Terms of Conveyance. The Conveyance shall contain a special warranty of title and be made free and clear of all Liens (including the Lien identified in clause (c) of the definition of Permitted Encumbrances), but shall otherwise be made subject to the existence of the Permitted Encumbrances. The Conveyance also shall expressly be made subject to the terms of the Full Settlement, Release, and Indemnity Agreement, the Amended Eagleford-Stratex JDA, this Agreement, and the Operating Agreement. The Conveyance shall also provide for the assumption by Participant, and the agreement of Participant to pay, perform, and discharge, all Liabilities arising out of or relating to the interest in the Development Area conveyed to Participant pursuant thereto, effective as of the effective date of the Conveyance.
Terms of Conveyance. Upon the purchase of the Facility or the Site, as applicable, by the Lessee, including pursuant to Article V or Article XIV:
(a) the Lease Term shall end, and the obligations of the Lessee hereunder (other than any obligations expressed herein as surviving the termination of this Lease) shall terminate as of the date of such purchase, and
(b) the Lessor shall execute and deliver to Lessee, in recordable form and in accordance with local custom and free and clear of the Lessor Liens (and the Liens of the Mortgage), a grant deed and xxxx of sale, and shall thereby convey the Facility or the Site, as applicable, to the Lessee (or its designee), and all rights, title and interest of the Lessor in and to the Net Proceeds (if any) applicable to the Facility, with a warranty against the Lessor's own acts and that the Lessor is conveying all that it received upon purchase thereof prior to the date of such conveyance and otherwise "as is" without additional representation or warranty, but subject to any Liens created pursuant to Section 8 or otherwise requested by or expressly consented to by the Lessee.
Terms of Conveyance. (a) The Conveyance shall be in the nature of a grant deed to Purchaser in which Owner shall deliver one or more deeds, bills of sale, or other instruments of transfer without recourse or warranty of any kind or nature.
(b) The Property will be conveyed to Purchaser in AS IS CONDITION, WITH ALL FAULTS, and without representations or warranties of any kind or nature as to the condition of the Property, except as may otherwise be set forth in the purchase agreement.
(c) There shall be no partial transfer and that, upon consummation of the Conveyance, Owner shall be fully divested of any and all right, title or interest in and to the Property.
(d) Upon Purchaser’s delivery of the Exercise Notice, Owner shall deliver to Purchaser a purchase agreement for the Property, and the parties shall negotiate in good faith towards a mutually satisfactory purchase agreement in form and substance satisfactory to Owner and Purchaser and their counsel subject to the terms and conditions of this Agreement. The purchase agreement shall permit Purchaser to conduct physical inspections of the Property and conduct due diligence related to the purchase of the Property, including without limitation its value and physical and environmental condition, and shall provide Purchaser a due diligence approval period of not less than sixty (60) days after the date of the purchase agreement. The purchase agreement shall provide for Owner to deliver to Purchaser copies of all plans, studies, records, reports, governmental notices and approvals, and other written materials related to the use, occupancy or condition of the Property that Owner has in its possession, including without limitation environmental, structural, mechanical, engineering and land surveys. Purchaser shall provide Owner with comments to the form of purchase agreement within fifteen (15) business days of its receipt thereof, and Owner and Purchaser shall use good faith efforts to negotiate, draft and execute a mutually acceptable purchase agreement as soon as practicable thereafter. The purchase agreement shall provide for closing for the conveyance to Purchaser of good and marketable title to the Property at the Sales Price within the time set forth in Section 8(a) hereof.
Terms of Conveyance. (a) The Conveyance shall be in the nature of a grant deed to Purchaser in which Owner shall deliver one or more deeds, bills of sale, or other instruments of transfer without recourse or warranty of any kind or nature.
(b) The Property will be conveyed to Purchaser in AS IS CONDITION, WITH ALL FAULTS, and without representations or warranties of any kind or nature as to the condition of the Property.
(c) There shall be no partial transfer and that, upon consummation of the Conveyance, Owner shall be fully divested of any and all right, title or interest in and to the Property.
Terms of Conveyance. The Company shall transfer and convey to Spinco and its successors and assigns, and Spinco or its successor-in-interest will acquire from the Company, the QPRC Shares (the "QPRC SHARE TRANSFER") pursuant to and in accordance with the representations, warranties, terms and conditions set forth in the QPRC Stock Transfer Agreement attached as Exhibit E hereto (the "QPRC STOCK TRANSFER AGREEMENT") and in accordance with the following representations, warranties, and covenants:
(i) The QPRC Share Transfer shall occur pursuant to and in accordance with Section 9.B(ii) of the Shrewsbury Mortgage and Section 9.B(ii) of the Louisville Deed of Trust (collectively the "ONE TIME RIGHT PROVISIONS"). In this regard, the parties hereto will execute a Consent Letter Agreement with the Trustee and its agent in substantially the form attached hereto as Schedule 1.1(a)(i) (the "BANK ACKNOWLEDGEMENT"). The Company and QPRC hereby represent and warrant to Spinco that, as of the Separation Date, no event of default exists under the provisions of the CS First Boston Liens and no circumstances exist that, with the passage of time , the giving of notice, or both, would constitute a default thereunder.
(ii) The parties acknowledge that, although they desire to transfer the capital stock of QPRC from the Company to Insula on April 2, 2001 (concurrently with the transfer of the other assets of the HDD business to Insula) and are not legally prohibited from transferring said capital stock, they also desire to conform the QPRC Stock Transfer to the One Time Right Provisions in order to avoid any possibility of the imposition of a large pre-payment penalty under the CS First Boston Loan as a consequence of such transfer. Accordingly, the parties have agreed as follows with respect to the execution and delivery of the QPRC Stock Transfer Agreement: (i) the QPRC Stock Transfer Agreement will be executed as of the Separation Date by the Company, Spinco and Maxtor and delivered to Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx X.X. (in the case of the Company's executed QPRC Stock Transfer Agreement) and Gray Xxxy Xxxx & Xreidenrich LLP (in the case of Spinco's and Maxtor's executed Stock Transfer Agreement), to be held by them pending receipt of the Bank Acknowledgement, (ii) upon receipt of the Bank Acknowledgement, Wilsxx Xxxxxxx Xxxxxxxx & Xosaxx XX and Gray Xxxy Xxxx Xxxidenrich LLP shall exchange the executed copies of the QPRC Stock Transfer Agreement, which shall, thereupon, be deemed effective ...
Terms of Conveyance. Upon the purchase of Lessor's Interests by Lessee, including pursuant to Article V or Article XIV:
(a) subject to the terms of Section 8.8 of the Participation Agreement, the Lease Term shall end, and the obligations of Lessee hereunder (other than any obligations expressed herein as surviving the termination of this Lease) shall terminate as of the date of such purchase, and
(b) Lessor shall convey to Lessee (or its designee) Lessor's Interests and all rights, title and interest of Lessor in and to the Net Proceeds (if any), with a warranty against Lessor's own acts and otherwise "as is", except specifically, free and clear of all Lessor Liens attributable to it (and, except as may be provided for in Section 8.8 of the Participation Agreement, the Lien of the Mortgage), but subject to any Liens created pursuant to Section 9.8 or otherwise requested by or expressly consented to by Lessee.
Terms of Conveyance. UPON PURCHASE 6 4. SURVIVAL AND TERMINATION OF THE RIGHTS AND OBLIGATIONS OF NAI AND BNPLC 7 (A) Status of this Agreement Generally...................................................7 (B) [Intentionally deleted.].............................................................8 (C) [Intentionally deleted.].............................................................8 (D) Automatic Termination of NAI's Rights................................................8 (E) Termination of NAI's Extended Remarketing Rights to Permit a Sale by BNPLC...........8 (F) Payment Only to BNPLC................................................................8 (G) Remedies Under the Other Operative Documents.........................................8 (H) Occupancy by NAI Prior to Closing of a Sale..........................................
Terms of Conveyance. 6.1. Title; Liens 6.2. “As Is, Where Is” Transaction 6.3. Buyer Acknowledgement 26 6.4. Risk of Loss 6.5. Regulatory Treatment 6.6. Ownership Obligations 28 6.7. Relationship of Parties 29 Execution Version - Confidential 6.8. Claims Management 30
Terms of Conveyance. This animal and/or any offspring of this animal, whether accidentally or deliberately produced shall not be given, sold, leased or consigned to any commercial pet shop or retail store; nor to any wholesale dog breeding kennel or any person employed by or engaged in such business nor to any institution on individual using animals for any type of experimentation, exploitation or research; nor to any group or person for use as a prize, bonus or incentive.
Terms of Conveyance. Seller shall convey or cause to be conveyed, all of Seller’s right, title and interest, if any, in the premises described in Exhibit A to Buyer by quitclaim deed(s) properly invoking section 8(d) of the National Trails System Act, 16 U.S.C. § 1247(d) subject to all rights, easements and reservations in place or of record and in accordance with the other terms, conditions and reservations contained herein. In the even Seller’s description of the premises as used in the deed(s) is not acceptable to Buyer, Buyer shall so advice Seller of their objections to said description and within fifteen (15) days thereof, Buyer shall, at its expense, arrange for a survey of the premises to be furnished to the Seller.
