TRANSFER OF PROPERTY; CONSIDERATION Sample Clauses

TRANSFER OF PROPERTY; CONSIDERATION. Section 3.01. (a) On September 10, 1999 or such other date as the parties may agree (the "STAGE I CLOSING DATE")(provided the RMOP Contributors shall use commercially reasonable efforts to close prior to September 10, 1999 if the RMOP Contributors receive five (5) Business Days prior written notice from the Partnership that it desires to close earlier than September 10, 1999 but in no event shall the Stage I Closing Date occur earlier than August 26, 1999), the RMOP Contributors shall contribute and transfer to the Partnership or the REIT, as applicable, and the Partnership and the REIT, as applicable, shall accept from the RMOP Contributors, subject to and in accordance with the terms, provisions, covenants and conditions set forth in this Agreement, all of the existing partnership interests in RMOP, and in consideration of such contribution the Partnership and the REIT agree to deliver, or cause to be delivered, the Stage I Consideration (as hereinafter defined) to the RMOP Contributors. For purposes of this Agreement, the "STAGE I CONSIDERATION" to be paid by the Partnership and the REIT to the RMOP Contributors for their interests in RMOP shall have an aggregate value of $199,125,048, subject to the terms and provisions hereof providing for adjustments, if any, and shall be paid and delivered as set forth on the Stage I Consideration Schedule attached hereto as SCHEDULE 17.1.
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TRANSFER OF PROPERTY; CONSIDERATION. 3.1 (a) The Contributing Parties agree to transfer and convey to the Partnership, and the Partnership agrees to purchase and acquire from the Contributing Parties, subject to and in accordance with the terms, provisions, covenants and conditions set forth in this Agreement, all of the Contributing Parties' right, title and interest in and to the Property, and the Partnership shall (i) deliver to the Contributing Parties the Consideration subject to the terms and provisions hereof providing for adjustments to the Consideration and (ii) enter into the Development Agreement, the Put/Call Agreement and the other documents more particularly set forth herein. For purposes of this Agreement, the "CONSIDERATION" to be paid by the Partnership to the Contributing Parties for the Property is $177,000,000.00. The Consideration shall be allocated among the Properties as set forth in SCHEDULE 1. The Consideration shall be delivered by (A) the Partnership's assumption of the Existing Mortgages (the portion of the Consideration paid by the Partnership pursuant to this clause (A) being equal to the outstanding principal (plus interest and other sums due, but excluding any prepayment premium or fee with respect to the Surviving Mortgages and including the prepayment premium or fee with respect to the other Existing Mortgages) under the Existing Mortgages as of the Closing Date), and (B) the Partnership's assumption of the notes (the "REDEMPTION NOTES") executed by some or all of the Contributing Parties in favor of certain of the Unit Holders, which Redemption Notes are described on Schedule 10 annexed hereto and each of which Redemption Notes shall be prepayable at any time without any prepayment premium or fee and will otherwise be in the form of, and contain the terms set forth in, Exhibit V attached hereto, and (C) the Partnership's delivery to the Contributing Parties of, at the Contributing Parties' election in any combination, (i) Cash, (ii) Common Units, (iii) Series C Preferred Units and (iv) Series B Preferred Units; provided, however, that the Contributing Parties may not elect to receive Series B Preferred Units having an aggregate stated value at Closing in excess of $25,000,000. At least five (5) Business Days prior to Closing, the Contributing Parties shall notify the Partnership as to how many Series C Preferred Units, Series B Preferred Units and Common Units the Contributing Parties shall elect to receive at Closing (and the allocation of such Units among ...
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Related to TRANSFER OF PROPERTY; CONSIDERATION

  • Transfer of Property All property owned by the Company shall be registered in the Company’s name, in the name of a nominee or in “street name” as the Board of Managers may from time to time determine. Any corporation, brokerage firm or transfer agent called upon to Transfer any Securities to or from the name of the Company shall be entitled to rely on instructions or assignments signed or purported to be signed by any Officer or Manager without inquiry as to the authority of the Person signing or purporting to sign such instructions or assignments or as to the validity of any Transfer to or from the name of the Company. At the time of any such Transfer, any such corporation, brokerage firm or transfer agent shall be entitled to assume that (i) the Company is then in existence and (ii) that this Agreement is in full force and effect and has not been amended, in each case, unless such corporation, brokerage firm or transfer agent shall have received written notice to the contrary.

  • Purchase of Property On the Closing Date, and subject to the terms and conditions of this Agreement, each Seller shall sell, assign, convey, transfer and deliver to Purchaser, and Purchaser shall purchase and acquire from each Seller, all of such Seller’s right, title and interest in and to the Property, or Properties, owned by such Seller, free and clear of Liens and Encumbrances that are not Permitted Exceptions, at the purchase price provided in Section 2.2 hereof. Purchaser hereby acknowledges and agrees that this Agreement is for the purchase and sale of all of the Properties and that under no circumstances shall Purchaser purchase fewer than all of the Properties, except as expressly set forth in Sections 4.2.2, 9.2 and 12.13 herein.

  • Disposition of Property Dispose of any of its property, whether now owned or hereafter acquired, or, in the case of any Subsidiary, issue or sell any shares of such Subsidiary’s Capital Stock to any Person, except:

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Title, Conservation and Disposition of REO Property (a) This Section shall apply only to REO Properties acquired for the account of the Trustee and shall not apply to any REO Property relating to a Mortgage Loan which was purchased or repurchased from the Trustee pursuant to any provision hereof. In the event that title to any such REO Property is acquired, the Servicer shall cause the deed or certificate of sale to be issued in the name of the Trustee, on behalf of the Certificateholders.

  • 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.

  • Transfer of Purchased Assets At each exercise of the Asset Purchase Option by Party A:

  • Transfer of Acquired Assets At the Closing, Seller is transferring and shall transfer to Buyer, and the Transaction Agreements are effective to vest in Buyer, good, valid and indefeasible or marketable, fee simple or leasehold, as applicable, title to the Acquired Assets, free and clear of all Liens, other than Permitted Liens.

  • Sale of Property Seller agrees to sell, transfer and assign and Buyer agrees to purchase, accept and assume, subject to the terms and conditions set forth in this Agreement and the Closing Documents, all of Seller’s right, title and interest in and to the Property.

  • 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.

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