Examples of Transferred Real Estate in a sentence
Seller, each other Selling Entity, the Real Estate Sellers, the Equity Sellers and the Specified Entities hold all Permits which are required for the continued operation of the Business and Transferred Real Estate Assets in accordance with its current operation on the date hereof, excluding any such Permits the failure of which to hold would not be, and would not reasonably be expected to be, individually or in the aggregate, a Material Adverse Effect.
The proposed transfer of the Transferred Real Estate and the assumption of the Assumed Liabilities is necessary to confirm, consummate and implement a plan of reorganization or liquidation, and therefore is exempt from state of Florida documentary stamp Tax pursuant to Rules 12B-4.014 (15) and Rule 12B-4.054 (3) of the Florida Administrative Code and Section 1146(c) of the Bankruptcy Code, respectively.
Seller represents (and Buyer's Title Policy shall, to the extent available in Texas, affirmatively insure) that, to the Seller's Knowledge: (i) the easement and development standards set forth in exhibits B and C attached to the deeds to the Owned Transferred Real Estate are not violated in any material respect by the existing uses and improvements; and (ii) the grantor repurchase option in exhibit D to such deeds is no longer effective.
Seller has good and valid title in fee simple indefeasible to all Transferred Real Estate listed on Schedule 3.6(a) as owned by Seller ("Owned Transferred Real Estate") free and clear of all Liens of any kind other than Permitted Liens.
Prior to or at Closing, Buyer shall acquire from the Title Company an owner's policy of title insurance (the "Title Policy") issued to Buyer with respect to the Owned Transferred Real Estate, in the amount of the Purchase Price allocated thereto, insuring Buyer and issued as of the Closing Date by the Title Company, showing the Owned Transferred Real Estate and improvements thereon, showing no Liens or restrictions (other than Permitted Liens and standard printed exceptions).
Notwithstanding the foregoing, with respect to each Transferred Real Estate Lease, Seller shall at its cost and expense obtain the release of any Additional Utility Encumbrance with respect thereto on or as soon as reasonably practicable after the Closing Date.
Seller has good and valid leasehold title to all Transferred Real Estate listed on Schedule 3.6(a) as leased by Seller ("Leased Transferred Real Estate").
Counterparts of amendments to the Mortgages with respect to the real estate associated with the New River Foundry and Columbus Machining facilities (the "Transferred Real Estate") to reflect the transfers of title thereto from Intermet International, Inc.
Buyer shall have the right to obtain a survey for each tract of the Transferred Real Estate.
At Closing, the LLC (or, at Buyer's request, a newly organized wholly owned subsidiary of the Company) shall acquire, as of immediately prior to the transfer of the Shares pursuant to Section 1.01 hereof, the Transferred Real Estate for the aggregate purchase price (the "Real Estate Purchase Price") shown on Schedule 8.09 hereto, allocated among such real estate assets as mutually agreed between the parties within two weeks after the date hereof.