Terminated Parcels Sample Clauses

Terminated Parcels. If Buyer designates any Parcel as a Terminated Parcel pursuant to and in accordance with the terms of this Agreement, then the following shall apply: (a) the Purchase Price shall be reduced by the amount of Purchase Price allocated to such Terminated Parcel as set forth on Exhibit A, (b) the definition of Property, Real Property, Personal Property, Leases, Contracts and any other definition which contains rights or property which solely relate to such Terminated Parcel shall be deemed revised to exclude the Terminated Parcel and any Lease or Contract solely affecting such Terminated Parcel, (c) Exhibit A (including sub-Exhibits thereto) and any other Exhibits which list out rights or property relating solely to such Terminated Parcel shall be deemed amended to remove such Terminated Parcel; and (d) all of the parties’ rights and obligations with respect to such Terminated Parcel as set forth herein shall terminate, other than any obligations that would otherwise survive any termination of this Agreement, and Seller and Buyer shall otherwise proceed to Closing in accordance with the terms and conditions of this Agreement as to the remaining Property. In the event any Terminated Parcel is currently operating under the Xxxxxxxxx Brand, Seller and Buyer shall use commercially reasonable efforts to negotiate a temporary licensing agreement, if requested by Seller, so as to allow Seller the opportunity to de-flag such Terminated Parcel and/or transition the operation of such Terminated Parcel to another brand operated by Seller. If Buyer designates four (4) or more Parcels as Terminated Parcels under this Agreement in the aggregate, then Buyer and Seller shall each have the right to Terminate this Agreement in its entirety, whereupon the Deposit shall be returned to Buyer. In the event that (x) either party shall elect to Terminate this Agreement pursuant to this Section 4.6 and (y) at least two (2) of the Terminated Parcels designated as such by Buyer pursuant to and accordance with this Agreement have been so designated pursuant to Section 4.3 and/or Section 8.3, then Seller shall also reimburse Buyer for its actual and reasonable out-of-pocket expenses incurred in connection with this Agreement in an amount not to exceed One Million and No/100 Dollars ($1,000,000.00). Purchase Agreement
Sample 1
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Related to Terminated Parcels

  • Tax Parcels Each Mortgaged Property constitutes one or more complete separate tax lots or is subject to an endorsement under the related Title Policy insuring same, or in certain instances an application has been made to the applicable governing authority for creation of separate tax lots, which shall be effective for the next tax year.

  • Termination of Related Party Agreements Except as set forth on Schedule 9.7, all existing agreements between the Company and the Stockholders (and between the Company and entities controlled by the Stockholders) shall have been canceled effective prior to or as of the Consummation Date.

  • Access; Utilities; Separate Tax Parcels Based solely on evaluation of the Title Policy (as defined in paragraph 8) and survey, if any, an engineering report or property condition assessment as described in paragraph 12, applicable local law compliance materials as described in paragraph 26, the Sponsor Diligence (as defined in paragraph 42), and the ESA (as defined in paragraph 43), each Mortgaged Property (a) is located on or adjacent to a public road and has direct legal access to such road, or has permanent access from a recorded easement or right of way permitting ingress and egress to/from a public road, (b) is served by or has access rights to public or private water and sewer (or well and septic) and other utilities necessary for the current use of the Mortgaged Property, all of which are adequate for the current use of the Mortgaged Property, and (c) constitutes one or more separate tax parcels which do not include any property which is not part of the Mortgaged Property or is subject to an endorsement under the related Title Policy insuring the Mortgaged Property, or in certain cases, an application has been made or is required to be made to the applicable governing authority for creation of separate tax parcels (or the Mortgage Loan documents so require such application in the future), in which case the Mortgage Loan requires the Mortgagor to escrow an amount sufficient to pay taxes for the existing tax parcel of which the Mortgaged Property is a part until the separate tax parcels are created.

  • Termination in Connection with Change in Control a. This Agreement terminates if it is not assumed by the successor corporation (or affiliate thereto) upon a Change in Control (as defined below).

  • Separate Lots The Property is comprised of one (1) or more parcels which constitute a separate tax lot or lots and does not constitute a portion of any other tax lot not a part of the Property.

  • Termination in Connection with Change of Control If Executive’s employment is terminated by the Company without Cause or by Executive for Good Reason within sixty (60) days prior to or twelve (12) months following a Change of Control, Executive shall be entitled to receive, in lieu of any severance benefits to which Executive may otherwise be entitled under any severance plan or program of the Company, the benefits provided below:

  • Termination in Connection with a Change in Control a. For purposes of this Agreement, a “

  • Complete Taking 22 (b) Partial Taking..................................................... 22 (c) Award.............................................................. 22 (d) Notices............................................................ 22 24.

  • Termination in Connection with a Change of Control If the Executive’s employment is terminated by the Company other than for Cause or by the Executive for Good Reason during the Effective Period, then the Executive shall be entitled to receive the following from the Company:

  • Prohibited Transactions and Activities None of the Depositor, the Servicer or the Trustee shall sell, dispose of or substitute for any of the Mortgage Loans (except in connection with (i) the foreclosure of a Mortgage Loan, including but not limited to, the acquisition or sale of a Mortgaged Property acquired by deed in lieu of foreclosure, (ii) the bankruptcy of the Trust Fund, (iii) the termination of the Trust Fund pursuant to Article IX of this Agreement, (iv) a substitution pursuant to Article II of this Agreement or (v) a purchase of Mortgage Loans pursuant to Article II or III of this Agreement), nor acquire any assets for any REMIC created hereunder (other than REO Property acquired in respect of a defaulted Mortgage Loan), nor sell or dispose of any investments in the Collection Account or the Distribution Account for gain, nor accept any contributions to any REMIC created hereunder after the Closing Date (other than a Qualified Substitute Mortgage Loan delivered in accordance with Section 2.03), unless it has received an Opinion of Counsel, addressed to the Trustee (at the expense of the party seeking to cause such sale, disposition, substitution, acquisition or contribution but in no event at the expense of the Trustee) that such sale, disposition, substitution, acquisition or contribution will not (a) affect adversely the status of any of any REMIC Regular Interest created hereunder as a REMIC or (b) cause any REMIC Regular Interest created hereunder to be subject to a tax on “prohibited transactions” or “contributions” pursuant to the REMIC Provisions.

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