Deferred Properties definition

Deferred Properties means the Properties owned by the Deferred Purchased Entity.
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Deferred Properties means those Properties (a) which remain subject to a ROFR which ROFR has not expired or has not been waived by its terms, and/or (b) with respect to which an Asset Transfer Restraint is in effect, and/or (c) any former Heldback Properties that have ceased to qualify as Heldback Properties.
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Examples of Deferred Properties in a sentence

  • Closing with respect to all other Assets will proceed as provided in this Agreement, but the Base Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of all Closing Deferred Properties.

  • In addition to the prorations and credits contemplated by Section 6.3 below, (a) the Price shall be decreased by the aggregate amount of the Allocated Prices of any Deleted Properties, (b) the portion of the Price payable on the Closing Date shall be reduced by the Allocated Price of any Deferred Properties, and (c) the Price shall be decreased by the aggregate amount of any adjustments effected pursuant to Sections 2.5 and 2.6 below.

  • No funds on account of the purchase price for the Deferred Properties shall be escrowed other than the Allocated Deposit.

  • The day on which the Closing occurs is referred to herein as (i) the "Initial Closing Date" with respect to the Initial Closing Properties and (ii) the "Deferred Closing Date" with respect to each of the Deferred Properties (the Initial Closing Date and the Deferred Closing Date, collectively, the "Closing Date", as applicable).

  • At each Closing, a portion of the Deposit shall be applied to the Cash/Equity Portion of the Purchase Price due in connection with such Closing in an amount which would result in the remaining Deposit being equal to 5% of the Allocated Purchase Price related to the remaining Deferred Properties after such Closing (or in the event that the Deposit is in the form of a letter of credit, such letter of credit shall be authorized to be reduced to such amount).

  • Closing with respect to all other Assets will proceed as provided in this Agreement (subject to Article 9 and the other provisions of this Agreement), but the Base Purchase Price delivered to Seller at such initial Closing will be reduced by the Allocated Value of all Closing Deferred Properties.

  • The provisions of this Article XIII shall survive the Closing with respect to any Dropped Ground Lease Properties and any Deferred Properties.

  • Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Seller at such initial Closing shall be reduced by the Allocated Value of the Assets for all Closing Deferred Properties.

  • Five (5) Business Days prior to the Initial Closing, Purchaser may notify the Seller Parties of any Properties (other than any Deferred Properties, if applicable) which are, in addition to those included in the aforementioned notice by the Seller Parties, expected by Purchaser to be Retained Properties.

  • Closing with respect to all other Assets will proceed as provided in this Agreement, but the Purchase Price delivered to Sellers at such initial Closing will be reduced by the allocated value of all Closing Deferred Properties.