Excluded Owned Real Property definition

Excluded Owned Real Property means any Owned Real Property that has been excluded from the Acquisition by Buyer pursuant to Section 6.13, 6.15 or 6.21 of this Agreement.
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Excluded Owned Real Property means (a) any real property with a fair market value that is (i) less than or equal to $100,000 individually that is designated by Borrower as “Excluded Owned Real Property” in an officers’ certificate delivered to the Collateral Agent from time to time or (ii) greater than $100,000 and less than $250,000 individually, that is designated by Borrower as “Excluded Owned Real Property” in an officers’ certificate delivered to Collateral Agent from time to time; provided that in no event shall the aggregate fair market value of all Excluded Owned Real Property described in this clause (a)(ii) exceed $1,000,000 and (b) the Virginia Beach Real Property.
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Excluded Owned Real Property means the Owned Real Property listed by Purchaser as such on Schedule 2.5(a), as such schedule may be amended or modified from time to time in accordance with the terms hereof.
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Examples of Excluded Owned Real Property in a sentence

  • Purchaser may revoke its election to lease such Excluded Owned Real Property at any time prior to the Closing Date by giving Seller notice to such effect.

  • At the expiration of such fifteen (15) day period, any parcel of Elected Excluded Property for which Seller is unable to obtain such title insurance shall constitute "Excluded Owned Real Property" for purposes of this Agreement.

  • In the event the parties, for any reason, do not enter into any such lease with respect to any Excluded Owned Real Property prior to the Closing, then all Assets located at such Excluded Owned Real Property and all Assumed Liabilities relating to the affected Branch Office, including Branch Deposits domiciled thereat, will be excluded from the Assets and Assumed Liabilities, and the Employees at the affected Branch Office will not be Transferred Employees.

  • Purchaser and Seller shall negotiate in good faith and enter into a customary lease on arm’s length terms, for any Excluded Owned Real Property which Purchaser elects to lease purusant hereto.

  • Schedule 3.18(b)(ii) sets forth all of the Excluded Owned Real Property used in part by the Business and in part by other businesses of the Company and its Affiliates (the “Shared Owned Real Property”).

  • Purchaser shall give Seller notice of any Excluded Owned Real Property at least twenty (20) Business Days prior to the Closing.

  • If Purchaser designates the Tom’s River Mortgage as an Excluded Contract, the Owned Real Property encumbered thereby will be an Excluded Owned Real Property (or if such Owned Real Property is not an Excluded Owned Real Property, the Tom’s River Mortgage will be a Purchased Contract).

  • Purchaser shall have the right, but not the obligation, to lease from Seller any Excluded Owned Real Property effective on the Closing Date by giving Seller notice to such effect.


More Definitions of Excluded Owned Real Property

Excluded Owned Real Property means any Owned Real Property (i) in connection with which any environmental diligence report prepared by a third party prior to the Closing indicates, in the reasonable good faith judgment of Purchaser, a material environmental concern or occupational exposure concern that is likely to result in liabilities or costs in excess of $100,000, and (ii) which Purchaser elects to exclude from the Assets. Purchaser shall give Seller notice of any Excluded Owned Real Property at least twenty (20) Business Days prior to the Closing. For the avoidance of doubt, the treatment of the Assets located at, Employees working at and Assumed Liabilities relating to the affected Branch Office shall be as set forth in Section 4.31.
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Excluded Owned Real Property has the meaning set forth in Section 2.2(iv) hereof.
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Excluded Owned Real Property has the meaning set forth in Section 2.2(b). “Exhibit” means an exhibit to this Agreement.
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Related to Excluded Owned Real Property

  • Company Owned Real Property shall have the meaning set forth in Section 3.12(a).

  • Excluded Real Property means (a) any fee-owned real property with a purchase price (in the case of real property acquired after the Effective Date) or Fair Market Value (in the case of real property owned as of the Effective Date, with Fair Market Value determined as of the Effective Date) of less than $3,500,000 individually, (b) any real property that is subject to a Lien permitted by Sections 6.02(iv), (xix), (xxii), (xxiii), (xxviii) or (xxxi), (c) any real property with respect to which, in the reasonable judgment of the Term Administrative Agent (confirmed by notice to the Borrower) the cost (including as a result of adverse tax consequences) of providing a Mortgage shall be excessive in view of the benefits to be obtained by the Lenders, (d) any real property to the extent providing a mortgage on such real property would (i) be prohibited or limited by any applicable law, rule or regulation (but only so long as such prohibition or limitation is in effect), (ii) violate a contractual obligation to the owners of such real property (other than any such owners that are the Borrower or Affiliates of the Borrower) that is binding on or relating to such real property (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code) but only to the extent such contractual obligation was not incurred in anticipation of this provision or (iii) give any other party (other than the Borrower or a wholly-owned Restricted Subsidiary of the Borrower) to any contract, agreement, instrument or indenture governing such real property the right to terminate its obligations thereunder (other than customary non-assignment provisions which are ineffective under the Uniform Commercial Code or other applicable law) and (e) any Leasehold.

  • Owned Real Property has the meaning set forth in Section 4.10(a).

  • Owned Real Properties has the meaning set forth in Section 3.16(b).

  • Transferred Real Property means (a) the Transferred Owned Real Property and (b) the premises that is subject to the Transferred Real Property Leases.

  • Included Assets has the meaning in Section 5.1(d)(ii)(A).

  • Excluded Personal Property means the following:

  • Permitted Real Property Encumbrances means (i) those liens, encumbrances and other matters affecting title to any Mortgaged Property listed in the applicable title policy in respect thereof (or any update thereto) and found, on the date of delivery of such title policy to the Administrative Agent in accordance with the terms hereof, reasonably acceptable by the Administrative Agent, (ii) as to any particular real property at any time, such easements, encroachments, covenants, restrictions, rights of way, minor defects, irregularities or encumbrances on title which do not, in the reasonable opinion of the Administrative Agent, materially impair such real property for the purpose for which it is held by the mortgagor or owner, as the case may be, thereof, or the Lien held by the Administrative Agent, (iii) municipal and zoning laws, regulations, codes and ordinances, which are not violated in any material respect by the existing improvements and the present use made by the mortgagor or owner, as the case may be, of such real property, (iv) general real estate taxes and assessments not yet delinquent, and (v) such other items as the Administrative Agent may consent to.

  • Owned Real Estate means all land, together with all buildings, structures, fixtures, and improvements located thereon and all easements, rights of way, and appurtenances relating thereto, owned by the Company or any of its Subsidiaries.

  • Excluded Property shall have the meaning set forth in the Security Agreement.

  • Excluded Assets has the meaning set forth in Section 2.02.

  • Owned Property has the meaning set forth in Section 4.10(a).

  • Excluded Properties the collective reference to the fee or leasehold interest in real properties owned by the Parent Borrower or any of its Subsidiaries not described in Schedule 5.8.

  • Company Real Property means the Company Owned Real Property and the Company Leased Real Property.

  • Unimproved Real Property means Property in which the Company has an equity interest that was not acquired for the purpose of producing rental or other operating income, that has no development or construction in process and for which no development or construction is planned, in good faith, to commence within one (1) year.

  • Excluded Asset means any asset of any Grantor excluded from the security interest hereunder by virtue of Section 2.2 hereof but only to the extent, and for so long as, so excluded thereunder.

  • Excluded Equity Interests means, collectively: (i) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by Requirements of Law; (ii) any Equity Interests in any Subsidiary with respect to which the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) require the consent, approval or waiver of any Governmental Authority or other third party and such consent, approval or waiver has not been obtained by Borrower following Borrower’s commercially reasonable efforts to obtain the same; (iii) any Equity Interests in any Subsidiary that is a non-Wholly-Owned Subsidiary that the grant to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of a security interest in and Lien upon, and the pledge to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, of, such Equity Interests, to secure the Obligations (and any guaranty thereof) are validly prohibited by, or would give any third party (other than Borrower or an Affiliate of Borrower) the right to terminate its obligations under, the Operating Documents or the joint venture agreement or shareholder agreement with respect to, or any other contract with such third party relating to such non-Wholly-Owned Subsidiary, including any contract evidencing Indebtedness of such non-Wholly-Owned Subsidiary (other than customary non-assignment provisions which are ineffective under Article 9 of the Code or other Requirements of Law), but only, in each case, to the extent, and for so long as such Operating Document, joint venture agreement, shareholder agreement or other contract is in effect; (iv) any Equity Interests in any other Subsidiary with respect to which, Borrower and the Collateral Agent reasonably determine by mutual agreement that the cost (including Tax costs) of granting the Collateral Agent, for the benefit of Lenders and the other Secured Parties, a security interest in and Lien upon, and pledging to the Collateral Agent, for the benefit of Lenders and the other Secured Parties, such Equity Interests, to secure the Obligations (and any guaranty thereof) are excessive, relative to the value to be afforded to the Secured Parties thereby.

  • Excluded Records means any and all:

  • Company Leased Real Property has the meaning set forth in Section 3.14(b).

  • Leased Real Property has the meaning set forth in Section 3.18(b).

  • Excluded Entities has the meaning set forth in Section 2.2(b)(iv).

  • Owned Properties has the meaning set forth in Section 3.16.

  • Material Owned Real Property means any Real Property, or group of related tracts of Real Property, acquired (whether in a single transaction or a series of transactions) or owned in fee by any Loan Party, in each case, in respect of which the fair market value (including the fair market value of improvements owned or leased by such Loan Party and located thereon) on such date of determination exceeds $1,000,000.

  • Exempt Property means tangible personal property acquired in whole or in part with Federal funds, where the Federal awarding agency has statutory authority to vest title in the recipient without further obligation to the Fed- eral Government. An example of ex- empt property authority is contained in the Federal Grant and Cooperative Agreement Act (31 U.S.C. 6306), for property acquired under an award to conduct basic or applied research by a non-profit institution of higher edu- cation or non-profit organization whose principal purpose is conducting scientific research.

  • Real Property Interests means all interests in real property of whatever nature, including easements, whether as owner or holder of a Security Interest, lessor, sublessor, lessee, sublessee or otherwise.

  • Excluded Domestic Subsidiary means any Domestic Subsidiary that is (a) a direct or indirect Subsidiary of an Excluded Foreign Subsidiary or (b) an Excluded Domestic Holdco.