Agreements Regarding Owned Real Property Sample Clauses

Agreements Regarding Owned Real Property. Seller has caused the title company selected by Purchaser and reasonably acceptable to Seller (the “Title Insurer”) to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described in the commitments (“Title Reports”). If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental Title Report delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or agreement to eliminate those disapproved matters; (b) Seller’s agreement to provide at Seller’s sole expense such title insurance endorsements relating thereto as are acceptable to Purchaser pursuant hereto, prior to Closing; or (c) Seller’s refusal to eliminate the disapproved matters. If Seller gives Purchaser written notice pursuant to clause (c), or fails to give written notice to Purchaser as required by the immediately preceding sentence, Purchaser may (as its sole remedy) elect to exclude such Owned Real Property from this Agreement (“Excluded Branch”) by giving Seller written notice. In the event that a Branch becomes an Excluded Branch, the real property associated with the Excluded Branch shall no longer be deemed to be “Owned Real Property” (and the consideration to be paid by Purchaser shall be reduced by the Net Book Value of the real property associated with the Excluded Branch as included in the calculation of the Purchase Price); provided that, for the avoidance of doubt, Purchaser shall remain obligated to, in accordance with the terms of this Agreement, (i) purchase all other Assets and assume all other Assumed Liabilities associated with the Excluded Branch (other than the Personal Property and the Safe Deposit Agreements (and the associated safe deposit boxes)) and (ii) hire all Branch Employees related to the Excluded Branch. Notwithstanding the foregoing, Purchaser need not disapprove any mortgages, deeds of trust, mechanic’s liens, federal and state tax liens, and similar items representing monetary liens (a “Monetary Lien”), as Seller shall cause all of said items ...
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Agreements Regarding Owned Real Property. Seller has caused the Title Insurer to issue commitments to insure marketable fee simple title to the Owned Real Property subject to the matters described in the commitments (“Title Reports”). If there are any new Encumbrances other than Permitted Encumbrances affecting the Owned Real Property as shown in any updated or supplemental Title Report delivered to Purchaser prior to Closing, Purchaser shall have five (5) calendar days from the date Purchaser receives written notice from the Title Insurer or Seller of such Encumbrance, to disapprove any of the same by written notice to Seller specifying which matters are disapproved by Purchaser. If Seller receives such a notice, Seller shall give written notice to Purchaser within three (3) Business Days thereafter of: (a) Seller’s elimination of or
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Related to Agreements Regarding Owned Real Property

  • Real Property Matters The Credit Parties shall have delivered to the Administrative Agent with respect to each parcel of Real Property owned or acquired by a Credit Party after the Closing Date with a fair market value greater than $5,000,000, to the extent that such parcel of Real Property becomes subject to a Mortgage pursuant to Section 6.09(a) above, within 30 days after such parcel of Real Property becomes subject to a Mortgage, all of the following: (i) an American Land Title Association (ALTA) mortgagee title insurance policy or policies, or unconditional commitments therefor (a “Title Policy”) issued by a title insurance company reasonably satisfactory to the Administrative Agent (a “Title Company”), in an amount not less than the amount reasonably required therefor by the Administrative Agent (taking into account the estimated value of the property involved), insuring fee simple title to, or a valid leasehold interest in, such Real Property vested in the applicable Credit Party and assuring the Administrative Agent that the applicable Mortgage creates a valid and enforceable first priority mortgage lien on the respective Real Property encumbered thereby, subject only to Permitted Liens, which Title Policy (1) shall include an endorsement for mechanics’ liens, for revolving, “variable rate” and future advances under this Agreement and for any other matters reasonably requested by the Administrative Agent, and (2) shall provide for affirmative insurance and such reinsurance as the Administrative Agent may reasonably request, all of the foregoing in form and substance reasonably satisfactory to the Administrative Agent; (ii) a title report issued by the Title Company with respect thereto, dated not more than 30 days prior to the date of execution of the applicable Mortgage and reasonably satisfactory in form and substance to the Administrative Agent; (iii) available copies of all recorded documents listed as exceptions to title or otherwise referred to in the Title Policy or in such title report relating to such real Property; (iv) a survey, in form and substance reasonably satisfactory to the Administrative Agent, of such Real Property, certified in a manner reasonably satisfactory to the Administrative Agent by a licensed professional surveyor reasonably satisfactory to the Administrative Agent; (v) a certificate of the Borrower identifying any Phase I, Phase II or other environmental report received in final form by any Credit Party during the five year period prior to the date of execution of the Mortgage relating to such Real Property and/or the operations conducted therefrom, or stating that no such final form reports have been requested or received by any Credit Party (or its counsel), together with true and correct copies of all such environmental reports so listed; and all such environmental reports shall be reasonably satisfactory in form and substance to the Administrative Agent; and (vi) an opinion of local counsel admitted to practice in the jurisdiction in which such Real Property is located, reasonably satisfactory in form and substance to the Administrative Agent, as to the validity and effectiveness of such Mortgage as a lien on such Real Property encumbered thereby, and covering such other matters of law in connection with the execution, delivery, recording and enforcement of such Mortgage as the Administrative Agent may reasonably request.

  • CERTIFICATION REGARDING CERTAIN FOREIGN-OWNED COMPANIES IN CONNECTION WITH CRITICAL INFRASTRUCTURE (Texas law as of September 1, 2021) By submitting a proposal to this Solicitation, you certify that you agree to the following required by Texas law as of September 1, 2021: Proposing Company is prohibited from entering into a contract or other agreement relating to critical infrastructure that would grant to the company direct or remote access to or control of critical infrastructure in this state, excluding access specifically allowed by the Proposing Company for product warranty and support purposes. Company, certifies that neither it nor its parent company nor any affiliate of company or its parent company, is (1) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or a designated country; (2) a company or other entity, including governmental entity, that is owned or controlled by citizens of or is directly controlled by the government of China, Iran, North Korea, Russia, or a designated country; or (3) headquartered in China, Iran, North Korea, Russia, or a designated country. For purposes of this contract, “critical infrastructure” means “a communication infrastructure system, cybersecurity system, electric grid, hazardous waste treatment system, or water treatment facility.” See Tex. Gov’t Code § 2274.0101(2) of SB 1226 (87th leg.). The company verifies and certifies that company will not grant direct or remote access to or control of critical infrastructure, except for product warranty and support purposes, to prohibited individuals, companies, or entities, including governmental entities, owned, controlled, or headquartered in China, Iran, North Korea, Russia, or a designated country, as determined by the Governor.

  • Notice Regarding Material Contracts Promptly, and in any event within ten Business Days (i) after any Material Contract of Holdings or any of its Subsidiaries is terminated or amended in a manner that is materially adverse to Holdings or such Subsidiary, as the case may be, or (ii) any new Material Contract is entered into, a written statement describing such event, with copies of such material amendments or new contracts, delivered to Administrative Agent (to the extent such delivery is permitted by the terms of any such Material Contract, provided, no such prohibition on delivery shall be effective if it were bargained for by Holdings or its applicable Subsidiary with the intent of avoiding compliance with this Section 5.1(l)), and an explanation of any actions being taken with respect thereto;

  • Foreign-Owned Companies in Connection with Critical Infrastructure If Texas Government Code, Section 2274.0102(a)(1) (eff. Sept. 1, 2023, Section 2275.0102(a)(1), pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.) (relating to prohibition on contracts with certain foreign-owned companies in connection with critical infrastructure) is applicable to this Contract, pursuant to Government Code Section 2274.0102 (eff. Sept. 1, 2023, Section 2275.0102, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), Contractor certifies that neither it nor its parent company, nor any affiliate of Contractor or its parent company, is: (1) majority owned or controlled by citizens or governmental entities of China, Iran, North Korea, Russia, or any other country designated by the Governor under Government Code Section 2274.0103 (eff. Sept. 1, 2023, Section 2275.0103, pursuant to House Bill 4595, Acts 2023, 88th Leg., R.S.), or (2) headquartered in any of those countries.

  • Certain Additional Actions Regarding Intellectual Property If any Event of Default shall have occurred and be continuing, upon the written demand of the Collateral Agent, each Pledgor shall execute and deliver to the Collateral Agent an assignment or assignments of the registered Patents, Trademarks and/or Copyrights and Goodwill and such other documents as are necessary or appropriate to carry out the intent and purposes hereof. Within five (5) Business Days of written notice thereafter from the Collateral Agent, each Pledgor shall make available to the Collateral Agent, to the extent within such Pledgor’s power and authority, such personnel in such Pledgor’s employ on the date of the Event of Default as the Collateral Agent may reasonably designate to permit such Pledgor to continue, directly or indirectly, to produce, advertise and sell the products and services sold by such Pledgor under the registered Patents, Trademarks and/or Copyrights, and such persons shall be available to perform their prior functions on the Collateral Agent’s behalf.