel casino (without considering any remediation), and (5) do not constitute Permitted Exceptions. Buyer shall advise Seller of its objections to any New Conditions by written notice within three (3) business days of learning of the same and no later than the Closing Date. Failure to timely provide such a notice of objections shall constitute an approval by Buyer of such New Conditions. Except as provided in Section 3.6, in the event Buyer gives Seller notice of Buyer’s objection to a New Condition that is received or deemed received by Seller fewer than eight (8) business days before the then-scheduled Closing Date, the Closing Date will be extended until the date that is eight (8) business days after Buyer’s notice of objection is received or deemed received by Seller.
Sample 1
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Related to New Title Conditions and New Environmental Conditions

  • Environmental Conditions A Phase I environmental site assessment (or update of a previous Phase I and or Phase II environmental site assessment) and, with respect to certain Mortgage Loans, a Phase II environmental site assessment (collectively, an “ESA”) meeting ASTM requirements conducted by a reputable environmental consultant in connection with such Mortgage Loan within 12 months prior to its origination date (or an update of a previous ESA was prepared), and such ESA (i) did not identify the existence of Recognized Environmental Conditions (as such term is defined in ASTM E1527-05 or its successor, hereinafter “Environmental Condition”) at the related Mortgaged Property or the need for further investigation, or (ii) if the existence of an Environmental Condition or need for further investigation was indicated in any such ESA, then at least one of the following statements is true: (A) an amount reasonably estimated by a reputable environmental consultant to be sufficient to cover the estimated cost to cure any material noncompliance with applicable Environmental Laws or the Environmental Condition has been escrowed by the related Mortgagor and is held or controlled by the related lender; (B) if the only Environmental Condition relates to the presence of asbestos-containing materials, radon in indoor air, lead based paint or lead in drinking water, the only recommended action in the ESA is the institution of such a plan, an operations or maintenance plan has been required to be instituted by the related Mortgagor that can reasonably be expected to mitigate the identified risk; (C) the Environmental Condition identified in the related environmental report was remediated, abated or contained in all material respects prior to the date hereof, and, if and as appropriate, a no further action, completion or closure letter or its equivalent, was obtained from the applicable governmental regulatory authority (or the Environmental Condition affecting the related Mortgaged Property was otherwise listed by such governmental authority as “closed” or a reputable environmental consultant has concluded that no further action or investigation is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the Environmental Condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Xxxxx’x, S&P and/or Fitch; (E) a party not related to the Mortgagor was identified as the responsible party for the Environmental Condition and such responsible party has financial resources reasonably estimated to be adequate to address the situation; or (F) a party related to the Mortgagor having financial resources reasonably estimated to be adequate to address the situation is required to take action. To Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition at the related Mortgaged Property.

  • Environmental Condition Except as set forth on Schedule 5.12 to the Information Certificate, (a) to each Loan Party’s knowledge, no properties or assets of any Loan Party or any of its Subsidiaries have ever been used by a Loan Party, its Subsidiaries, or by previous owners or operators in the disposal of, or to produce, store, handle, treat, release, or transport, any Hazardous Materials, where such disposal, production, storage, handling, treatment, release or transport was in violation, in any material respect, of any applicable Environmental Law, (b) to each Loan Party’s knowledge, after due inquiry, no Loan Party’s nor any of its Subsidiaries’ properties or assets have ever been designated or identified in any manner pursuant to any environmental protection statute as a Hazardous Materials disposal site, (c) no Loan Party nor any of its Subsidiaries has received notice that a Lien arising under any Environmental Law has attached to any revenues or to any Real Property owned or operated by a Loan Party or its Subsidiaries, and (d) no Loan Party nor any of its Subsidiaries nor any of their respective facilities or operations is subject to any outstanding written order, consent decree, or settlement agreement with any Person relating to any Environmental Law or Environmental Liability that, individually or in the aggregate, could reasonably be expected to result in a Material Adverse Change.

  • Environmental Compliance and Conditions Except as set forth on Schedule 3.16:

  • Special Conditions a. To the extent that this Amendment conflicts with the Agreement, this Amendment shall control. No right or license of any kind is granted to Licensee except as expressly provided in the Agreement and this Amendment.

  • Additional Conditions For each mediation or arbitration:

  • Waiver of Closing Conditions Upon the occurrence of the Closing, any condition set forth in this Article V that was not satisfied as of the Closing shall be deemed to have been waived as of the Closing for the applicable Transferred Asset.

  • Seller’s Conditions The obligations of Seller at the Closing are subject, at the option of Seller, to the satisfaction at or prior to the Closing of the following conditions:

  • General Conditions (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement.

  • ORIGINAL CONDITIONS All reinsurance under this Contract shall be subject to the same rates, terms, conditions, waivers and interpretations, and to the same modifications and alterations as the respective Policies of the Company. However, in no event shall this be construed in any way to provide coverage outside the terms and conditions set forth in this Contract.

  • General conditions precedent The agreement of the Finance Parties referred to in clause 2 (Agreement of the Finance Parties) shall be further subject to:

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