SPECIAL ASSETS Sample Clauses

SPECIAL ASSETS. (a) Neither Carlyle 14 nor Carlyle 15 will have any interest in any of the Artwork described on EXHIBIT "B" hereto, any benefits therefrom to accrue to Mxxxxxx Partners; provided that if any such artwork shall hereafter be removed from its present location, Mxxxxxx Partners shall promptly replace any Artwork it causes or permits to be removed with other artwork comparable in size and appearance to that so removed, in compliance with any governmental requirements presently in effect and with all requirements in the Permitted Exceptions, Tenant Leases, Loan Documents and Continuing Contracts (as such terms are defined in that certain Agreement Re: Purchase and Sale of Partnership Interests among Mxxxxxx Partners, Carlyle and Cxxxxxx Properties, Inc. dated June 28, 1985) relating to artworks in or around the Building, and shall promptly restore and finish the Property to first-class condition after any such removal. (b) Mxxxxxx Partners shall have the right, on behalf of the Company, to covenant to the City of Los Angeles any and all "Excess Parking Capacity" (as hereinafter defined) in the Off-Site Parking Facility, pursuant to Section 12.26E5 of the Los Angeles Municipal Code, or any successor provision, for the benefit of any third party for the maintenance of off-street parking spaces for the construction, operation or other benefit of any other development projects or structures in the City of Los Angeles and to receive and own any consideration paid by third parties for such Excess Parking Capacity (all gain and income recognized by the Company for income tax purposes due to such consideration being allocated to Mxxxxxx Partners); provided, however, that no person shall be entitled to actually occupy parking spaces within the Off-Site Parking Facility without both obtaining the consent of the Company and paying to the Company the prevailing market rate for comparable parking rights in downtown Los Angeles, to which Carlyle 14 and Carlyle 15 will be entitled in accordance with their Company interests. As used herein, "Excess Parking Capacity" means that number of code compliance automobile parking spaces in the Off- Site Parking Facility equal to the excess, if any, of (a) the total number of code compliance automobile parking spaces in the Off-Site Parking Facility, over (b) the aggregate number of automobile parking spaces covenanted to the City of Los Angeles or otherwise restricted (including restrictions which are to become effective at some future ...
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SPECIAL ASSETS. If any contract, license or permit (the “Special Assets”) may not be hypothecated by its provisions, by virtue of applicable law or without the consent of a third party, the hypothec and security interest created hereby shall be under the suspensive condition of such consent being obtained or such prohibition being waived or removed. Upon such consent being obtained, waived or removed or such legal prohibition ceasing to exist, the hypothec and security interest created hereunder shall automatically apply to such Special Asset without regard to this Section and without the necessity of any further assurance to effect such hypothecation. Unless and until the consent to such hypothecation is obtained as provided above or such legal prohibition ceases to be applicable, the Grantor shall, to the extent it may do so at law or pursuant to the provisions of the Special Assets in question hold all benefit to be derived from such Special Assets for the benefit of the Hypothecary Representative (including, without limitation, the Grantor’s interest in any Special Asset which may be held for the benefit of the Grantor by a third party), as additional security for payment of the Secured Obligations and shall deliver up all such benefit to the Hypothecary Representative, promptly upon demand by the Hypothecary Representative.
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SPECIAL ASSETS. Special Assets means all property other than cash and publicly traded securities held in the Account.
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SPECIAL ASSETS. The Disclosure Schedule sets forth a true and complete list of all Special Assets of each Bank as of January 31, 1997. The Special Assets of each Bank, as of such date, did not exceed (7.0%) of the total assets of such Bank.
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SPECIAL ASSETS. Special Assets means all property to be deposited to the Account listed on Exhibit A hereto.
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SPECIAL ASSETS. On or before December 31, 1997 Domestic Borrower agrees to (i) obtain all consents necessary for a transfer of at least one of the two Special Assets which are owned by Domestic Borrower (such transfer (x) to occur in accordance with the terms of the Ground Lease (and with the consent of the lessor under such Ground Lease) with respect to such Special Asset and (y) shall not have a negative impact on the value of such Special Asset), (ii) transfer such Special Asset to Special Subsidiary, (iii) execute and cause Special Subsidiary to execute, to the extent required by Administrative Agent, a reaffirmation of the Affiliate Guaranty, an amendment to the Domestic Collateral Security Agreement, UCC-1 financing statements and other documents requested by Administrative Agent to ensure that Secured Parties have a first priority lien on the stock of Special Subsidiary and (iv) cause such UCC searches to be performed and provide Administrative Agent such other evidence demonstrating that Special Subsidiary is not indebted to any Person (including Guaranteed Indebtedness), in each case as Administrative Agent shall request; provided, however, if Domestic Borrower is unable to cause all of the foregoing to occur on or before December 31, 1997, Domestic Borrower shall on or prior to December 31, 1997 prepay the Domestic Loan, pursuant to Section 2.3, in an amount equal the sum of the Allocated Loan Amounts for at least one of such Special Assets selected by Domestic Borrower in its sole discretion (a "SPECIAL ASSET EARLY REPAYMENT"), and obtain a Partial Release, pursuant to the provisions of Section 2.4.1, for such Special Asset.
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SPECIAL ASSETS. (a) The Company may not dispose of Special Assets, except as provided in this Article 20. As provided in this Agreement, all profits, losses and distributions related to Special Assets shall be allocated or distributed to the Special Member. (b) Xxxxxxx X. Xxxxxxx, Xxxxx X. Xxxxx and X.X. Xxxxxxx (collectively, the "PURCHASING MEMBERS") shall have the obligation, pro rata in accordance with relative Participating Percentages (jointly but not severally) to make payment on the first business day following each Distribution Date (as defined below) to the Special Member in an amount equal to seventy-five percent (75%) of any distributions made by NTS Realty to the Company that are allocable to the Purchasing Members' Class A Interests (the "DISTRIBUTION AMOUNT"), and a number of Special Assets (the "PURCHASED ASSETS") equal to a fraction, the number of which is the Distribution Amount and the denominator of which is the Deemed Value (as defined below) of a single Unit, shall cease to be Special Assets. If any Special Assets remain on the two-year anniversary of the first Distribution Date (the "SECOND ANNIVERSARY DATE"), the Purchasing Members shall be required to make payment to the Special Member in an amount equal to the number of remaining Special Assets multiplied by the Deemed Value, and the remaining Special Assets shall cease to be Special Assets. The Special Member shall have no rights with respect to Purchased Assets once they cease to be Special Assets, and the Manager shall make appropriate adjustments to the number of Class A Interests and the Participating Percentages of the Purchasing Members based on the number of Units that cease to be Special Assets (and allocated among the Purchasing Members based on relative amount paid). For purposes of this paragraph 20.2(b), (i) the "DEEMED VALUE" of a single Unit shall mean one hundred fifteen percent (115%) of the average closing price of a single Unit on any nationally recognized exchange or interdealer quotation system on which the Units are then listed or included for quotation for the 30-day period prior to the date of sale (or if there is no trading on a particular day, then closing price shall equal the closing price on the last day on which trading occurred); and (ii) "DISTRIBUTION DATE" shall mean a date on which NTS Realty makes a distribution to its partners. Once the Company no longer holds Special Assets pursuant to the transactions contemplated by this paragraph 20.2(b), the Special Member...
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Related to SPECIAL ASSETS

  • Financial Assets It will promptly credit each item of property (whether cash, investment property, security, instrument or other financial asset) delivered to the Financial Institution under the Indenture to the Collateral Account and treat each item of property as a “financial asset” (within the meaning of Section 8-102(a)(9) of the UCC); and

  • Investment Property Except to the extent otherwise provided in Article II, if any Grantor shall at any time hold or acquire any certificated securities, such Grantor shall forthwith endorse, assign and deliver the same to the Notes Collateral Agent for the benefit of the Secured Parties, accompanied by such instruments of transfer or assignment duly executed in blank as the Notes Collateral Agent may from time to time reasonably request. If any securities now or hereafter acquired by any Grantor are uncertificated and are issued to such Grantor or its nominee directly by the issuer thereof, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default such Grantor shall promptly notify the Notes Collateral Agent thereof and, at the Notes Collateral Agent’s reasonable request, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent, either (i) cause the issuer to agree to comply with instructions from the Notes Collateral Agent as to such securities, without further consent of any Grantor or such nominee, or (ii) arrange for the Notes Collateral Agent to become the registered owner of the securities. If any securities, whether certificated or uncertificated, or other investment property are held by any Grantor or its nominee through a securities intermediary or commodity intermediary, upon the Notes Collateral Agent’s request and following the occurrence of an Event of Default, such Grantor shall immediately notify the Notes Collateral Agent thereof and at the Notes Collateral Agent’s request and option, pursuant to an agreement in form and substance reasonably satisfactory to the Notes Collateral Agent shall either (i) cause such securities intermediary or (as the case may be) commodity intermediary to agree to comply with entitlement orders or other instructions from the Notes Collateral Agent to such securities intermediary as to such security entitlements, or (as the case may be) to apply any value distributed on account of any commodity contract as directed by the Notes Collateral Agent to such commodity intermediary, in each case without further consent of any Grantor or such nominee, or (ii) in the case of financial assets or other Investment Property held through a securities intermediary, arrange for the Notes Collateral Agent to become the entitlement holder with respect to such Investment Property, with the Grantor being permitted, only with the consent of the Notes Collateral Agent, to exercise rights to withdraw or otherwise deal with such Investment Property. The Notes Collateral Agent agrees with each of the Grantors that the Notes Collateral Agent shall not give any such entitlement orders or instructions or directions to any such issuer, securities intermediary or commodity intermediary, and shall not withhold its consent to the exercise of any withdrawal or dealing rights by any Grantor, unless an Event of Default has occurred and is continuing. The provisions of this paragraph shall not apply to any financial assets credited to a securities account for which the Notes Collateral Agent is the securities intermediary.

  • Special Assessments Sellers shall pay all special assessments which are a lien on the Real Estate as of the date of this contract. All other special assessments shall be paid by Xxxxxx.

  • General Assets All amounts credited in respect of the RSUs to the book-entry account under this Agreement shall continue for all purposes to be part of the general assets of the Company. The Participant’s interest in such account shall make the Participant only a general, unsecured creditor of the Company.

  • Special Assessment Liens Certified, confirmed, and ratified special assessment liens as of the Closing will be paid by the Seller. If a certified, confirmed, and ratified special assessment is payable in installments, the Seller will pay all installments due and payable on or before the Closing, with any installment for any period extending beyond the Closing prorated, and the Buyer will assume all installments that become due and payable after the Closing. The Buyer shall be responsible for all assessments of any kind which become due and owing after the Closing, unless an improvement is substantially completed as of the Closing. If an improvement is substantially completed as of the Closing but has not resulted in a lien before Closing, the Seller will pay an amount of the last estimate of the assessment. This subsection applies to special assessment liens imposed by a public body and does not apply to condominium association special assessments.

  • Securities Account All Permitted Investments have been and will be credited to a Securities Account. The securities intermediary for each Securities Account has agreed to treat all assets credited to the Securities Accounts as “financial assets” within the meaning of the applicable UCC.

  • Special Accounts For the purposes of this Schedule:

  • “Financial Assets” Election The Financial Institution hereby agrees that each item of property (whether investment property, financial asset, security, instrument, general intangible or cash) credited to a Collateral Account to the extent that it constitutes a securities account shall be treated as a “financial asset” within the meaning of Section 8-102(a)(9) of the UCC.

  • Special Account For the purposes of this Schedule:

  • Material Assets The financial statements of the Acquiror Company set forth in the SEC Documents reflect the material properties and assets (real and personal) owned or leased by the Acquiror Company.

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