Termination of Property Contracts Sample Clauses

Termination of Property Contracts. Prior to the expiration of the Due Diligence Period, Buyer shall notify Seller of any Property Contract which Buyer wishes to retain and assume as of the Closing, in Buyer’s sole and absolute discretion. If Buyer does not provide such notice to Seller, Buyer shall be deemed to have elected to assume all Property contracts.
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Termination of Property Contracts. Seller shall have fifteen (15) days from the Effective Date of this Agreement to notify Buyer of any Property Contracts that cannot be terminated as of the Closing Date (the “Excepted Property Contracts”). Prior to the expiration of the Due Diligence Period, Buyer shall notify Seller of any Property Contract which Buyer wishes to retain and assume as of the Closing. Unless otherwise expressly agreed to by Buyer, all Property Contracts, including without limitation all property management agreements and leasing agreements, (except for the Excepted Property Contracts) shall be terminated by Seller, at Seller’s expense, as of the Closing Date.
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Termination of Property Contracts. Prior to the expiration of the Due Diligence Period, Buyer shall notify Seller of any Property Contract which Buyer wishes to retain and assume as of the Closing, in Buyer’s sole and absolute discretion. Seller shall terminate all other Property Contracts at Seller’s sole cost and expense; provided, however, that if any such Property Contract does not permit Seller to terminate same as of the Closing Date, Buyer shall assume all obligations thereunder until the effective date of the termination, but shall have no liability with regard to events occurring prior to the Closing Date. If Buyer does not provide such notice to Seller, Buyer shall be deemed to have elected to assume all Property contracts.
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Termination of Property Contracts. Unless Purchaser expressly agrees otherwise, Seller shall terminate all Property Contracts that Seller has the right to terminate, at Seller’s expense, as of the Closing Date. Any Property Contracts that Seller has an obligation to continue following the Closing Date shall be assumed by Purchaser at closing. Before Closing, Purchaser shall notify Seller of any Property Contract that Purchaser wishes Seller to retain, and that Purchaser will assume same as of the Closing.
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Termination of Property Contracts. Each Seller shall terminate, effective on the Closing Date, any property management contract and any leasing, listing and commission agreements for its Real Property and all other contracts between such Seller and any affiliate of such Seller that relate to its Property; provided, however, that pursuant to the agreements (the “Remote Hands Agreements”) with an affiliate of the property manager for the provision of so-called “remote hands” services to Tenants at the Properties, the Purchaser shall have the right to utilize such remote hands services during a transition period following the Closing as set forth in the Remote Hands Agreements. Any such remote hands transition services shall be negotiated between the Purchaser and the affiliate of the property manager of the Properties. The Sellers shall assign and the Purchaser shall assume all of the Property Contracts as of Closing except to the extent that any required consent or approval to such assignment and assumption cannot be obtained, in which case such Property Contracts as to which such required consent has not been obtained shall be terminated by the applicable Seller effective at or prior to Closing at the applicable Seller’s expense. The applicable Seller and the Purchaser shall use reasonable efforts to obtain any required consent to the assignment and assumption of a Property Contract, at no unreimbursed out-of-pocket cost to such Seller.
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Termination of Property Contracts. Seller shall also terminate, effective at Closing, all other Property Contracts not assumed by Purchaser as set forth below. Notwithstanding the provisions of the preceding sentence, within 3 Business Days hereof, Purchaser may notify Seller that it wishes to assume certain of the Property Contracts at Closing. Seller agrees to assign such Property Contracts to Purchaser provided that: (i) said Property Contracts are assignable, and (ii) Purchaser assumes all obligations and liabilities of Seller under any assigned Property Contracts from and after the Closing Date.
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Termination of Property Contracts. 7 4. Representations and Warranties of FW Entities............ 8 4.1 Corporate Status; Compliance With Law................. 8 4.2 Authorization, Validity and Effect of Agreements...... 8 4.3 Capitalization........................................ 9 4.4 Subsidiaries.......................................... 10 4.5
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Termination of Property Contracts. Unless otherwise expressly agreed to by Buyer, all Property Contracts shall be terminated by Sellers, at Sellers’ expense, as of the Closing Date.
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Termination of Property Contracts 
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Related to Termination of Property Contracts

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Condition of Property; Condemnation In the case of each Mortgage Loan, except as set forth in an engineering report prepared by an independent engineering consultant in connection with the origination of such Mortgage Loan, the related Mortgaged Property is, to the Seller's knowledge, in good repair and free and clear of any damage that would materially and adversely affect its value as security for such Mortgage Loan (except in any such case where an escrow of funds, letter of credit or insurance coverage exists sufficient to effect the necessary repairs and maintenance). As of the date of origination of the Mortgage Loan, there was no proceeding pending for the condemnation of all or any material part of the related Mortgaged Property. As of the Closing Date, the Seller has not received notice and has no knowledge of any proceeding pending for the condemnation of all or any material portion of the Mortgaged Property securing any Mortgage Loan. As of the date of origination of each Mortgage Loan and, to the Seller's knowledge, as of the date hereof, (a) none of the material improvements on the related Mortgaged Property encroach upon the boundaries and, to the extent in effect at the time of construction, do not encroach upon the building restriction lines of such property, and none of the material improvements on the related Mortgaged Property encroached over any easements, except, in each case, for encroachments that are insured against by the lender's title insurance policy referred to in representation 8 below or that do not materially and adversely affect the Value or current use of such Mortgaged Property and (b) no improvements on adjoining properties encroached upon such Mortgaged Property so as to materially and adversely affect the Value of such Mortgaged Property, except those encroachments that are insured against by the lender's title insurance policy referred to in representation 8 below.

  • 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.

  • Maintenance of Properties and Leases Each Loan Party shall, and shall cause each of its Subsidiaries to, maintain in good repair, working order and condition (ordinary wear and tear excepted) in accordance with the general practice of other businesses of similar character and size, all of those properties useful or necessary to its business, and from time to time, such Loan Party will make or cause to be made all appropriate repairs, renewals or replacements thereof.

  • Property Matters (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;

  • Contracts and Leases (a) Schedule 4.12(a) lists each written contract, license, agreement, or personal property lease which is material to the business or operations of the Purchased Assets, other than any contract, license, agreement or personal property lease which is listed or described on another Schedule, or which is expected to expire or terminate prior to the Closing Date, or which provides for annual payments by Seller after the date hereof of less than $250,000 or payments by Seller after the date hereof of less than $1,000,000 in the aggregate.

  • Title to Properties; Possession Under Leases (a) Such Borrower and each of its Subsidiaries have good and marketable title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.

  • Third Party Contracts From the Effective Date through and including the Closing Date, Seller agrees to enter into only those third-party contracts which are necessary to carry out its obligations under Section 5.2, which shall be on market terms and cancellable on thirty (30) days written notice or less, without payment of any fee or penalty. Copies of all such contracts so entered into by Seller shall be promptly provided by Seller to Purchaser.

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