Ownership of the Properties Sample Clauses

Ownership of the Properties. (a) Lessor and Lessee intend that for federal tax purposes, all state and local tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (other than for accounting purposes)(A) this Lease will be treated as a financing arrangement and (B) Lessee will be treated as the sole owner of the Properties and will be entitled to all tax and other benefits ordinarily available to owners of property similar to the Properties for such purposes. Notwithstanding the foregoing, neither party hereto has made, nor shall be deemed to have made, any representation or warranty as to the availability of any of the foregoing treatments under applicable accounting rules, tax, bankruptcy, regulatory, commercial or real estate law or under any other set of rules. Lessee shall claim the cost recovery deductions associated with each Property, and Lessor shall not, to the extent not prohibited by Law, take on its tax return a position inconsistent with this Section 7.1(a) or Lessee’s claim of such deductions. (b) For all purposes described in Section 7.1(a), Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In the event a court of competent jurisdiction construes this Lease as a mortgage or deed of trust, Lessee shall be deemed to have hereby conveyed, granted, assigned, transferred, hypothecated, mortgaged and set over to Lessor, for the benefit of all Financing Parties, a first priority security interest (but subject to the security interest in the assets granted by Lessee in favor of the Agent in accordance with the Security Agreement and Permitted Liens) in and Lien on all right, title and interest of Lessee (now owned or hereafter acquired) in and to all Properties to the extent such is personal property and to have irrevocably granted and conveyed a Lien, deed of trust and mortgage, with power of sale, on all right, title and interest of Lessee (now owned or hereafter acquired) in and to all Properties to the extent such is real property to Xx. Xxx X. Orton, as trustee for the benefit of Lessor. Lessor and Lessee further intend and agree that, for the purpose of securing the obligations of Lessee and/or the Construction Agent now existing or hereafter arising under the Operative Agreements, (i) this Lease shall be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting each of the Properties and all proceeds (includin...

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a)(i), the Initial Property Owner that owns the Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to the Property free and clear of all Liens, except Permitted Liens. No Person has any right or option to acquire all or any portion of the Property, other than the Operating Partnership pursuant to this Agreement, except as set forth on Schedule 4.04(a)(ii). (b) Except as would not reasonably be expected to have a Fund Material Adverse Effect, the Initial Property Owner that leases the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of the Property, pursuant to the terms of said Lease, in each case free and clear of all Liens, except Permitted Liens. The Initial Property Owner has not received any written notice of any default under any of the real property leases pursuant to which it leases the Property, and to the Contributors’ knowledge there is no material uncured default by any landlord thereunder. (c) The Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of the Initial Property Owner, as listed on Schedule 4.04(c) hereto. (d) Except for matters set forth on Schedule 4.04(d) hereto and except as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor the Initial Property Owner nor the Property nor, to the knowledge of any Contributor, any other party to any material agreement affecting the Property (other than a Lease (as such term is hereinafter defined) for space within the Property), is in default under any such material agreement affecting the Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owner or the Property and (3) to the Contributor’s knowledge, all agreemen...

Ownership of the Properties. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards No. 13, as amended, (B) Lessor will be treated as the owner and lessor of the Properties and (C) Lessee will be treated as the lessee of the Properties, but (ii) for federal and all state and local income tax purposes, for bankruptcy purposes and all other purposes (A) this Lease will be treated as a financing arrangement and (B) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to owners of property similar to the Properties for such tax purposes, and (C) all payments of Basic Rent shall be deemed to be interest payments. Consistent with the foregoing, Lessee intends to claim depreciation and cost recovery deductions associated with the Properties, and Lessor agrees not to take any inconsistent position on its income tax returns. Neither Lessor, the Agent, any Lender, any Holder nor NMS makes any representation or warranty with respect to the foregoing matters described in this Section 7.1 and will assume no liability for the Lessee's accounting treatment of this transaction. (b) For all purposes other than as set forth in Section 7.1(a)(i), Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations hereunder (i) this Lease shall be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting each of the Properties to the extent such is personal property and an irrevocable grant and conveyance of each Property to the Lessor as security for the Lessee's obligations hereunder to the extent such is real property; (ii) the acquisition of title (or to the extent applicable, a leasehold interest) in the Properties referenced in Article II shall be deemed to be (A) a grant by Lessee to Lessor of a lien on and security interest in all of Lessee's right, title and interest in and to each Property and all proceeds (including without limitation insurance proceeds) of each Property, whether in the form of cash, investments, securities or other property, and (B) an assignment by Lessee to Lessor of all rents, profits and income produced by each Property; and (iii) notifications to Persons holding such Prope...

Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a), CyrusOne LLC or any Subsidiary of CyrusOne LLC that owns any of the Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to such Property free and clear of all Liens except Permitted Liens. (b) Except as set forth on Schedule 4.04(b), CyrusOne LLC or any Subsidiary of CyrusOne LLC that leases any of the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of such Property, in each case free and clear of all Liens except Permitted Liens. Neither CyrusOne LLC nor any Subsidiary of CyrusOne LLC has received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s knowledge there is no material uncured default by any landlord thereunder, except in each case as would not reasonably be expected to have a Material Adverse Effect.

Ownership of the Properties. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and lessor of the Properties and the Lessee will be treated as the lessee of the Properties leased by it hereunder and (ii) for federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (A) the Lease will be treated as a secured financing arrangement between the Lessor and the Lessee, and (B) the Lessee will be treated as the owner of each Property and will be entitled to all tax benefits ordinarily available to an owner of properties like each Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that none of the Administrative Agent, the Arranger or any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein. (b) It is the intent of the parties hereto that this Master Lease grants a security interest and mortgage, as the case may be, on each Property to the Lessor for the benefit of the Lessor and the other Participants to secure the performance of the Lessee under and payment of all amounts under the Lease and the other Operative Documents all as more specifically set forth in the Mortgages.

Ownership of the Properties. Both parties hereby acknowledge that the MINORITY PARTNER is the sole owner of the PROPERTIES and will remain as such until termination of this Agreement, unless the MINORITY PARTNER decides to sell them to the OPERATING PARTNER that shall have the first right of refusal to buy the PROPERTIES. The MINORITY PARTNER could sell the PROPERTIES to a third party, only if the OPERATING PARTNER grants its consent to.

Ownership of the Properties. The Owner hereby represents that it holds good and marketable fee title to the Properties and other customary liens encumbrances (including financing encumbrances) or charges previously disclosed to the Manager, and that it will keep and maintain such title in the Properties free and clear of any and all liens, encumbrances or other charges, except as follows: 1. Liens, encumbrances or charges described above in this Section 3.01; 2. Easements or other encumbrances (other than those described below) that do not materially adversely affect the operation of the Properties by the Manager; 3. Reciprocal easements, licenses or rights appurtenant that do not affect the utility of the Properties; 4. Mortgages, deeds of trust, deeds to secure debt, or similar security instruments; and 5. Liens for taxes, assessments, levies or other public charges not yet due or that are being contested in good faith.

Ownership of the Properties. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and the lessor of the Properties and the Lessee will be treated as the lessee of the Properties and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (A) this Lease will be treated as a financing arrangement, (B) the Lessor and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Lessor Amount and the outstanding principal amount of the Loans and (C) the Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of properties like the Properties for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that neither the Lessor nor any of the Lenders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. (b) It is the intent of the parties hereto that this Lease grants a security interest and mortgage, as the case may be, on the Properties to the Lessor to secure Xxxxxx's performance under and payment of all amounts under this Lease and the other Operative Documents.

Ownership of the Properties. (a) Subject to Section 13.1 and the other provisions of this Agreement, should Closing occur, CECI shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds), and shall be subject to the duties and obligations of such ownership attributable to the Xxxxx Ranch Properties for the period of time prior to the Effective Time and P&L LP shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds) and shall be subject to the duties and obligation of such ownership attributable to the Xxxxx Ranch Properties for the period of time from and after the Effective Time. All expenses and costs, including, without limitation, all ad valorem, property, production, severance, and similar taxes and assessments based upon or measured by the ownership of the Xxxxx Ranch Properties , the production of hydrocarbons, or the receipt of proceeds therefrom) attributable to the Xxxxx Ranch Properties , shall be: (i) allocated to CECI if incurred or accruing with respect to operations conducted prior to the Effective Time; or (ii) allocated to P&L LP if incurred or accruing with respect to operations conducted after the Effective Time. All hydrocarbons in storage facilities above or upstream from the pipeline connection to each storage facility, or downstream of delivery point sales meters on gas pipelines, as of the Effective Time, shall belong to CECI. All of the hydrocarbons placed in such storage facilities or upstream of the aforesaid meters on pipelines after the Effective Time shall belong to P&L LP and shall become a part of the Xxxxx Ranch Properties. In order to accomplish the foregoing allocation of production, the parties shall rely upon the severance tax or other records maintained by the operator of the relevant Xxxxx Ranch Property, unless such records are demonstrated to be inaccurate. (b) Subject to Section 13.1 and the other provisions of this Agreement, should Closing occur, P&L Inc. shall be entitled to all of the rights of ownership (including, without limitation, the right to all production, proceeds of production and other proceeds), and shall be subject to the duties and obligations of such ownership attributable to the Frisco City Properties for the period of time prior to the Effective Time and CECI shall be entitled to all of the rights of ownership (including, without ...

Ownership of the Properties. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and the lessor of the Properties and the Lessee will be treated as the lessee of the Properties and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (A) this Lease will be treated as a financing arrangement, (B) the Lessor and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Lessor Amount and the outstanding principal amount of the Loans and (C) the Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of properties like the Properties for such tax purposes.