Real Property Matters Sample Clauses

Real Property Matters. The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property owned or acquired by a Credit Party after the Closing Date with a fair market value greater than $5,000,000, to the extent that such parcel of Real Property becomes subject to a Mortgage pursuant to Section 6.09(a) above, within 30 days after such parcel of Real Property becomes subject to a Mortgage, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and reasonably satisfactory in form and substance to the Administrative Agent; (iii) available copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such real Property; (iv) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (v) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in final form by any Credit Party during the five year period prior to...

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.

Real Property Matters. (a) Sellers and Purchaser acknowledge that certain real properties (the “Subdivision Properties”) may need to be subdivided or otherwise legally partitioned in accordance with applicable Law (a “Required Subdivision”) so as to permit the affected Owned Real Property to be conveyed to Purchaser separate and apart from adjacent Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule contains a list of the Subdivision Properties that was determined based on the current list of Excluded Real Property. Section 6.27 of the Sellers’ Disclosure Schedule may be updated at any time prior to the Closing to either (i) add additional Subdivision Properties or (ii) remove any Subdivision Properties, which have been determined to not require a Required Subdivision or for which a Required Subdivision has been obtained. Purchaser shall pay for all costs incurred to complete all Required Subdivisions. Sellers shall cooperate in good faith with Purchaser in connection with the completion with all Required Subdivisions, including executing all required applications or other similar documents with Governmental Authorities. To the extent that any Required Subdivision for a Subdivision Property is not completed prior to Closing, then at Closing, Sellers shall lease to Purchaser only that portion of such Subdivision Property that constitutes Owned Real Property pursuant to the Master Lease Agreement (Subdivision Properties) substantially in the form attached hereto as Exhibit L (the “Subdivision Master Lease”). Upon completion of a Required Subdivision affecting an Owned Real Property that is subject to the Subdivision Master Lease, the Subdivision Master Lease shall be terminated as to such Owned Real Property and such Owned Real Property shall be conveyed to Purchaser by Quitclaim Deed for One Dollar ($1.00) in stated consideration. (b) Sellers and Purchaser acknowledge that the Saginaw Nodular Iron facility in Saginaw, Michigan (the “Saginaw Nodular Iron Land”) contains a wastewater treatment facility (the “Existing Saginaw Wastewater Facility”) and a landfill (the “Saginaw Landfill”) that currently serve the Owned Real Property commonly known as the GMPT - Saginaw Metal Casting facility (the “Saginaw Metal Casting Land”). The Saginaw Nodular Iron Land has been designated as an Excluded Real Property under Section 2.2(b)(v) of the Sellers’ Disclosure Schedule. At the Closing (or within sixty (60) days after the Closing with respect to the Saginaw Landfill), Se...

Real Property Matters. Except as could not reasonably be expected to have a Material Adverse Effect: (a) each Loan Party and each Significant Subsidiary has, or is in the process of procuring, for the real property which it owns or uses, such authorizations, consents, approvals, licenses and permissions (collectively, “Consents”) that such Loan Party or such Significant Subsidiary believes or has been advised by counsel to be now necessary for it to own, hold, develop, use or operate such real property in its current or intended manner, all in material compliance with applicable laws and regulations, and (b) no Loan Party nor any Significant Subsidiary has received any notice that any such Consent is necessary which has not been obtained, or is in the process of being obtained, other than applications for the same that have been or will be timely filed and are being or will be diligently pursued with the appropriate governmental authorities and agencies.

Real Property Matters. (a) At its option and expense, following the date of this Agreement 1st Financial may cause to be conducted (i) a title examination, physical survey, zoning compliance review, and structural inspection of any or all of the AB&T Real Property and improvements thereon (collectively, the “Property Examination”), and (ii) site inspections, environmental assessments, historic reviews, and regulatory analyses of any or all of the AB&T Real Property, together with such other studies, testing and intrusive sampling and analyses as 1st Financial shall deem necessary or desirable (collectively, the “Environmental Survey”); provided, however, that any investigations or reviews conducted by or on behalf of 1st Financial shall be performed in such a manner as will no interfere unreasonably with AB&T’s and Alliance’s normal operations. If, in the course of the Property Examination or Environmental Survey, 1st Financial identifies one or more “Material Defects” (as defined below), 1st Financial will give prompt written notice thereof to AB&T describing the facts or conditions constituting each such Material Defect. (b) For purposes of this Agreement, a “Material Defect” shall include: (i) the existence of any lien (other than the lien of real property taxes not yet due and payable), encumbrance, title imperfection or title irregularity relating to any of the Real Property, including without limitation the existence of any facts or circumstances that adversely affect any of either AB&T’s or Alliance’s ability to enforce any Lease Agreement or its rights in any leasehold interest thereunder; (ii) the existence of any zoning restriction, easement, covenant or other restriction, or the existence of any facts or conditions that constitute a breach of representations and warranties contained in Paragraph 2.15 or 2.20, relating or with respect to any of the AB&T Real Property, in either such case that 1st Financial reasonably believes will materially and adversely affect its use of that Real Property for the purpose for which and in the manner in which it currently is used or the value or marketability of that AB&T Real Property; (iii) the existence of any structural defects or conditions of disrepair in the improvements on any parcel of the AB&T Real Property (including any equipment, fixtures or other components related thereto); or (iv) the existence of facts or circumstances relating to any of the AB&T Real Property and indicating that (A) there likely has been a discharge,...

Real Property Matters. (a) Other than Permitted Encumbrances, Shoreline (i) is the absolute legal and beneficial owner of the Purchased Assets, (ii) is or will be the registered owner of the Properties as at the Closing Date and (iii) holds either freehold title, leases, concessions, claims, options or participating interests or other conventional property or proprietary interests or rights, recognized in the jurisdiction in which each Property is located (collectively, "Property Rights"), in respect of the Mineral Rights located in each Property, under valid, subsisting and enforceable title documents or other recognized and enforceable agreements or instruments, sufficient to permit Shoreline to explore, develop or mine (as the case may be) mineral deposits relating thereto and, except for Permitted Encumbrances, Shoreline holds an interest in each Property free and clear of any Encumbrances. (b) To Shoreline's knowledge, except as disclosed in Schedule "H" under the heading "Royalties", there are no royalty or similar obligations in place with respect to the Properties. (c) To Shoreline's knowledge, all rentals, royalties, overriding royalty interests, production payments, net profits, interest burdens, payments and obligations due and payable, or performable, as the case may be, with respect to, or on account of, the Properties, have been: (i) duly paid; (ii) duly performed; or (iii) provided for. (d) To Shoreline’s knowledge, there are no back-in rights, earn-in rights, rights of first refusal or similar provisions or rights which would affect Shoreline's interest in the Properties or any of the Property Rights. (e) To Shoreline's knowledge, all of the Property Rights have been properly located and recorded in material compliance with applicable Law and are comprised of valid and subsisting mineral claims in all material respects. (f) To Shoreline’s knowledge, the Property Rights are in good standing under Law and, all work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made. (g) To Shoreline’s knowledge, there is no material adverse claim, existing or threatened, against or challenge to the title to or ownership of any of the Property Rights, Mineral Rights, Authorizations including any asserted aboriginal title or other rights from First Nations, Métis, tribal or native authorities, commun...

Real Property Matters. Each Borrower agrees that, so long as any Credit Exposure exists:

Real Property Matters. At its option and expense, Buyer may cause to be conducted: (i) a title examination, physical survey, zoning compliance review, and structural inspection of the real property and improvements thereon that is used by any of the Company or its Subsidiaries as a banking or administrative office (collectively, the “Property Examination”); and (ii) site inspections, historic reviews, regulatory analyses, and environmental investigations and assessments of the real property as Buyer shall deem necessary or desirable (collectively, the “Environmental Survey”). The Environmental Survey may include, but shall not be limited to: (i) Buyer’s right to perform a Phase I Environmental Site Assessment (pursuant to ASTM Standard E 1527-05) in connection with any businesses or properties of any of the Company or its Subsidiaries, (ii) Buyer’s right to perform or to conduct any other environmental investigations, inspections, assessments, site reconnaissance, or site visits, or environmental sampling, testing, analysis, or monitoring activities, in connection with any businesses or properties of any of the Company or its Subsidiaries, and (iii) Buyer’s right to request and to obtain from any of the Company or its Subsidiaries any information or documents, including, but not limited to, environmental reports and regulatory agency correspondence, in any such entity’s possession or control relating to the matters described in this Section 5.24. In order to perform or to conduct any such investigation(s) described in this Section 5.24, the Company and each of its Subsidiaries shall grant Buyer the right to gain reasonable access to any businesses and properties of any such entity. Should Buyer elect to complete an Environmental Survey of any real property, it shall notify the Company or Company Bank before commencing the Environmental Survey and shall make reasonable efforts to coordinate the Environmental Survey with the Company and Company Bank.

Real Property Matters. (a) Seller agrees to deliver to Purchaser, as soon as reasonably possible after the execution of this Agreement, not to exceed ten (10) Business Days from the date of this Agreement, copies of all (i) title information in possession of Seller, including, but not limited to, title insurance policies, attorneys' opinions on title, surveys, covenants, deeds, notes and mortgages and easements relating to the Real Property, and (ii) reports, surveys, notices, correspondence or other information known to Seller and reasonably retrievable by Seller, or in Seller's possession, which relate to the environmental condition of the Real Property or existing or potential violations of laws or regulations relating to the environment. Such delivery shall constitute no warranty by Seller as to the accuracy or completeness thereof or that Purchaser is entitled to rely thereon. (b) At its option and expense, Purchaser may cause to be conducted within forty-five (45) calendar days after the date of this Agreement (the "Study Period") (i) a title examination, physical survey, zoning compliance review, and structural inspection of the Real Property and Improvements thereon (the "Property Examination") and (ii) site inspections, regulatory analyses, and Phase 1 environmental assessments of the Real Property, together with such other studies and analyses as Purchaser shall deem necessary or desirable (collectively, the "Environmental Survey"); provided, however, that, without the prior written consent of Seller, Purchaser shall not conduct any soil, surface water or ground water sampling ("Intrusive Testing"). (c) If in the course of the Property Examination or Environmental Survey Purchaser discovers a "Material Defect" (as defined in Subsection (d) below) with respect to the Real Property, Purchaser will give prompt written notice thereof to Seller (but in any event prior to 5:00 p.m. on the last day of the Study Period) describing the facts or conditions constituting the Material Defect and the measures which Purchaser reasonably believes are necessary to correct such Material Defect. If Purchaser fails to give such written notice of a Material Defect to Seller within the Study Period, Purchaser shall be deemed to have waived the right to assert the existence of any Material Defect for which notice was not so provided. If Purchaser provides Seller with written notice of a Material Defect within the Study Period, Seller and Purchaser shall promptly discuss and seek to reach agr...

Real Property Matters. Except as represented and warranted under Section 4(j), with respect to any and all real property interests owned by any Acquired Company on the Effective Time, the Buyer shall, and shall cause its applicable Affiliates to (i) waive any and all rights of substitution and subrogation in and to any covenants and warranties (whether arising under title documents, contracts, laws or otherwise) providing title claims against the Seller and any of its Affiliates that is a predecessor in title of any Acquired Company and (ii) release, forgive and otherwise discharge and otherwise not pursue any claim, right or other cause of action in favor of it or its Affiliates against the Seller or any of its Affiliates to the extent same relates to title to any such real property interests.