Prime Properties definition
Examples of Prime Properties in a sentence
Sellers further acknowledge that, as a publicly registered company, the Company is required to make certain filings with and/or disclosures to the Securities and Exchange Commission (collectively, the “SEC Filings”) that relate, among other things, to the most recent pre-acquisition fiscal year (the “Audited Year”) and the current fiscal year through the date of acquisition (the “Stub Period”) for the Prime Properties.
The Sellers are not aware of any process to change the title or the Encumbrances of the Prime Properties initiated by a third party.
Prime or a Prime Subsidiary owns fee simple title or has a valid leasehold interest in all real property owned or leased by Prime or one of the Prime Subsidiaries (the "Prime Properties"), which are all of the real estate properties owned or leased by them.
Prime has previously delivered or made available to Horizon complete copies of all final versions of environmental investigations and testing or analysis made by or on behalf of Prime or any of the Prime Subsidiaries that are in the possession of any of them with respect to the environmental condition of the Prime Properties.
For the purposes of this Paragraph 3.12 only, "Prime Properties" shall include property currently or formerly owned, operated or leased by Prime or its Subsidiaries.
Except as set forth in Schedule 3.9(a) to the Prime Disclosure Letter, none of the Prime Properties is subject to any restriction on the sale or other disposition thereof or on the financing or release of financing thereon except those which, individually or in the aggregate with any other condition resulting in a breach of the representations and warranties set forth in this Section 3.9, could not be reasonably be expected to result in a Prime Material Adverse Effect.
Schedule 3.9(a) to the Prime Disclosure Letter lists each of the Prime Properties which are under development as of the date of this Agreement and describes the status of such development as of the date hereof.
To the knowledge of each of PGI and PGLP, there are no Significant Agreements of the Prime Properties other than as set forth in the Disclosure Schedule and other than debt instruments which are reflected in the most recent financial statements of the Applicable Partnership delivered to the Company.
Each of the Prime Entities has complied with all laws (excepting, however, Environmental Laws (as hereinafter defined), which are specifically covered by subsection (vii) below) applicable to the conduct of the business of the Prime Properties and the ownership, use and operation of the Property owned by a Prime Property and has obtained all licenses and permits required for the conduct thereof, except where the failure to so comply or obtain could not have a Material Adverse Effect.
By: C.C. Altamonte Joint Venture, as its sole member By: Washington Prime Group, L.P. a general partner By: Washington Prime Group Inc., as its sole general partner By: Washington Prime Group Inc., a general partner By: Washington Prime Properties, LLC, as its sole general partner By: WPG Subsidiary Holdings I, LLC, as its sole limited partner By: /s/ M▇▇▇ ▇.