Certain Real Property Matters Clause Samples
The 'Certain Real Property Matters' clause defines specific terms, conditions, or exceptions related to the ownership, use, or transfer of real estate within an agreement. It typically addresses issues such as easements, encumbrances, zoning restrictions, or rights of third parties that may affect the property in question. By clearly outlining these matters, the clause ensures that both parties are aware of any limitations or obligations tied to the property, thereby reducing the risk of future disputes and ensuring transparency in the transaction.
Certain Real Property Matters. (a) Each of the parties hereto acknowledges and agrees that, any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding, no Additional Credit Amendment, Extension Amendment, or Additional Extension Amendment, nor any other amendment hereto which has the effect of extending the Maturity Date or increasing the Aggregate Commitments, shall become effective or be consummated unless and until the Lead Borrower shall have received (within 30 days after the Administrative Agent notified the Lenders of such contemplated Additional Credit Amendment, Extension Amendment, or Additional Extension Amount, or other such amendment having the effect of extending the Maturity Date), confirmation from each of the Administrative Agent, the Collateral Agent, and each Lender that (i) such Person’s due diligence with respect to flood insurance requirements for all Mortgaged Properties has been completed, (ii) the results of such due diligence are satisfactory to such Person, and (iii) such Person has received all evidence of compliance with flood insurance requirements set forth in the Loan Documents and found such evidence reasonably satisfactory.
(b) Any other term or provision of this Agreement or any other Loan Document to the contrary notwithstanding (i) the Lead Borrower shall provide at least 30 days’ prior written notice to the Administrative Agent and the Lenders before delivering a Mortgage with respect to any Material Real Property and shall not execute and deliver any Mortgage with respect to any Material Real Property before receiving confirmation from each of the Administrative Agent, the Collateral Agent, and each of the Lenders of the completion of their respective due diligence with respect to flood insurance requirements for such Real Property and receipt of evidence of compliance with flood insurance requirements set forth in the Loan Documents that is reasonably satisfactory thereto and (ii) if, solely because of the effect of this clause (b), any Loan Party is unable to satisfy any requirement under this Agreement or any other Loan Document (including, without limitation, the Collateral and Guarantee Requirement), then such Loan Party’s performance of such requirement shall be excused, but only for so long as this clause (b) is the sole reason for such Loan Party’s failure to satisfy such requirement.
Certain Real Property Matters. Anything to the contrary in this Agreement notwithstanding, the Acquired Companies and the Sellers may borrow money, expend funds and incur related liabilities for the purpose of acquiring and renovating certain real property known as the “North Buffalo School Property” in North Buffalo Township, Pennsylvania (the “North Buffalo Facility”). Sellers will advise TOG in advance of any such obligation in excess of $25,000 in the aggregate. TOG acknowledges that the North Buffalo Facility will be purchased by Sellers or their designee, and to the extent that any Acquired Company borrows money, expends funds or incurs liabilities to acquire and renovate the North Buffalo Facility on behalf of the Sellers or their designee, the Purchase Price shall be reduced by such amount and the same shall be deducted from the Purchase Price paid at Closing in the following ratio: 13.33% of such amount shall be deducted from the TOG Stock delivered under Section 2.4(b)(i); and 86.67% of such amount shall be deducted from the cash delivered under Section 2.4(b)(ii).
Certain Real Property Matters. (a) At Closing, Buyer shall reimburse Seller or one of its Subsidiaries, as designated by Seller prior to Closing, in immediately available funds for an amount equal to the total of any and all security deposit monies then being held by the landlords under each Lease (collectively, the “Lease Deposits”) to the extent any such amounts are not included in the Closing Net Working Capital. In the event that any landlord under a Lease holds a letter of credit or other similar instrument (each, a “Lease Security Instrument”) as security for performance of the tenant’s obligations under such Lease, Buyer shall promptly and, in any event, within thirty (30) days following the Closing Date, cause each and every such Lease Security Instrument to be canceled and returned to Seller. Seller shall deliver a written description of each Lease Deposit and Lease Security Instrument to Buyer at least five (5) Business Days prior to Closing.
Certain Real Property Matters. (i) Except as set forth on Schedule 3.1(y)(i), there is no pending, or to the actual knowledge of Sellers, threatened, condemnation or similar proceeding affecting any Store or any portion thereof. There are no pending or, to Sellers' knowledge threatened, special assessments or improvements or activities of any governmental or quasi-governmental authority either planned, in the process of construction, or completed which may give rise to any special assessment against any Store or any portion thereof.
(ii) Neither Seller has received any written notice from any insurance company of any defects or inadequacies in any Store or any part thereof which could materially and adversely affect the insurability of such Store or the premiums for the insurance thereof. No written notice has been given by any insurance company which has issued a policy with respect to any portion of any Store or by any board of fire underwriters (or other body exercising similar functions) requesting the performance of any repairs, alterations or other work with which compliance has not been made.
(iii) There are no parties in possession of any portion of any Store, whether as tenants, tenants at sufferance, trespassers or otherwise, except Sellers.
(iv) To the actual knowledge of the Sellers, there is no law, ordinance, order, regulation or requirement now in existence or under active consideration by any governmental authority which could require the owner of the Stores to make aggregate expenditures in excess of $200,000, in the aggregate, to modify or improve the Stores to bring them into compliance therewith and there is no pending judicial or administrative action with respect to the Stores.
(v) Except as set forth on Schedule 3.1(y)(v), there are currently in existence no service, operating or management agreements or arrangements requiring annual payments in excess of $100,000 with respect to the Stores.
(vi) There are presently in existence water, sewer, gas and electrical lines and surface drainage systems serving each Store which have been licensed, permitted, completed, installed and paid for and which are sufficient as licensed and permitted to service the operations of each such Store when fully occupied and operational. All utility lines serving each Store are located in the right-of-way of public roadways to the boundary of the land on which Store is situated.
(vii) Each Store has adequate access to and from completed, dedicated and accepted public roads and there is n...
Certain Real Property Matters. (a) Prior to the Closing Date, the Seller shall have purchased for book value as of December 31, 2001, the property described on Schedule 5.9(a) hereto of Border Electrical Co., L.P. ("Border Electric"), located at 10855 Pellicano, El Paso, Texas without recourse to the Buyer, Bord▇▇ ▇▇▇▇▇▇▇▇ ▇▇ ▇▇▇ of their Affiliates.
(b) Prior to the Closing Date, the Seller shall, at its own expense, use its best efforts to cause Maximum Refrigeration & Air Conditioning Corp. (formerly known as CS24 Acquisition Corp.), a Company Subsidiary and the tenant under that certain lease agreement, dated June 30, 1998, by James Olympios, as landlord, for the space located at 1310 Central ▇▇▇▇▇▇, ▇▇▇▇▇▇de, New Jersey ("Hillside lease"), descr▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇ ▇.▇(▇) ▇▇▇▇▇▇, (▇) ▇▇ ▇▇rminate the Hillside lease with the consent of the landlord and (ii) to be released from any and all obligations thereunder. In the event the Seller has not obtained such termination, landlord's consent and release prior to the Closing Date, at the Buyer's option, the Seller shall assume the obligations under the Hillside lease or shall reduce the Purchase Price by $100,000. In the event the Buyer has not exercised such option to reduce the Purchase Price, the Seller further agrees to indemnify and hold the Buyer and its Affiliates harmless for any and all liabilities or obligations, now existing or which may subsequently arise, in connection with the tenant's use, occupancy, possession and/or operation of business under the Hillside lease and in connection with the Seller's obligations under this Section 6.14(b).
Certain Real Property Matters. 20 (z) No Other Representations or Warranties . . . . . . .
Certain Real Property Matters. (a) The Seller shall use its commercially reasonable efforts to obtain within 30 days of the Closing Date an access easement benefitting the Owned Real Property located at Georgetown, South Carolina from Praxair, Inc. for the benefit of the Purchaser, its successors and assigns. The Seller shall coordinate its efforts in that regard with the Purchaser's counsel.
(b) In the event that the Seller does not deliver the survey of the Georgetown, South Carolina property to the Purchaser by the Closing, the Seller shall, within fourteen days following the Closing Date, cause such survey to be completed at its sole expense and delivered to the Purchaser. The survey shall include a description of the access drive subject to the Reciprocal Easement Agreement benefitting the property. The survey shall contain such certifications as may be reasonably required by the Purchaser, consistent with the certifications provided on other surveys delivered by the Seller hereunder.
(c) The Seller has requested that Weyerhauser Corporation grant an access easement benefitting the Plymouth, North Carolina property (the "Access Easement"). Following the Closing Date, the Seller shall obtain the Access Easement in favor of the Purchaser and shall cause the Access Easement to be recorded in the real estate records in the County in which the property is located within sixty days following the Closing Date. The Access Easement shall contain such terms as shall be approved by the Purchaser in the good faith exercise of its reasonable business judgment, which approval shall not be unreasonably withheld or delayed.
Certain Real Property Matters. On or before February 8, 2006, the Loan Parties will provide to the Administrative Agent ALTA mortgagee title insurance policies issued by S▇▇▇▇▇▇ Title Guaranty Company (or such other title company as shall be acceptable to the Administrative Agent in its sole discretion) (the “Mortgage Policies”) with respect to each of the Shoreline/Cottage Grove Properties, assuring the Administrative Agent that each of the Mortgage Instruments creates a valid and enforceable first priority mortgage lien on the applicable Mortgaged Property, free and clear of all defects and encumbrances except Permitted Liens, which Mortgage Policies shall otherwise be in form and substance reasonably satisfactory to the Administrative Agent and shall include such endorsements as are reasonably requested by the Administrative Agent;
Certain Real Property Matters. No portion of the Property is, or to the ----------------------------- knowledge of the PBS Parties, will be, affected by any special assessments or impact fees imposed by any Governmental Authority. None of the PBS Parties has received notice, or has any knowledge of (a) any change contemplated in the requirements of any Governmental Authority, (b) any judicial or administrative action, (c) any action by adjacent landowners, or (d) any material adverse condition affecting (i) the Business or the Property, (ii) the operation by either ▇▇▇▇▇▇▇, ▇▇▇▇▇ or ▇▇▇▇▇▇ of the Business, or (iii) the ability of ▇▇▇▇▇▇▇, ▇▇▇▇▇ to conduct the Business or use the Property in a manner substantially the same as the conduct of the Business and the use of the Property by ▇▇▇▇▇▇ immediately prior to the date hereof. Except for ▇▇▇▇▇▇ and Strouse, Adler, there are no other parties in possession of any portion of the Property whether as lessees, tenants at sufferance, trespassers or otherwise.
Certain Real Property Matters. 8 2.17.1 Ownership..............................................................................8 2.17.2 Real Property Leases. .................................................................9 2.17.3