Real Estate Liens Sample Clauses

Real Estate Liens. Further to Section 3.1 and the Final DIP Order, to secure the full and timely payment and performance of the Obligations, each Credit Party hereby MORTGAGES, GRANTS, BARGAINS, ASSIGNS, SELLS, CONVEYS and CONFIRMS, to the Collateral Agent, for the benefit of the Agents and the ratable benefit of the Secured Parties, the Real Estate and property and interests relating thereto (which, for the avoidance of doubt, shall include all of such Credit Party’s right, title and interest now or hereafter acquired in and to (A) all improvements now owned or hereafter acquired by such Credit Party, (B) all materials, supplies, equipment, apparatus and other items of personal property now owned or hereafter acquired by such Credit Party and now or hereafter attached to, installed in or used in connection with the Real Estate, and all utilities whether or not situated in easements, and all equipment, inventory and other goods in which such Credit Party now has or hereafter acquires any rights or any power to transfer rights and that are or are to become fixtures (as defined in the Uniform Commercial Code) related to the Real Estate, (C) [reserved], (D) all reserves, escrows or impounds and all deposit accounts maintained by such Credit Party with respect to the Real Estate, (E) all leases, licenses, concessions, occupancy agreements or other agreements (written or oral, now or at any time in effect) which grant to any Person a possessory interest in, or the right to use, all or any part of the Real Estate, together with all related security and other deposits, (F) all of the rents, revenues, royalties, income, proceeds, profits, accounts receivable, security and other types of deposits, and other benefits paid or payable by parties to the leases for using, leasing, licensing possessing, operating from, residing in, selling or otherwise enjoying the Real Estate, (G) all other agreements, such as construction contracts, architects’ agreements, engineers’ contracts, utility contracts, maintenance agreements, management agreements, service contracts, listing agreements, guaranties, warranties, permits, licenses, certificates and entitlements in any way relating to the construction, use, occupancy, operation, maintenance, enjoyment or ownership of the Real Estate, (H) all rights, privileges, tenements, hereditaments, rights-of-way, easements, appendages and appurtenances appertaining to the foregoing, (I) all property tax refunds payable with respect to the Real Estate, (J) all...
Sample 1Sample 2Sample 3See All (8)
AutoNDA by SimpleDocs
Real Estate Liens. The Company does not own any real property. The Company has good title to its assets, and its assets are free and clear of liens, except Permitted Liens (as defined in the Loan Agreement).
Sample 1Sample 2Sample 3See All (6)
Real Estate Liens. Pursuant to Section 3.8 of the Agreement, Sellers are obligated to deliver title to the Real Property free and clear of all Liens, except for the Permitted Liens. Sellers acknowledge receipt of those certain Title Insurance Commitments from First American Title Insurance Company, in which certain non-material exceptions to title are identified with respect to certain properties to be purchased by NCTV and NCP-Six. Sellers, NCTV and NCP-Six hereby agree to use their commercially reasonable efforts to remove such non-material title exceptions within 30 days after the Closing Date.
Sample 1
Real Estate Liens. Combination Mortgage, Security Agreement and Fixture Financing Statement dated June 21, 1996, filed with Hennepin County, MN on July 25, 1996, as Document No. 2727565 and filed with Hennepin County, MN on July 30, 1996, as Document No. 6613574, executed by FCA, Ltd. in favor of First Bank National Association; as corrected by Corrective Combination Mortgage, Security Agreement and Fixture Financing Statement dated June 21, 1996, filed with Hennepin County, MN on March 28, 1997, as Document No. 6715292 and filed with Hennepin County, MN on April 7, 1997, as Document No. 2799876; as amended by Amendment No. 1 to Combination Mortgage, Security Agreement and Fixture Financing Statement dated April 5, 1999, filed with Hennepin County, MN on April 7, 1999, as Document No. 7091765, and filed with Hennepin County, MN on April 7, 1999, as Document No. 3142562, amending the names of the Debtor to LIFE TIME FITNESS, Inc. and the Secured Party to U.S. Bank National Association.(Plymouth, MN) Assignment of Leases and Rents dated June 21, 1996, filed with Hennepin County, MN on July 25, 1996, as Document No. 2727568 and filed with Hennepin County, MN on July 30, 1996, as Document No. 6613576, executed by FCA, Ltd. in favor of First Bank National Association, as amended by Amendment No. 1 to Assignment of Leases and Rents dated April 5, 1999, filed with Hennepin County, MN on April 7, 1999, as Document No. 3142563, and filed with Hennepin County, MN on April 7, 1999, as Document No. 7091766, amending the names of the Debtor to LIFE TIME FITNESS, Inc. and the Secured Party to U.S. Bank National Association. (Plymouth, MN) Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated July 31, 1997, filed with Hennepin County, MN on August 15, 1997, as Document No. 2836589, executed by FCA Real Estate Holdings, LLC in favor of U.S. Bank National Association, f/k/a First Bank National Association; as amended by Amendment No. 1 to Combination Mortgage, Security Agreement, Assignment of Leases and Rents and Fixture Financing Statement dated May 7, 1998, filed with Hennepin County, MN on October 14, 1998, as Document No. 3070344; as assigned by U.S. Bank National Association, f/k/a First Bank National Association, to U.S. Bank National Association, as Collateral Agent, according to the terms of the Assignment of Mortgage and Assignment of Leases and Rents dated July 17, 2000, filed with Hennepin County, MN on August 7, 2000, as D...
Sample 1
Real Estate Liens. 37 3.5. No Discharge; Survival of Claims............................................................................................................. 38
Sample 1

Related to Real Estate Liens

  • Real Estate Leases All leases, subleases, licenses, concessions, options, and other agreements relating to the occupancy of the Leased Real Property, including the right to all security deposits and other amounts and instruments deposited thereunder, are listed on Schedule 4.8.2 (collectively, the “Real Estate Leases”), and Seller has provided Buyer with a copy of such Real Estate Leases. Except as set forth in Schedule 4.8.2: (i) the Real Estate Leases have not been modified, amended, or assigned, are legally valid, binding and enforceable in accordance with their respective terms, and are in full force and effect; and (ii) to Seller’s knowledge, there are no material defaults (or matters that upon written notice or lapse of time would constitute material defaults) by Seller or by any other party to the Real Estate Leases.

  • Real Estate Collateral The Borrowers shall, and shall cause their respective Subsidiaries to, deliver to the Collateral Agent as soon as practicable and in any event within 90 calendar days after the Incremental Loan Funding Date (or such longer period as the Collateral Agent may agree in its sole discretion), (a) an amendment to each Mortgage encumbering the Mortgaged Properties in form suitable for recording that shall provide such Mortgage remains in full force and effect and continues to secure the Obligations, as amended by this Incremental Amendment, which mortgage amendment shall be in form and substance reasonably acceptable to the Collateral Agent and its counsel in all respects, (b) endorsements to the mortgagee’s title insurance policies reflecting the amendment to the insured Mortgage as well as a date down endorsement in respect of each of the Mortgaged Properties, reflecting that there are no encumbrances affecting the Mortgaged Properties except as permitted under the Credit Agreement, and in each case in form and substance reasonably satisfactory to the Collateral Agent, (c) a customary opinion of local counsel in each jurisdiction in which a Mortgage Property is located for the benefit of the Collateral Agent with respect to the enforceability of the Mortgages as amended, together with such other opinions as the Collateral Agent shall require, and in form and substance reasonably acceptable to the Collateral Agent and (d) such further documents, instruments, acts or agreements as the Collateral Agent may reasonably request to affirm, secure, renew or perfect the liens of the Mortgages as amended. All of the actions referenced above shall be taken, and documents referenced above shall be delivered, at the sole expense of the Borrowers, including any recording charges, taxes, or other associated costs related thereto.

  • Real Estate Assets In order to create in favor of 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 certain Real Estate Assets, Collateral Agent shall have received from Borrower and each applicable Guarantor:

  • Real Estate Matters The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement;

  • Real Estate All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

  • Real Estate Documents With respect to each parcel of real property owned, leased or otherwise held by the Company or any Subsidiary, a duly executed Mortgage providing for a fully perfected Lien, in favor of the Agent, in all right, title and interest of the Company or such Subsidiary in such real property, together with:

  • Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.

  • Additional Material Real Estate Assets (a) Subject to the provisions of Section 5.17(b), in the event that any Loan Party acquires a Real Estate Asset that constitutes a Material Real Estate Asset or a Real Estate Asset owned or leased on the Restatement Date becomes a Material Real Estate Asset as a result of improvements upon such property, and such interest has not otherwise been made subject to the Lien of the Security Documents in favor of the Collateral Agent, for the benefit of Secured Parties, at the time of the acquisition thereof (or within a reasonable time after the completion of the construction of the improvements), such Loan 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 similar to those described in Section 5.11(b) with respect to each such Material Real Estate Asset, that the Collateral Agent 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 Lien in such Material Real Estate Assets; provided, however, that if the Material Real Estate Asset is a Leasehold Property, and the lease with respect to such Leasehold Property requires lessor consent to effectuate a Mortgage, such Loan Party shall use commercially reasonable efforts to obtain such consent, and, in addition, in the case of any Material Real Estate Asset which is a Leasehold Property for which a memorandum of such Leasehold Property is not recorded, such Loan Party shall use commercially reasonable efforts to obtain fully executed and notarized Record Documents for such Leasehold Property, in proper form for recording in all appropriate places in all applicable jurisdictions. The inability of such Loan Party to obtain a landlord’s consent and/or a Record Document following commercially reasonable efforts to do so, and the concurrent inability of such Loan Party to deliver a Mortgage encumbering such Material Real Estate Asset which is a Leasehold Property shall not be deemed to be a failure to satisfy this Section 5.11(a). In addition to the foregoing, in the case of the U.S. Borrower, at the request of the Collateral Agent, deliver, from time to time, to the Collateral Agent 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 and any environmental site assessments or reports that the Administrative Agent or Collateral Agent reasonably request with respect to such Material Real Estate Assets; provided, however, environmental site assessments shall not be required more than once in any twelve (12) month period, unless Collateral Agent has a good faith belief that there is a violation of Environmental Laws or a release of Hazardous Materials at the Real Estate Asset.

  • Permitted Liens Create or suffer to exist any Lien upon any of its Property, except the following (collectively, “Permitted Liens”):

  • Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.

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