Title Pro Forma definition

Title Pro Forma means the Title Company’s Pro Forma Title Policy (Title Number 3110-00615) attached hereto as Exhibit O.
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Title Pro Forma means, with respect to each Property, the pro forma owner's title policy of insurance issued by the Title Company and attached hereto as Exhibit O.
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Title Pro Forma has the meaning given to such term in Section 4.1(s).
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Examples of Title Pro Forma in a sentence

  • Notwithstanding anything to the contrary contained herein, Seller and Buyer hereby acknowledge that title to the Owned Real Property will be conveyed to Buyer at Closing subject to the exceptions set forth in the Title Pro Forma, and Buyer further acknowledges that Buyer’s sole recourse following Closing with respect to title matters relating to the Owned Real Property will be against the Title Company under the Title Policy.

  • Always applicable Provide a copy of any Declarations of Trust and/or Declarations of Restrictive Covenants in force, with their recording information, even if they are not shown on the Title Pro Forma.

  • Existing Members have delivered to Investor a copy of the Title Commitment and the Title Pro Forma.

  • Borrower or Original Borrower shall have delivered to Lender a signed and marked lender’s title insurance commitment and an executed Loan Title Pro Forma, each of the foregoing with such endorsements as Lender may require, in Lender’s favor in an amount equal to the outstanding balance of the Debt, from a title insurer pre-approved by Lender, insuring the Deed of Trust and dated as of the date of the Transfer.

  • Our API requires one to define a JSON object containing the rules’ parameters, but, for example, a web interface or an SDK similar to Apache Beam may offer a higher-level approach.

  • Borrower shall deliver to Lender a signed and marked lender’s title insurance commitment, a Loan Title Pro Forma, and an Owner’s Title Pro Forma, all of the foregoing with such endorsements as Lender may require, in Lender’s favor in an amount equal to the Loan Amount, from a title insurer pre-approved by Lender, insuring the Deed of Trust dated as of the date of recording.

  • At Closing, the Buyer may arrange for the Title Company to issue, or irrevocably commit to issue, to the Buyer, an extended coverage ALTA owner's form title policy (each, a “Title Policy") with respect to each Property, which shall be in the form of the Title Pro Forma, in the amount of the Allocated Purchase Price with respect to such Property, and insure that fee simple title to each Property is vested in the Buyer subject only to the Permitted Exceptions.

  • Ms. Michow enjoys participating in educational seminars and training of the firm’s elected and appointed officials and municipal staff and is also a frequent presenter to the broader local government community on current and recurring local government issues.

  • The Title Pro Forma specified in the Election to Proceed shall be incorporated into the Condition of Title at Closing on Exhibit L with respect to the applicable Property.

  • The Buyer has received and reviewed a copy of each Title Pro Forma and Survey.

Related to Title Pro Forma

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Pro Forma Basis and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio test is by the terms of this Agreement required to be calculated on a Pro Forma Basis, the proceeds of such Indebtedness shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test.

  • Post-Closing Statement has the meaning set forth in Section 3.3(c).

  • Closing Statement means the Closing Statement in the form on Annex A attached hereto.

  • Pro Forma Effect means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.