Real Estate Matters definition

Real Estate Matters shall have the meaning as defined in Section 9.5.1(b);

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Real Estate Matters means with respect to each of Seller’s sites in Gumi and Cheong-Ju, (i) certain discrepancies in the description of the real estate and related improvements at such sites between the ledger and the registry and (ii) ownership interests and registered lease rights of Veolia Water Industrial Development Co., Ltd. (“Veolia”) with respect to each of such sites. In consideration for the covenants of Seller contained in Section 20(b) hereof and in the Partition Agreement, the LSPA and the Land Lease and Easement Agreement, Purchaser agrees that the Real Estate Matters shall be deemed to have been disclosed as exceptions to the representations contained in Section 2.10(a), 2.10(b) and 2.11(b) as of June 12, 2004 and Seller shall have no liability to Purchaser, other than as set forth in Section 20(b) hereof and the Partition Agreement, the LSPA and the Land Lease and Easement Agreement, for failure to have disclosed such Real Estate Matters with respect to such representations at such date, including pursuant to Section 6.3(a)(i)(A) of the BTA.

Real Estate Matters. With respect to each of the real properties set forth in Annex A hereto, within 90 days (which may be extended by the Administrative Agent in its sole discretion for up to 45 days) after the Fifth Amendment Effective Date (i) execute and deliver a first priority Mortgage, in favor of the Administrative Agent, for the benefit of the Lenders, covering such real property, (ii) provide a mortgagee's title insurance policy (or policies) or marked up unconditional binder for such insurance with respect to such real property (and each such policy shall (A) be in an amount as agreed to between the Administrative Agent and the Borrower intended to reasonably approximate the fair market value of such real property; (B) insure that such Mortgage creates a valid first priority Lien on such real property free and clear of all defects and encumbrances, except Liens permitted hereunder and other encumbrances and defects reasonably acceptable to the Administrative Agent; (C) name the Administrative Agent for the benefit of the Lenders as the insured thereunder; (D) be in the form of ALTA Loan Policy - 1970 (Amended 10/17/70 and 10/17/84) (or equivalent policies) (provided, that no new survey shall be required for any such real property); (E) contain such endorsements and affirmative coverage as the Administrative Agent and the Borrower shall reasonably agree, and (F) be issued by title company reasonably satisfactory to the Administrative Agent), (iii) deliver to the Administrative Agent copies of any existing survey with respect to such real property, and (iv) provide reasonably satisfactory evidence of flood insurance for any such real property that is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards and in which flood insurance has been made available under the National Flood Insurance Act of 1968."

Examples of Real Estate Matters in a sentence

• Except as otherwise provided in the Real Estate Matters Agreement, SAP and Qualtrics shall each use their reasonable efforts to cause each member of the SAP Group to be removed and released, effective as of the IPO Date, in respect of all obligations under each guarantee, indemnity, surety bond, letter of credit and letter of comfort (each, a “Guarantee”), given or obtained by any member of the SAP Group for the benefit of any member of the Qualtrics Group or the Qualtrics Business.

• Effective on or prior to the Effective Time, each of HP and Enterprise will, or will cause the applicable members of its Group to, execute and deliver the Transition Services Agreement, the Tax Matters Agreement, the Employee Matters Agreement, the Real Estate Matters Agreement and the Commercial Agreement.

• Concurrently with the execution and delivery of this Agreement, the Parties have executed and delivered the Merger Agreement, Employee Matters Agreement, the Real Estate Matters Agreement and the Tax Matters Agreement.

• ROXIO FACILITIES" means all of those facilities to be transferred to Roxio on the Separation Date as set forth on Schedule 1 to the Real Estate Matters Agreement.

• To the extent that any representations, warranties, covenants or agreements between the parties with respect to real property matters are set forth in the Real Estate Matters Agreement, such matters shall be governed exclusively by the Real Estate Matters Agreement and not by this Agreement.

• To the extent a party obtains a pollution legal liability insurance policy or policies, or similar insurance policy or policies, in respect of an Owned Property or a Keysight Owned Property (as defined in the Real Estate Matters Agreement), such party shall cause the other party to be endorsed as a named additional insured on to such policy.

• For example, and without limitation, transfers of interests in real property used in the Branded Apparel Business shall be governed by the Real Estate Matters Agreement.

• In the event of a conflict between the terms of this Assignment and the Real Estate Matters Agreement, the terms of this Assignment shall control.

• This Lease and Landlord’s and Tenant’s rights and obligations hereunder are expressly subject to and conditioned on (collectively, the “Lease Conditions”) the parties’ consummation of the Separation and Distribution Agreement and the Real Estate Matters Agreement, which the parties anticipate will occur on August 1, 2014.

• Effective on or prior to the Effective Time, each of Agilent and Keysight will, or will cause the applicable members of its Group to, execute and deliver the Services Agreement, the Tax Matters Agreement, the Real Estate Matters Agreement, the Employee Matters Agreement, the Intellectual Property Matters Agreement, the Trademark License Agreement, the Collaboration Agreement and the Intercompany Agreements.

More Definitions of Real Estate Matters

Real Estate Matters. With respect to each parcel of Real Property, Borrowers shall have provided to Bank: a Loan Policy of title insurance, ALTA 1970 Form B (amended 10/17/70 and 10/17/84) issued to Bank by a title company acceptable to Bank (the "Title Company"), in an amount equal to the lesser of the Commitment or the appraised value of each parcel of Real Property insuring the Mortgage to be a valid, first-priority lien in each parcel of Real Property, free and clear of all defects and encumbrances except such matters of record as accepted by Bank, in its sole discretion, and shown as Permitted Encumbrances in "Exhibit B" to the Mortgage, with such endorsements and affirmative insurance as Bank may require, including without limitation: the deletion of all so-called "standard exceptions" from such policy; a so-called "comprehensive" endorsement in form and substance acceptable to Bank; affirmative insurance coverage regarding access, compliance with respect to restrictive covenants and any other matters to which Bank may have objection or require affirmative insurance coverage; and the results of a federal tax lien search in the counties wherein each parcel of Real Property is located and each Borrower has its principal place of business. [Intentionally omitted];