Seller Properties definition
Examples of Seller Properties in a sentence
Seller Schedule 5.17(a) also contains a complete and accurate list of all material Permits, for which the Seller has made application with respect to the ownership and operation of the Business and the Seller Properties where such application is still pending as of the Signing Date and at Closing.
Purchaser further hereby assumes the risk of changes in applicable laws and regulations relating to past, present and future environmental conditions on the Seller Properties and, except as to representations or warranties of Seller expressly set forth in this Agreement, the risk that adverse physical characteristics and conditions, including, without limitation, the presence of Hazardous Materials or other contaminants, may not have been revealed by its investigation.
Except as shown on Seller Schedule 5.7(c), Seller has not received any written notice from any Governmental Body or other entity having jurisdiction over the Seller Properties threatening a current or prospective suspension, revocation, modification or cancellation of any authorizations, approvals, consents or Permit from Governmental Bodies as a result of a violation that remains uncured as of the Signing Date.
Except as set forth on Seller Schedule 5.4, Seller and its applicable Affiliates own and have good title to each of the Purchased Assets (other than the Seller Properties), free and clear of all Liens other than Permitted Exceptions.
For the purposes of this Paragraph 2.10 only, "Seller Properties" shall be deemed to include all property formerly owned, operated or leased by Seller or Seller Subsidiaries; solely, however, as to the period of time when such property was so owned, operated or leased by Seller or the Seller Subsidiaries.
None of the improvements located on the Seller Properties constitute a legal non-conforming use or otherwise require any special dispensation, variance or special permit under any Laws.
The Seller Properties comprise all of the real property used in connection with the operation of the Business.
Except as set forth in the existing title reports identified in clause (iii) below or in -13- 22 Section 2.2(a) of the Seller Disclosure Letter and except for any easements granted in the ordinary course of business since the date of such title reports which do not have a material adverse effect on the operation of any of the Seller Properties, no other Person has any real property ownership interest in any of the Seller Properties.
At the request of the Buyer, the Seller will, at the Buyer's expense, reasonably cooperate with the Buyer in connection with the proposed financing of the Transactions by the Parent and its Subsidiaries or proposed post-closing sales of the Seller Properties, provided that such requested actions do not unreasonably interfere with the ongoing operations of Seller and Seller Subsidiaries.
Section 2.8(c) of the Seller Disclosure Letter, sets forth a complete list of each Seller Property that is currently under development or subject to any agreement with respect to development; provided, however, that "development" shall not include capital improvements made in the ordinary course of business to existing Seller Properties and repairs made to existing Seller Properties.