Sale of the Properties. (a) If the Non-Initiating Member (i) elects not to purchase the applicable Property(ies), (ii) fails to deliver timely an Initial Acceptance Notice to the Initiating Member together with the Initial Forced Sale Deposit on or before the expiration of the Initial Acceptance Period (time being of the essence) or (iii) fails to deliver timely a Second Acceptance Notice to the Initiating Member together with the Second Forced Sale Deposit on or before the expiration of the Second Acceptance Period (time being of the essence), then the NorthStar Member shall, notwithstanding anything to the contrary contained in this Agreement, be authorized to act for and on behalf of the Venture, without any further consent of any other Member, for purposes of executing, in the name of the Venture, any documents or instruments which the NorthStar Member deems necessary or appropriate to implement the sale of the applicable Property(ies) pursuant to this Section 10.03. The NorthStar Member shall consult with and keep the TFG Member closely informed of matters relating to the sale of the applicable Property(ies), including, without limitation, circulating to the TFG Member drafts of the contract(s) of sale and any written comments thereon made by the proposed purchaser(s). Within 30 days after the expiration of the Acceptance Period, the NorthStar Member shall cause the Venture to engage one or more Independent Sales Agent(s) selected by the NorthStar Member to market the applicable Property(ies) for sale, for a period (“Marketing Period”) of up to 180 days (which 180-day period shall commence following such 30-day period), in a manner designed to achieve the highest net cash sales price to the Venture (taking into account any difference in cost to the Venture of prepaying or defeasing any existing Mortgage Loan versus an assumption of any such Mortgage Loan by a proposed buyer) and seek to cause the Venture to enter into one or more Valid Contracts within the Marketing Period. The applicable Property(ies) may be marketed and sold to one or more unaffiliated third party purchasers either as a single Portfolio, in sub‑portfolios of fewer than all of the applicable Property(ies) or on an individual Property-by-Property basis, as the NorthStar Member determines in the exercise of its good faith business judgment is most likely to maximize the aggregate sales price for the applicable Property(ies) realized by the Venture. The commission to be paid to the Independent Sales Agent(s) s...
Sale of the Properties. On August 22, 2007, on request of the Worker’s Compensation Agency, the circuit court appointed Xxxxx as receiver of XxxXxxxxx’x’ business and property. In March 2008, Xxxxx sought permission to sell XxxXxxxxx’x property on Oak Industrial Drive in Grand Rapids. The circuit court granted him permission to sell the property free and clear of mortgages, liens, and other encumbrances, but required him to pay “all outstanding property tax liabilities.” Xxxxx sold the property, and paid the property’s unpaid property taxes, interest, and penalties out of the proceeds of the sale. In March 2011, Xxxxx sought permission to sell XxxXxxxxx’x 44th Street property. The circuit court’s order permitted him to sell the property free and clear of mortgages, liens, and other encumbrances, but required him to pay the property’s “real property taxes” and to escrow “statutory interest, fees and penalties.” Xxxxx sold the property in compliance with the order. 1 MCL 207.551 et seq.
Sale of the Properties. Subject to the terms of the Addendum attached hereto, Buyer agrees to purchase and accept from Sellers, and Sellers agree to sell, convey and assign to Buyer, all of the Properties on the terms and subject to the conditions set forth herein.
Sale of the Properties. Buyer agrees to purchase and accept from Sellers, and Sellers agree to sell, convey and assign to Buyer, all of the Properties on the terms and subject to the conditions set forth herein.
Sale of the Properties. The Members hereby acknowledge, consent, and agree that in the event the Company has not sold the Properties within seven (7) years of the date of closing on the Properties, then the Company shall sell such Property or Properties subject to the Management Agreement, which shall remain in full force and effect provided that the Property Manager is not in default thereunder, and the profits derived from such sale or sales shall be distributed to the Members in accordance with Section 5.2 hereof. Notwithstanding the foregoing, the Company may extend such period with the Approval of the Members.
Sale of the Properties. Pursuant to Seller’s offer, Seller agrees to sell the Properties to Buyer, and Buyer agrees to purchase them from Seller, for the consideration recited in and subject to the terms of this Agreement, as follows:
(a) All of Seller’s right, title and interest in and to the Properties.
Sale of the Properties. 12.3.1 If the Authority sells or otherwise disposes of all or part of the Properties, it will do so subject to the provisions of this Lease, unless the Authority and the Lessee agree otherwise in writing.
Sale of the Properties. With the prior written consent of Lender, which may be given or withheld in Lender's sole discretion, Borrowers may simultaneously sell all (but not less than all) of the Properties provided that the purchaser assumes in writing all of the obligations of Borrowers under the Loan Documents; and provided further that (i) no Default or Event of Default shall have occurred; and (ii) Lender shall have received from Borrowers (A) such legal opinions with respect to enforceability, authorization and such other matters as Lender may reasonably request, (B) title insurance policies or endorsements as may be reasonably required by Lender to assure the validity and priority of the Liens of the Mortgages and (C) an assumption fee equal to 1% of the unpaid Principal being assumed together with all expenses incurred by the Lender in connection with such Special Transfer.
Sale of the Properties. 1.1 Seller agrees to sell and convey to Purchaser, and Purchaser agrees to purchase from Seller, at the price and upon the terms and conditions set forth in this Agreement:
(a) all those certain plots, pieces and parcels of land located in Princeton, Plainsboro Township, Middlesex County, New Jersey, more particularly described in Schedule 1-A annexed hereto (collectively, the “100 College Road Land”), together with all buildings and other improvements situated on such land (collectively, the “100 College Road Building” and, together with the 100 Xxxxxxx Xxxx Land, the “100 Xxxxxxx Xxxx Premises”);
(b) all those certain plots, pieces and parcels of land located in Princeton, Plainsboro Township, Middlesex County, New Jersey, more particularly described in Schedule 1-B annexed hereto (collectively, the “150 College Road Land”), together with all buildings and other improvements situated on such land (collectively, the “150 College Road Building” and, together with the 100 Xxxxxxx Xxxx Land, the “100 Xxxxxxx Xxxx Premises”);
(c) all easements, burdens, rights of way, reservations, privileges, appurtenances, encumbrances and other estates and rights of Seller pertaining to the 100 Xxxxxxx Xxxx Premises (collectively, the “100 Xxxxxxx Xxxx Easements”) and/or the 100 Xxxxxxx Xxxx Premises (collectively, the “100 Xxxxxxx Xxxx Easements” and, together with the 100 Xxxxxxx Xxxx Easements, the “Included Easements”);
(d) all right, title and interest of Seller, if any, in and to all fixtures, machinery, equipment, supplies and other articles of personal property attached or appurtenant to the 100 Xxxxxxx Xxxx Premises and/or the 100 Xxxxxxx Xxxx Premises and/or used in connection with either or both thereof (collectively, the “Personal Property”, and respectively, the “100 Xxxxxxx Xxxx Personal Property” and the “100 Xxxxxxx Xxxx Personal Property”), which Personal Property, however, shall be subject to depletions, replacements and additions in the ordinary course of business and shall exclude any personal property owned by Seller’s property manager and/or located within Suite 150 of the 100 Xxxxxxx Xxxx Building (an inventory of the fixtures, furnishings and equipment included in the Personal Property, subject to depletions, replacements and additions as hereinbefore set forth, is reproduced as an exhibit to the form of bxxx of sale attached to this Agreement as Exhibit E hereto);
(e) all right, title and interest of Seller, if any, in and to the trade names and ot...
Sale of the Properties. Any sale of the Properties is subject to court approval of the Bankruptcy Court and this Confidentiality Agreement/ Release is subject to any bid procedures approved by the Bankruptcy Court in connection with the sale of the Properties.
a. XXXXX agrees that the SELLER has no obligation to accept any proposal for the Properties submitted by BUYER, and the SELLER is free to solicit proposals and enter into negotiations for the sale of the Properties with other third parties, or withdraw the Properties from the market and not sell the Properties.
b. If the SELLER enters into an agreement for the sale of the Properties with BUYER or any of BUYER's affiliates, BUYER agrees that BUYER will (i) pay for any and all broker and finder fees associated with any sale of the Business to BUYER or any of BUYER's affiliates and (ii) indemnify, defend and hold the SELLER harmless from any loss, liability, damage, cost or expense (including, without limitation, reasonable attorneys' fees) by reason of any claim to any broker or finder fees associated with any sale of the Business to BUYER or any of BUYER's affiliates.
c. The SELLER will pay a real estate commission to Beau Box Commercial Real Estate subject to a separate agreement.
d. In the event BUYER has engaged a BUYER’S BROKER or SALES PERSON/AGENT in connection with the purchase of the Properties who is a signatory below to this Agreement , SELLER will pay the Buyer Broker or Sales person/Agent a commission equal to ONE PERCENT (1%) of the sale price to Buyer in the event of a closing of the sale of the Properties to the Buyer , but solely from the proceeds of the sale of the Property.
