Designated Properties Clause Samples

Designated Properties. Notwithstanding anything contained in this Agreement to the contrary, the General Partner, acting as a fiduciary, shall use its reasonable best efforts and act in good faith to acquire, develop, lease and operate the Designated Properties (as defined in the Contribution Agreement) in a manner to maximize the Annualized NOI (as defined in the Contribution Agreement) for the Designated Properties. Nothing in Sections 7.1(h) or 7.1(i) shall require the General Partner to contribute additional capital to the Partnership.
View SourceView Similar (2)
Designated Properties. Description of Designated Property Permitted Sale Date --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- ------------------------------------------------- --------------------------------------------------------- -------------------------------------------------
View Source
Designated Properties. Designated Property -------------------
View Source
Designated Properties. As to each of the Designated Properties: (i) HRT or its Subsidiaries have good marketable title thereto and the legal right and authority to pledge the property under the terms and conditions provided herein, (ii) the property is not subject to any liens or encumbrances other than those permitted by Section 5.07, (iii) HRT and its Subsidiaries hereby reaffirm the representations and warranties regarding Environmental Matters provided in Section 4.06, and (iv) all property taxes and governmental fees and charges relating to the properties have been paid, other than those which are not yet delinquent or which are being contested in accordance with the provisions of Section 4.16. 1.8 A new paragraph is added to the end of Section 5.07 to read as follows: Notwithstanding anything to the contrary contained herein, HRT will not nor will it permit any of its Subsidiaries to create, assume or suffer to exist any Lien on any of the Designated Properties, except (i) Liens created or contemplated hereunder, and (ii) Liens permitted under subsections (b) - (f) hereof. 1.9 A new Section 5.29 is added to read as follows:
View Source
Designated Properties. The term "Designated Properties" as used in the Agreement shall not include any properties which have been sold as permitted under the Agreement.
View Source
Designated Properties. 70 ARTICLE VI CONDITIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . 70 6.1 CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE MERGERS . 70 6.2 CONDITIONS TO OBLIGATIONS OF PRIME AND PRIME PARTNERSHIP. . . 71 6.3 CONDITIONS TO OBLIGATIONS OF HORIZON AND HORIZON PARTNERSHIP. 73
View Source
Designated Properties. The Management Committee may, from time to time, designate certain mineral properties, including an area of interest around those certain mineral properties, excluding the Almaden Excluded Area, which are then held by the ExplorationJV (“Designated Property”). In such a case, none of the amount of actual or deemed Exploration Expenditures will be allocated to the Designated Property even if some exploration has been undertaken within the Designated Property. Upon the designation of a Designated Property: (a) a separate contractual Joint Venture shall be deemed to have been automatically established between the parties in respect of the Designated Property (a “Designated Property JV”) and in which the respective participating interest in the Designated Property and the Equity Interest of the parties in such Designated Property shall be 51% for JOGMEC and 49% for Almaden and Gavilan; (b) JOGMEC shall contribute the initial aggregate amount of United States Dollars Five Hundred Thousand (USD$500,000) of Exploration Expenditures in respect of each Designated Property and thereby acquire an additional 9% of Equity Interest therein and there shall be a corresponding adjustment to the participating interest of each Party in the Designated Property JV; (c) After JOGMEC has contributed the initial aggregate amount of United States Dollars Five Hundred Thousand (USD$500,000) of Exploration Expenditures in respect of each Designated Property in accordance with Section 12(b), Exploration Expenditures shall be contributed by each Party on a pro-rata basis based on their respective Equity Interest in the Designated Property (the “Pro-Rata Stage”). (d) During Pro Rata Stage if JOGMEC or Almaden does not contribute its responsible share of funds, the Equity Interest of the non-contributing Party shall be diluted with a simple linear equation in accordance with the following formula; Where: A = that portion of the actual Exploration Expenditures in relation to the relevant program and budget which the non-contributing Party would have paid, but did not pay by virtue of such election; and B = the total Exploration Expenditures contributed by both Parties (including any deemed expenditure) from the Effective Date up to the end of the program and budget immediately preceding the Exploration Program and exploration budget in respect of which the election is being made; (e) JOGMEC’s contribution to the funding of Exploration Expenditures of each Designated Property shall be Uni...
View Source
Designated Properties. The parties hereto acknowledge that Horizon and Horizon Partnership may explore the sale of the Designated Properties prior to Closing in accordance with the provisions hereof, including without limitation Sections 1.18 and 4.1 hereof, and shall permit Prime and Prime Partnership and their financial and legal advisors to participate in such sale process; provided, however, that such agreements may provide at Horizon's election that such agreements are terminable by Horizon if this Agreement is terminated for any reason.
View Source

Related to Designated Properties

  • Unencumbered Properties Each Property included in any calculation of Unencumbered Asset Value or Unencumbered NOI satisfied, at the time of such calculation, all of the requirements contained in the definition of “Unencumbered Property Criteria.”

  • Borrowing Base Properties (a) Except where the failure to comply with any of the following would not have a Material Adverse Effect, each of Parent and Borrower shall, and shall use commercially reasonable efforts to cause each other Loan Party or the applicable tenant, to: (b) Pay all real estate and personal property taxes, assessments, water rates or sewer rents, ground rents, maintenance charges, impositions, and any other charges, including vault charges and license fees for the use of vaults, chutes and similar areas adjoining any Borrowing Base Property, now or hereafter levied or assessed or imposed against any Borrowing Base Property or any part thereof (except those which are being contested in good faith by appropriate proceedings diligently conducted). (c) Promptly pay (or cause to be paid) when due all bills and costs for labor, materials, and specifically fabricated materials incurred in connection with any Borrowing Base Property (except those which are being contested in good faith by appropriate proceedings diligently conducted), and in any event never permit to be created or exist in respect of any Borrowing Base Property or any part thereof any other or additional Lien or security interest other than Liens permitted by Section 8.01. (d) Operate the Borrowing Base Properties in a good and workmanlike manner and in all material respects in accordance with all Laws in accordance with such Loan Party’s prudent business judgment. (e) Cause each other Loan Party to, to the extent owned and controlled by a Loan Party, preserve, protect, renew, extend and retain all material rights and privileges granted for or applicable to each Borrowing Base Property.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Owned Properties The "Owned Real Property Schedule" attached hereto sets forth a list of all owned real property (the "Owned Real Property") used by the Company or any of it Subsidiaries in the operation of the Company's or any of it Subsidiaries' business. With respect to each such parcel of Owned Real Property and except for Liens in favor of the Senior Lenders: (i) such parcel is free and clear of all covenants, conditions, restrictions, easements, liens or other encumbrances, except Permitted Encumbrances; (ii) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any person the right of use or occupance of any portion of such parcel; and (iii) there are no outstanding actions or rights of first refusal to purchase such parcel, or any portion thereof or interest therein.

  • Investment Related Property Each Grantor recognizes that, by reason of certain prohibitions contained in the Securities Act and applicable state securities laws, the Collateral Agent may be compelled, with respect to any sale of all or any part of the Investment Related Property conducted without prior registration or qualification of such Investment Related Property under the Securities Act and/or such state securities laws, to limit purchasers to those who will agree, among other things, to acquire the Investment Related Property for their own account, for investment and not with a view to the distribution or resale thereof. Each Grantor acknowledges that any such private sale may be at prices and on terms less favorable than those obtainable through a public sale without such restrictions (including a public offering made pursuant to a registration statement under the Securities Act) and, notwithstanding such circumstances, each Grantor agrees that any such private sale shall be deemed to have been made in a commercially reasonable manner and that the Collateral Agent shall have no obligation to engage in public sales and no obligation to delay the sale of any Investment Related Property for the period of time necessary to permit the issuer thereof to register it for a form of public sale requiring registration under the Securities Act or under applicable state securities laws, even if such issuer would, or should, agree to so register it. If the Collateral Agent determines to exercise its right to sell any or all of the Investment Related Property, upon written request, each Grantor shall and shall cause each issuer of any Pledged Stock to be sold hereunder, each partnership and each limited liability company from time to time to furnish to the Collateral Agent all such information as the Collateral Agent may request in order to determine the number and nature of interest, shares or other instruments included in the Investment Related Property which may be sold by the Collateral Agent in exempt transactions under the Securities Act and the rules and regulations of the Securities and Exchange Commission thereunder, as the same are from time to time in effect.