Physical Condition; Completeness Sample Clauses

Physical Condition; Completeness. 3.4.1 To the best of Emeritus' knowledge after due inquiry, the NHP Assets have been constructed in a good, workmanlike and substantial manner, free from material defects and in accordance with all Laws. 3.4.2 To the best of Emeritus' knowledge after due inquiry, except as set forth in any ALTA surveys delivered and certified to NHP neither the zoning nor any other right to construct upon or to use the NHP Assets is to any extent dependent upon or related to any real estate other than the NHP Assets, the improvement of such other real estate or the payment of any fees for the improvement of such other real estate. 3.4.3 To the best of Emeritus' knowledge after due inquiry, the NHP Assets and each part and portion thereof, are in good condition and repair and free from material defects. Emeritus will use its commercially reasonable efforts to cause Seller to maintain the NHP Assets in good condition and repair, except for ordinary wear and tear, between the date hereof and the Closing Date pursuant to the provisions of the Purchase Agreement. 3.4.4 To the best of Emeritus' knowledge after due inquiry, there are no material deficiencies with respect to any portion of the NHP Assets which have been identified by any governmental authority and which have not been cured or settled by Seller or Emeritus or which have not had a plan of correction filed with the appropriate governmental authority. 3.4.5 To the best of Emeritus' knowledge, there are no soil conditions adversely affecting the NHP Assets. 3.4.6 To the best of Emeritus' knowledge after due inquiry and except as disclosed in any Phase I Environmental Reports delivered to NHP and certified to NHP or upon which NHP has been authorized in writing to rely by the preparer thereof, there are and have been no Hazardous Materials (as defined in the Lease) installed or stored in or otherwise existing at, on, in or under the NHP Assets which are or have been at any time in violation of any applicable Laws or which are or have been at any time in amounts or concentrations sufficient to require the reporting of such materials to any governmental authority.
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Physical Condition; Completeness. (i) The Property has been constructed in a good and workmanlike manner, free from material defects and in accordance with all Laws, except where noncompliance would not have a material adverse effect. (ii) Other than as set forth on Schedule 5.1(n), neither the zoning nor any other right to construct upon or to use the Property is to any extent dependent upon or related to any real estate other than the Property, the improvement of such other real estate or the payment of any fees for the improvement of such other real estate. (iii) The Property, and each portion thereof, is in good condition and repair and is free from material defects, except for ordinary wear and tear. Laureate Properties will cause the Real Estate Partnerships to use their commercially reasonable best efforts to maintain the Property in good condition and repair, except for ordinary wear and tear, between the date hereof and the Condition Satisfaction Date.
Sample 1
Physical Condition; Completeness. (1) The Improvements have been constructed in a good, workmanlike and substantial manner, free from material defects, and in accordance with all Laws, Business Agreements and any plans and specifications heretofore delivered to Investor or the Company by Developer. (2) Neither the zoning nor any other right to construct upon or to use the Business Property is to any extent dependent upon or related to any real estate other than the Business Property, the improvement of such other real estate or the payment of any fees for the improvement of such other real estate. (3) The Business Property, and each part and portion thereof, is in good condition and repair and free from material defects. Developer will use its best efforts to maintain and/or to cause Seller to maintain (as applicable) the Business Property in good condition and repair between the date hereof and the Closing Date. (4) There are no soil conditions adversely affecting the Business Property. (5) Except as disclosed in that certain Phase I Environmental Site Assessment, Big Horn Property, Big Horn Boulevard at Monetta Drive, Elk, Grove, California, dated as of July 18, 2003, and prepared by Xxxxxxx Group Services, Inc., there are (and have been) no “Hazardous Materials” installed or stored in or otherwise existing at, on, in or under the Business Property. As used herein, a “Hazardous Material” means any hazardous, toxic or dangerous waste, substance or material, pollutant or contaminant, as defined for purposes of the Comprehensive Environmental Response, Compensation and Liability Act of 1980 (42 U.S.C. Section 9601 et seq.), as amended, or the Resource Conservation and Recovery Act (42 U.S.C. Section 6901 et seq.), as amended, or any other laws applicable to the Business Property, or any substance which is toxic, explosive, corrosive, flammable, infectious, radioactive, carcinogenic, mutagenic, or otherwise hazardous to the environment or to human health or safety, or any substance which contains gasoline, diesel fuel or other petroleum hydrocarbons or byproducts, polychlorinated biphenyls (PCBs), or radon gas, urea formaldehyde, asbestos or lead. (6) The Business Property has not been designated as “border zone property” under the provisions of California Health and Safety Code Sections 25220 et seq., or any regulation adopted in accordance therewith, and there has been no occurrence or condition on any real property adjoining or in the vicinity of the Property that could cause the Business...
Sample 1
Physical Condition; Completeness. (a) The Facilities have been constructed in a good, workmnanlike and substantial manner, free from material defects and in accordance with all Legal Requirements. (b) Neither the zoning nor any other right to construct upon or to use the Facilities is to any extent dependent upon or related to any real estate other than the Facilities, the unprovement of such other real estate or the payment of any fees for the improvement of such other real estate. (c) The Facilities, and each portion thereof, are in good condition and repair and are free from material defects. Borrower will use its best efforts to maintain the Facilities in good condition and repair. (d) There are no soil conditions adversely affecting the Facilities. (e) Other than as disclosed on the Phase I Site Assessment Reports there are and have been no Hazardous Materials installed or stored in or otherwise existing at, on, in or under any one or more of the Facilities which are or have been at any time in violation of any applicable Legal Requirements or which are or have been at any ti~ne in amounts or concentrations sufficient to require the reporting of such materials to any Governmental Authority.
Sample 1
Physical Condition; Completeness. (i) To the best of Seller's knowledge, the Property has been constructed in a good, workmanlike and substantial manner, free from material defects and in accordance with all Laws. (ii) To the best of Seller's knowledge, the Property is properly zoned for its current use. (iii) To the best of Seller's knowledge, the Property, and each portion thereof, is in good condition and repair and is free from material defects. (iv) To the best of Seller's knowledge, there are no soil or drainage conditions adversely affecting the Property.
Sample 1

Related to Physical Condition; Completeness

  • Physical Condition Except as disclosed in the Physical Conditions Reports delivered to Lender in connecting with this Loan, to Borrower's knowledge, the Property, including, without limitation, all buildings, improvements, parking facilities, sidewalks, storm drainage systems, roofs, plumbing systems, HVAC systems, fire protection systems, electrical systems, equipment, elevators, exterior sidings and doors, landscaping, irrigation systems and all structural components, are in good condition, order and repair in all material respects; there exists no structural or other material defects or damages in the Property, whether latent or otherwise, and Borrower has not received notice from any insurance company or bonding company of any defects or inadequacies in the Property, or any part thereof, which would adversely affect the insurability of the same or cause the imposition of extraordinary premiums or charges thereon or of any termination or threatened termination of any policy of insurance or bond.

  • 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 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 E1527-13 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 Mortgagee; (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 or abated in all material respects prior to the date hereof, and, if and as appropriate, a no further action or closure letter was obtained from the applicable governmental regulatory authority (or the environmental issue 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 is required); (D) an environmental policy or a lender’s pollution legal liability insurance policy that covers liability for the identified circumstance or condition was obtained from an insurer rated no less than “A-” (or the equivalent) by Xxxxx’x Investors Service, Inc., S&P Global Ratings, acting through Standard & Poor’s Financial Services LLC, Fitch Ratings, Inc. and/or A.M. Best Company; (E) a party not related to the Mortgagor was identified as the responsible party for such condition or circumstance 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 the Mortgage Loan Seller’s knowledge, except as set forth in the ESA, there is no Environmental Condition (as such term is defined in ASTM E1527-13 or its successor) at the related Mortgaged Property.

  • Inspection; Compliance Lessor and Lessor's Lender(s) (as defined in Paragraph 8.3(a)) shall have the right to enter the Premises at any time, in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Laws (as defined in Paragraph 6.3), and to employ experts and/or consultants in connection therewith and/or to advise Lessor with respect to Lessee's activities, including but not limited to the installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance or storage tank on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease, violation of Applicable Law, or a contamination, caused or materially contributed to by Lessee is found to exist or be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In any such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

  • Special Condition With respect to Liability to the Fund or its shareholders, and subject to applicable state and federal law, the Board Member shall be indemnified pursuant to this Section 1 against any Liability unless such Liability arises by reason of the Board Member’s willful misfeasance, bad faith, gross negligence, or reckless disregard of the duties involved in the conduct of his or her office as defined in such Section 17(h) of the Investment Company Act of 1940, as amended (“Disabling Conduct”).

  • Inspection; Compliance with Law Lessor, Lessor's agents, employees, contractors and designated representatives, and the holders of any mortgages, deeds of trust or ground leases on the Premises ("Lenders") shall have the right to enter the Premises at any time in the case of an emergency, and otherwise at reasonable times, for the purpose of inspecting the condition of the Premises and for verifying compliance by Lessee with this Lease and all Applicable Requirements (as defined in Paragraph 6.3), and Lessor shall be entitled to employ experts and/or consultants in connection therewith to advise Lessor with respect to Lessee's activities, including but not limited to Lessee's installation, operation, use, monitoring, maintenance, or removal of any Hazardous Substance on or from the Premises. The costs and expenses of any such inspections shall be paid by the party requesting same, unless a Default or Breach of this Lease by Lessee or a violation of Applicable Requirements or a contamination, caused or materially contributed to by Lessee, is found to exist or to be imminent, or unless the inspection is requested or ordered by a governmental authority as the result of any such existing or imminent violation or contamination. In such case, Lessee shall upon request reimburse Lessor or Lessor's Lender, as the case may be, for the costs and expenses of such inspections.

  • Environmental Reports Lender shall have received an environmental report in respect of the Property, in each case reasonably satisfactory to Lender.

  • Environmental Report Lender shall have received an Environmental Report (not more than six months old) with respect to the Property that discloses no material environmental contingencies with respect to the Property.

  • Due Diligence Examination At any time during the Review Period, and thereafter through Closing of the Property, Buyer and/or its representatives and agents shall have the right to enter upon the Property at all reasonable times for the purposes of reviewing all Records and other data, documents and/or information relating to the Property and conducting such surveys, appraisals, engineering tests, soil tests (including, without limitation, Phase I and Phase II environmental site assessments), inspections of construction and other inspections and other studies as Buyer deems reasonable and necessary or appropriate to evaluate the Property, subject to providing reasonable advance notice to Seller unless otherwise agreed to by Buyer and Seller (the “Due Diligence Examination”). Seller shall have the right to have its representative present during Buyer’s physical inspections of its Property, provided that failure of Seller to do so shall not prevent Buyer from exercising its due diligence, review and inspection rights hereunder. Buyer agrees to exercise reasonable care when visiting the Property, in a manner which shall not materially adversely affect the operation of the Property.

  • Response/Compliance with Audit or Inspection Findings A. Grantee must act to ensure its and its Subcontractors’ compliance with all corrections necessary to address any finding of noncompliance with any law, regulation, audit requirement, or generally accepted accounting principle, or any other deficiency identified in any audit, review, inspection or investigation of the Grant Agreement and the services and Deliverables provided. Any such correction will be at Grantee’s or its Subcontractor's sole expense. Whether Xxxxxxx's action corrects the noncompliance shall be solely the decision of the System Agency. B. As part of the services, Grantee must provide to HHS upon request a copy of those portions of Grantee's and its Subcontractors' internal audit reports relating to the services and Deliverables provided to the State under the Grant Agreement. C. Grantee shall include the requirement to provide to System Agency (and any of its duly authorized federal, state, or local authorities) internal audit reports related to this Grant Agreement in any Subcontract it awards. Upon request by System Agency, Grantee shall enforce this requirement against its Subcontractor. Further, Grantee shall include in any Subcontract it awards a requirement that all Subcontractor Subcontracts must also include these provisions.

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