Xinyuan Real Estate, Ltd Sample Clauses

Xinyuan Real Estate, Ltd a corporation duly incorporated and established under the laws of the Cayman Islands, with its registered address at XX Xxx 000, Xxxxxx Xxxxx Grand Cayman, KY1-1104, Cayman Islands (“Party B”); and
Sample 1
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Xinyuan Real Estate, Ltd. We refer to the Securities Purchase Agreement dated April 15, 2010 (as amended from time to time) among Xinyuan Real Estate Co., Ltd., the Guarantors (as defined therein) and the Noteholders, providing, inter alia, for issuance of the guaranteed senior secured US$40,000,000 note due April 15, 2013 (the “GSS Notes”). We also refer to the First Equitable Mortgage in respect of Shares of Xinyuan Real Estate, Ltd. dated April 15, 2010 (as amended from time to time, the “Share Charge”) amongst Xinyuan Real Estate Co., Ltd. (the “Chargor”), Xinyuan Real Estate, Ltd. and The Bank of New York Trust Company (Cayman) Limited, as Collateral Agent (the “Collateral Agent”, which expression shall include its successors, assigns and transferees) whereby, inter alia, the Chargor granted a charge over the Charged Property in favour of the Collateral Agent. Capitalised words and expressions used in this letter which are not expressly defined herein have the meanings ascribed to them in the Share Charge. This letter of undertaking is given pursuant to Section 4.3(f) of the Share Charge. In consideration of the purchase by the Noteholders of the GSS Notes referred to above and for other valuable consideration receipt of which is hereby acknowledged, the Company hereby irrevocably and unconditionally undertakes to register in the Company’s register of members any and all share transfers to or by the Collateral Agent or its nominee in respect of any or all of the Shares submitted to the Company by the Collateral Agent. Yours faithfully, Director
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Xinyuan Real Estate, Ltd. By /s/ Xxxxxx Xxxxxx Name: Xxxxxx Xxxxxx Title: Chief Financial Officer
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Xinyuan Real Estate, Ltd an exempted company incorporated in the Cayman Islands, the registered office of which is at XX Xxx 000, Xxxxxx Xxxxx, Grand Cayman, KY1-1104, Grand Cayman, Cayman Islands (the “Subsidiary” and a “Chargor” and together with the Company, the “Chargors”); and
Sample 1

Related to Xinyuan Real Estate, Ltd

  • Real Estate All real property at any time owned or leased (as lessee or sublessee) by the Borrower or any of its Subsidiaries.

  • Leased Real Estate The Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 4.20(b) of the Disclosure Schedule contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments thereto. All Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

  • Asset Management a. Data Sensitivity - Transfer Agent acknowledges that it understands the sensitivity of Fund Data.

  • Owned Real Estate Neither the Company nor any of its Subsidiaries owns any real property.

  • Investments in Real Estate Make any investment or commitment to invest in real estate or in any real estate development project (other than by way of foreclosure or acquisitions in a bona fide fiduciary capacity or in satisfaction of a debt previously contracted in good faith, in each case in the ordinary course of business consistent with past practice).

  • Real Estate Investment Trust Commencing with its taxable year ended December 31, 2009, the Company has been organized and operated in conformity with the requirements for qualification and taxation as a real estate investment trust (“REIT”) under the Code, and its proposed method of operation will enable it to continue to meet the requirements for qualification and taxation as a REIT under the Code.

  • Real Estate Leases The Company Disclosure Statement sets forth a list of (a) all leases and subleases under which the Company or the Subsidiaries is lessor or lessee of any real property together with all amendments, supplements, nondisturbance agreements and other agreements pertaining thereto; (b) all options held by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to purchase or acquire any interest in real property; and (c) all options granted by the Company or the Subsidiaries or contractual obligations on the part of the Company or the Subsidiaries to sell or dispose of any interest in real property. Except as set forth in the Company Disclosure Statement, as to such leases, subleases and other agreements referred to above, (i) there exists no breach or default, and no event has occurred which with notice or passage of time would constitute such a breach or default or permit termination, notification or acceleration, on the part of the Company or any Subsidiary, or on the part of any other party thereto, and (ii) as of the Effective Time, no material third party consent, approval or authorization shall be required for the consummation of the Merger. To the Company's knowledge, there are no Liens on any of the leasehold interests set forth on the Company Disclosure Statement hereof except for (i) Liens reflected in the balance sheet included in the Company's Form 10-K for the period ended December 31, 1996, (ii) Liens of record consisting of zoning or planning restrictions, easements, permits and other restrictions or limitations on the use of real property which do not materially detract from the value of, or materially impair the use of, such property by the Company or the Subsidiaries in the operation of their respective businesses, (iii) Liens for current Taxes (as defined in Section 3.22(a)), assessments or governmental charges or levies on property not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP (which contested levies are described on the Company Disclosure Statement), and (iv) Liens imposed by law, such as materialman's, mechanic's, carrier's, workers' and repairmen's Liens securing obligations not yet delinquent or being contested in good faith and for which appropriate reserves have been established in accordance with GAAP or securing obligations not being paid in the ordinary course of business in accordance with customary and commercially reasonable practice. (collectively, "Permitted Liens").

  • Not a U.S. Real Property Holding Corporation The Acquiror Company is not and has not been a United States real property holding corporation within the meaning of Section 897(c)(2) of the Code at any time during the applicable period specified in Section 897(c)(1)(A)(ii) of the Code.

  • Taxation as Partnership The Company shall be treated as a partnership for U.S. federal income tax purposes.

  • Real Estate Matters The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement;

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