Entirety of Property Clause Samples

Entirety of Property. If, before the Closing Date, all or any material part of the Property (taken as a whole) is destroyed or damaged, or becomes subject to condemnation or eminent domain proceedings, then Seller shall promptly deliver a Seller’s Notice to Purchaser. Purchaser may thereafter elect to terminate this Agreement in its entirety, or proceed with Closing on the entirety of the Property by delivering a written notice thereof to Seller within ten business days after Purchaser’s receipt of a Seller’s Notice; provided that Purchaser’s failure to timely make an election shall be deemed to be Purchaser’s election to terminate this Agreement. If Purchaser elects (or is deemed to have elected) to terminate this Agreement pursuant to this Section 8(b), neither party shall have any further rights or obligations under this Agreement except for those which expressly survive termination. If (but only if) Purchaser elects in writing to proceed with Closing, then the parties shall proceed with the Closing; provided that Purchaser shall receive a credit to the Purchase Price at Closing for any deductible, self-insured amount, or uninsured loss, and Purchaser shall be entitled to all insurance proceeds and/or condemnation awards in connection with the applicable casualty or condemnation. In connection therewith, Seller shall assign to Purchaser at Closing Seller’s rights to any such casualty proceeds and/or condemnation awards; provided, however, that if the applicable casualty proceeds and/or condemnation awards are not assignable, Seller shall, file a claim for the applicable proceeds and/or awards, use good faith, commercially reasonable efforts to negotiate and settle such claim in consultation with, and subject to the approval of, Purchaser, and promptly pay over to Purchaser any applicable insurance proceeds and/or condemnation awards paid in respect thereof, after first recouping Seller’s reasonable out-of-pocket expenses related thereto.
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Entirety of Property. Notwithstanding anything to the contrary as contained in this Agreement, Buyer has no right to purchase, and Sellers have no obligation to sell, less than all of the Property, it being the express agreement and understanding of Buyer and Sellers that, as a material inducement to Buyer and Sellers to enter into this Agreement, Sellers have agreed to sell, and Buyer has agreed to purchase, all of the Property and each of the Improved Parcels subject to this Agreement, including, without limitation, the Fort Union Property, the Orem Property, and the Taylorsville Property, subject to and in accordance with the terms and conditions of this Agreement.
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Related to Entirety of Property

  • Acquisition of Property The Contractor shall document that all property was acquired consistent with its engineering, production planning, and property control operations.

  • Operation of Property To continue to operate the Property consistent with past practices.

  • Identity Of Property a. The Purchaser shall admit the identity of the Property purchased with that described in the Proclamation of Sale and such other documents such as muniments offered by the Auctioneer as to the title to the Property upon the evidence afforded by the comparison of the description in the particulars and muniments respectively and with that described in the Security Documents without requiring any further proof. b. The Purchaser shall accept the area shown in the particulars of the Proclamation of Sale or Conditions of Sale or Memorandum. The Assignee shall not be liable to the Purchaser for any discrepancy(ies) appearing after the sale concerning the identity of the Property purchased or the area shown in the particulars of the Conditions of Sale. c. Upon issuance of the strata/individual title to the Property, if the land or floor area is found to exceed that as described and additional payment is imposed for the excess area by the Developer and/or relevant authorities, then such additional payment shall be borne and paid solely by the Purchaser. d. If the land or floor area of the Property is found to be less then that as described, any claim for the reduced area shall be undertaken solely by the Purchaser against the Developer and/or such other party and the auction sale herein shall not be annulled and neither the Assignee, the Assignee’s Solicitors nor the Auctioneer shall be liable thereof for such claim.

  • Condition of Property Seller or the originator of the Mortgage Loan inspected or caused to be inspected each related Mortgaged Property within six months of origination of the Mortgage Loan and within twelve months of the Cut-off Date. An engineering report or property condition assessment was prepared in connection with the origination of each Mortgage Loan no more than twelve months prior to the Cut-off Date. To Seller’s knowledge, based solely upon due diligence customarily performed in connection with the origination of comparable mortgage loans, as of the Closing Date, each related Mortgaged Property was free and clear of any material damage (other than (i) deferred maintenance for which escrows were established at origination and (ii) any damage fully covered by insurance) that would affect materially and adversely the use or value of such Mortgaged Property as security for the Mortgage Loan.

  • Condition of Properties All facilities, machinery, equipment, fixtures and other properties owned, leased or used by the Company are in reasonably good operating condition and repair, subject to ordinary wear and tear, and are adequate and sufficient for the Company’s business.