PURCHASE OF SUPPLEMENTAL PROPERTIES AND TERMINAL PROPERTIES Sample Clauses

PURCHASE OF SUPPLEMENTAL PROPERTIES AND TERMINAL PROPERTIES. Purchaser desires to purchase the Supplemental Properties and Seller's interests in the Contracts of Purchase and the Preliminary Term Leases, and all of Seller's interests in the terminal located in Manassas, Virginia (the "Manassas Terminal"). Seller has provided to Purchaser information with respect to the Supplemental Properties, the Contracts of Purchaser and the Preliminary Term Contracts. Purchaser agrees to review all such information no later than seven days from the date of this Supplemental Agreement. Upon satisfactory review by Purchaser of all information relating to the Manassas Terminal and Purchaser's election to purchase same, Purchaser and Seller shall execute and deliver a separate terminal sales agreement to be agreed upon in good faith by Purchaser and Seller with respect to the Manassas Terminal within seven days of the date Purchaser executes this Supplemental Agreement. In the event Purchaser, after review of reasonably complete information provided to Purchaser by Seller, determines it does not wish to acquire the Manassas Terminal, Purchaser shall so inform Seller within seven days of the date of this Supplemental Agreement and the Manassas Terminal will be deleted from the transaction and the Purchase Price will be adjusted in accordance with Section 5(A). In the event Purchaser, after review of reasonably complete information provided to Purchaser by Seller, determines it does not wish to acquire the Supplemental Properties, the Contracts of Purchase and the Preliminary Term Leases, it shall so inform Seller within seven days of the date of this Supplemental Agreement. Upon receipt of such notice, Seller may, in its sole discretion, elect either (i) to delete the Supplemental Properties, the Contracts of Purchase and the Preliminary Term Leases from the transaction in which case the Purchase Price will be adjusted in accordance with Section 5(A), or (ii) to require Purchaser to acquire the Supplemental Properties, the Contracts of Purchase and the Preliminary Term Leases at fair market value, as determined by negotiations in good faith between the parties or, failing agreement, as determined by an impartial appraisal, with the Purchase Price being adjusted accordingly.
Sample 1
AutoNDA by SimpleDocs

Related to PURCHASE OF SUPPLEMENTAL PROPERTIES AND TERMINAL PROPERTIES

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens (including, without limitation, liens for Taxes), encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Access to Properties and Records (a) CCE shall, and shall cause TPC to, afford to ETP and ETP’s accountants, counsel and representatives full reasonable access during normal business hours throughout the period prior to the Closing Date (or the earlier termination of this Agreement pursuant to Article VII hereof) to all of the properties, books, contracts, commitments and records (including all environmental studies, reports and other environmental records and all pipeline cost-of-service and rate-related studies, reports and records related to TPC and, during such period, shall furnish to ETP all information concerning the business, properties, Liabilities and personnel related to TPC as ETP may request, provided, however, that no investigation or receipt of information pursuant to this Section 5.2 shall affect any representation or warranty of CCE or the conditions to the obligations of ETP. To the extent not located at the offices or properties of TPC as of the Closing Date, as promptly as practicable thereafter, CCE shall deliver, or cause its appropriate Affiliates to deliver to ETP all of the books of accounts, minute books, record books and other records (including safety, health, environmental, maintenance and engineering records and drawings) pertaining to the business operations of TPC and all financial and accounting records related to TPC. Such delivery shall include all work papers, pleadings, testimony, exhibits, spread sheets, research, drafts, memoranda, correspondence and other documents related to the TPC Rate Case (“TPC Rate Case Work Product”). TPC Rate Case Work Product has been and will be prepared in contemplation of litigation, and the use of TPC Rate Case Work Product has been and will be under the control of TPC’s attorneys. Notwithstanding anything to the contrary contained in this Agreement, CCE shall not be obligated to provide to ETP any documents or records relating to litigation and regulatory matters in which TPC is involved to the extent that CCE reasonably believes such documents or records are subject to the attorney-client or other applicable privilege in circumstances in which TPC is not the sole client unless the parties entitled to such attorney-client or other applicable privilege shall consent thereto and enter into an appropriate joint defense agreement for the purpose of preservation of such attorney-client or other applicable privilege.

  • Access to Properties Subject to the rights of Tenants, Borrower shall permit agents, representatives and employees of Lender to inspect the Properties or any part thereof at reasonable hours upon reasonable advance notice.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • 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.

  • DESCRIPTION OF LEASES AND WELL LOCATIONS 1. WELL LOCATION

  • Title to Properties and Related Matters (a) Except as set forth on Schedule 3.10(a), the Company has good and valid title to all material personal property, tangible or intangible, which the Company purports to own, including the properties reflected on the Balance Sheet or acquired after the date thereof (other than properties and assets sold or otherwise disposed of in the ordinary course of business and consistent with past practice since June 30, 1999), free and clear of any claims, liens, pledges, security interests or encumbrances of any kind whatsoever (other than (i) purchase money security interests and common law vendor's liens, in each case for goods purchased on open account in the ordinary course of business and having a fair market value of less than $5,000 in each individual case), (ii) liens for Taxes not yet due and payable, and (iii) such imperfections of title and encumbrances, if any, that are not material in character, amount or extent and that do not materially detract from the value, or materially interfere with the use of, the property subject thereto or affected thereby.

  • Location of Real Property and Leased Premises (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 3.20(a).

  • Real Property Matters The Company does not own any real property as of the date hereof and has not owned any real property during the three years preceding the date hereof.

Time is Money Join Law Insider Premium to draft better contracts faster.