Qualifying Properties Clause Samples

Qualifying Properties. 8.1.1. QDLSA may sell a Member Title to any owner of a freehold property within Quinta do Lago resort complex. Specifically, ownership for a fraction of the year, or timeshare, does not qualify. 8.1.2. When a qualifying freehold property is owned by a corporation, or is jointly owned, an individual may be nominated for purchase of a Member Title, subject to such person demonstrating to the satisfaction of QDLSA that he or she has a beneficial interest in the ownership of the property concerned. 8.1.3. Applications for purchase of a Member Title by a person who does not own or have a beneficial ownership interest in a qualifying property, may only be approved with the joint consent of QDLSA and CGQL.
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Qualifying Properties. (a) Qualifying Properties" are Surplus Branches within the Designated Territory that are owned or leased by Seller and have at least forty-five (45%) of their gross building area (or, in the case of a Leased Qualifying Property, forty-five (45%) percent of the total area leased) used or readily usable without material modification for retail banking operations, provided that a Surplus Branch shall not become a Qualifying Property unless or until Seller, in its sole and absolute discretion, (aa) determines the property is no longer needed for its banking operations now or in the future, (bb) elects to cease business operations and vacate the property and (cc) elects to dispose of the real estate. Measurements of the square footage to qualify as Qualifying Properties are the measurements made by Seller and located in its files. (b) For the purposes of determining Qualifying Properties, the following properties shall not qualify: (i) Any property not meeting the requirements of a Qualifying Property. (ii) Qualifying Properties that may be designated for divesture as an operating bank branch with deposits to satisfy regulatory requirements. (iii) Qualifying Properties that Seller may elect to divest as an operating bank branch with deposits. (iv) Qualifying Properties Seller may elect to sell, donate, assign, sub-lease or otherwise make available to any community interest group, charitable organization or subsidiary. (v) Leased Qualifying Properties with a remaining base term (assuming that any early termination rights under the Lease, defined in paragraph 3.1(b), are exercised at the earliest opportunity) of five (5) years or less as of the Operations Closing Date, or, if later, the Offering Date. (vi) Any Leased Qualifying Property where the Lease is a synthetic lease or was created for separate consideration which created an above market rental obligation as part of a merger, asset or stock acquisition. (vii) Any Leased Qualifying Property Seller may elect to terminate the lease obligation or obtain a release from the lease obligation through direct negotiations with the landlord. (viii) Any Qualifying Property that Seller, from and after the Offering Date but prior to the Operations Closing Date or, in the case of an Early Transfer, defined in paragraph 5.2, the Early Transfer Date, determines it may need to retain as a banking facility or to support its business operations. In such event the Qualifying Property would be excluded from this Agreement, Escro...
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Related to Qualifying Properties

  • Additional Material Real Estate Assets (a) In the event that any Credit Party acquires a Material Real Estate Asset or a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset, in each case (other than with respect to a Foreign Credit Party), located in the United States, and such interest in such Material Real Estate Asset has not otherwise been made subject to the Lien of the Collateral Documents in favor of the Collateral Agent, for the benefit of Secured Parties, then such Credit Party shall promptly take all such actions and execute and deliver, or cause to be executed and delivered, all such mortgages, documents, instruments, agreements, opinions and certificates, including the items specified in Section 5.11(c), that the Requisite Lenders shall reasonably request to create in favor of the Collateral Agent, for the benefit of Secured Parties, a valid and, subject to any filing and/or recording referred to herein, perfected First Priority security interest in such Material Real Estate Assets. (b) The Borrower shall, at the request of the Requisite Lenders, deliver, from time to time, to the Collateral Agent and the Lenders such appraisals as are required by law or regulation of Real Estate Assets with respect to which the Collateral Agent has been granted a Lien. (c) In the case of any Material Real Estate Asset referred to in Section 5.11(a), the applicable Credit Party shall provide the Collateral Agent with Mortgages with respect to such Real Estate Asset (each, a “Mortgaged Property”), as the case may be, within sixty (60) days (or such longer period as shall be agreed by the Requisite Lenders) of the acquisition of such Real Estate Asset (or the date a Real Estate Asset owned or leased on the Closing Date becomes a Material Real Estate Asset) together with: (i) evidence that counterparts of any such Mortgage has been duly executed, acknowledged and delivered and such Mortgage is in form suitable for filing or recording in all filing or recording offices that the Requisite Lenders may deem reasonably necessary or desirable in order to create a valid and subsisting perfected Lien on the property and/or rights described therein in favor of the Collateral Agent for the benefit of the Secured Parties and that all filing and recording taxes and fees that are due and payable have been paid or otherwise provided for in a manner reasonably satisfactory to the Requisite Lenders; (ii) upon the reasonable request of the Administrative Agent (at the direction of the Requisite Lenders), an opinion of counsel (which counsel shall be reasonably satisfactory to the Requisite Lenders) in each state in which a Mortgaged Property is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as the Requisite Lenders may reasonably request, in each case in form and substance reasonably satisfactory to the Requisite Lenders; (iii) mortgagee title insurance policies or unconditional commitments therefor issued by one or more title companies reasonably satisfactory to the Requisite Lenders with respect to each Mortgaged Property (each, a “Title Policy”), in amounts not less than the Fair Market Value of each Mortgaged Property, together with a title report issued by a title company with respect thereto and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to the Requisite Lenders (it being understood that any exceptions listed in a Title Policy constituting Permitted Liens shall be satisfactory) and (B) evidence reasonably satisfactory to the Requisite Lenders that such Credit Party has paid to the title company or to the appropriate Governmental Authorities all expenses and premiums of the title company and all other sums required in connection with the issuance of each Title Policy and all recording and stamp taxes (including mortgage recording and intangible taxes) payable in connection with recording the Mortgages for each Mortgaged Property in the appropriate real estate records; (iv) (A) a completed Flood Certificate with respect to each Mortgaged Property, which Flood Certificate shall (x) be addressed to the Collateral Agent and (y) otherwise comply in all material respects with the Flood Program; (B) if the Flood Certificate states that such Mortgaged Property is located in a Flood Zone, the Borrower’s written acknowledgment of receipt of written notification from the Collateral Agent (x) as to the existence of such Mortgaged Property and (y) as to whether the community in which each Mortgaged Property is located is participating in the Flood Program; and (C) if such Mortgaged Property is located in a Flood Zone and is located in a community that participates in the Flood Program, evidence that the Borrower has obtained a policy of flood insurance that is in compliance in all material respects with all applicable requirements of the Flood Program; and (v) such surveys, abstracts, appraisals and other documents as the Requisite Lenders may reasonably request.

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • After Acquired Real Property Upon the acquisition by it or any of its Subsidiaries after the date hereof of any interest (whether fee or leasehold) in any real property (wherever located) (each such interest being a “New Facility”) with a Current Value (as defined below) in excess of $500,000 in the case of a fee interest immediately so notify the Collateral Agent, setting forth with specificity a description of the interest acquired, the location of the real property, any structures or improvements thereon and either an appraisal or such Loan Party’s good-faith estimate of the current value of such real property (for purposes of this Section, the “Current Value”). The Collateral Agent shall notify such Loan Party whether it intends to require a Mortgage (and any other Real Property Deliverables or landlord’s waiver (pursuant to Section 7.01(l) hereof) with respect to such New Facility. Upon receipt of such notice requesting a Mortgage (and any other Real Property Deliverables) or landlord’s waiver, the Person that has acquired such New Facility shall promptly furnish the same to the Collateral Agent. The Borrower shall pay all fees and expenses, including, without limitation, reasonable attorneys’ fees and expenses, and all title insurance charges and premiums, in connection with each Loan Party’s obligations under this Section 7.01(m).

  • Real Estate Assets In the event that any Credit Party hereafter acquires an interest in any Material Real Estate Asset and such interest has not otherwise been made subject to the Lien of the Collateral Documents in favor of Administrative Agent, for the benefit of Lenders, then such Credit Party, contemporaneously with acquiring such Material Real Estate Asset, shall take all such actions and execute and deliver, or cause to be executed and delivered, the following: (i) fully executed and notarized Mortgages, in proper form for recording in all appropriate places in all applicable jurisdictions, encumbering each such Material Real Estate Asset (it being understood that such Credit Party shall use reasonable best efforts to obtain any Mortgage of a qualifying Leasehold Interest); (ii) an opinion of counsel (which counsel shall be reasonably satisfactory to Syndication Agent and Administrative Agent) in each state in which such Material Real Estate Asset is located with respect to the enforceability of the form(s) of Mortgages to be recorded in such state and such other matters as Syndication Agent and Administrative Agent may reasonably request, in each case in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; (iii) from time to time, at the request of Administrative Agent, appraisals as are required by law or regulation; (iv) ALTA mortgagee title insurance policies or unconditional commitments therefor issued by a title company with respect to each such Material Real Estate Asset, together with a title report issued by a title company with respect thereto, dated not more than thirty (30) days prior to the effective date of such executed Mortgage and copies of all recorded documents listed as exceptions to title or otherwise referred to therein, each in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; (v) evidence of flood insurance with respect to each Flood Hazard Property that is located in a community that participates in the National Flood Insurance Program, in each case in compliance with any applicable regulations of the Board of Governors of the Federal Reserve System, in form and substance reasonably satisfactory to Syndication Agent and Administrative Agent; and (vi) ALTA surveys of all such properties which are not Leasehold Properties, certified to Administrative Agent and dated not more than thirty (30) days prior to the effective date of such executed Mortgage.

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