New Property Owner Clause Samples

The 'New Property Owner' clause defines the rights and obligations of a new owner when a property subject to an existing agreement is sold or transferred. Typically, this clause ensures that the new owner is bound by the terms of the original contract, such as a lease or service agreement, and may require the outgoing owner to notify the other party of the change in ownership. Its core function is to maintain continuity and enforceability of contractual obligations despite changes in property ownership, thereby protecting the interests of all parties involved.
New Property Owner. As of the Closing Date, (i) New Property Owner was created solely for the purpose of and has not engaged in any activity or business other than owning the Property; (ii) the only asset of New Property Owner is the Property (and, for the avoidance of doubt, New Property Owner has no direct or indirect subsidiaries and does not own any interests in any other entity); and (iii) New Property Owner has no liabilities (contingent or otherwise) other than its liabilities as landlord under the Net Lease and those liabilities that arise solely as a result of New Property Owner’s ownership of the Property, in its capacity as owner thereof (such as real estate taxes and any liabilities under the Declaration and/or REA).
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New Property Owner. As of the Closing Date, (i) New Property Owner was created solely for the purpose of and has not engaged in any activity or business other than owning the Property; (ii) the only asset of New Property Owner is the Property (and, for the avoidance of doubt, New Property Owner has no direct or indirect subsidiaries and does not own any interests in any other entity); and
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New Property Owner. 6.3.1 From formation through the Closing Date, New Property Owner shall be duly organized (or formed), validly existing and in good standing under the laws of its State of organization. 6.3.2 As of the Closing Date, (a) Seller will be the sole record and beneficial owner of the Membership Interests, free and clear of any lien (other than liens imposed under applicable securities laws or Gaming Laws or for Permitted Exceptions), (b) the Membership Interests constitute all of the outstanding equity securities of New Property Owner, and (c) except for this Contract, there are no outstanding options, warrants, rights, calls, convertible securities or other contracts obligating Seller or New Property Owner to issue, transfer or sell any equity securities of New Property Owner. 6.3.3 As of the Closing Date, New Property Owner will own (or co-own, in the case of the Guest Data) the Purchased Assets, but otherwise will have no assets. 6.3.4 As of the Closing Date, New Property Owner will have all requisite limited liability company power and authority to enter into each of the Ancillary Agreements to which it is a party and to consummate the transactions contemplated hereby and thereby. As of the Closing Date, New Property Owner’s execution and delivery of each Ancillary Agreement to which it is a party and the consummation by New Property Owner of the transactions contemplated hereby and thereby will have been duly authorized by all necessary limited liability company action on the part of New Property Owner. As of the Closing Date, each such Ancillary Agreement will be duly executed and delivered by New Property Owner and, assuming each such Ancillary Agreement constitutes the valid and binding obligation of each other party thereto, when executed will constitute a valid and binding obligation of New Property Owner, enforceable against New Property Owner in accordance with its terms, subject to the Enforcement Limitations. The execution and delivery by New Property Owner of each Ancillary Agreement to which it is a party does not, and the consummation by New Property Owner of the transactions contemplated thereby will not, (a) conflict with, or result in any violation or breach of, any provision of the organization documents of New Property Owner or (b) subject to the governmental filings and other matters referred to in Section 6.2.3, conflict with or violate in any material respect any permit, concession, franchise, license, judgment or law applicable to New P...
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New Property Owner. On or before the second (2nd) Business Day prior to the Closing Date (but not earlier than the fourth (4th) Business Day prior to the Closing Date), Seller shall form IC ▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇ LLC, a single member, member-managed, limited liability company in the State of Delaware (“New Property Owner”), which shall be a direct subsidiary of Seller and shall be qualified to do business in the State of Nevada, based on the forms of the certificate of formation and limited liability company agreement attached hereto as Exhibit C (the “Organizational Documents”). On the Business Day prior to the Closing Date, Seller shall transfer the Purchased Assets to New Property Owner pursuant to the grant, bargain and sale deed, substantially in the form of Exhibit D attached hereto (the “Deed”) and the other applicable Ancillary Agreements. At all times prior to Closing, Seller shall own one hundred percent (100%) of the equity interests in New Property Owner (the “Membership Interests”). Seller shall ensure that New Property Owner will be a disregarded entity for federal income tax purposes.
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Related to New Property Owner

  • Property Ownership Except as set forth in the Registration Statement and the Prospectus or in the SEC Documents and except as would not reasonably be expected to result in, individually or in the aggregate, a Material Adverse Effect, (i) each of the Company and its Subsidiaries owns its property and assets free and clear of all Liens, except such Liens which arise in the ordinary course of business and do not impair its ownership or use of such property or assets, and (ii) with respect to the property and assets it leases, if any, each of the Company and its Subsidiaries is in compliance with such leases and, to its knowledge, holds a valid leasehold interest free of any Liens except as set forth under the terms of the lease.

  • Access to Property, Property’s Management, Property Lender, and Property Tenants Potential Investor agrees to not seek to gain access to any non-public areas of the Property or communicate with Property’s management employees, the holder of any financing encumbering the Property, the Property’s tenants, and the Owner’s partners in the ownership of the Property, without the prior consent of Owner or JLL, which consent may be withheld in the Owner’s sole discretion.

  • Partnership Property All property, real, personal, tangible, intangible, or mixed, acquired by or contributed to the Partnership shall be owned by the Partnership and titled in its name and such property shall not be owned individually by any Partner. Each Partner acknowledges and agrees that the System and all elements thereof, are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Proprietary Marks are the exclusive property of the Company and are not Partnership property. Each Partner acknowledges and agrees that the Partnership shall not acquire or own any land or buildings. Any land or buildings used in the Partnership business shall be acquired and owned by the Company or an Affiliate of the Company and leased to the Partnership at reasonable rates and terms, and such land and buildings shall not be Partnership property.

  • 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.”

  • B8 Property Where the Client issues Property free of charge to the Contractor such Property shall be and remain the property of the Client and the Contractor irrevocably licences the Client and its agents to enter upon any premises of the Contractor during normal business hours on reasonable notice to recover any such Property. The Contractor shall not in any circumstances have a lien or any other interest on the Property and the Contractor shall at all times possess the Property as fiduciary agent and bailee of the Client. The Contractor shall take all reasonable steps to ensure that the title of the Client to the Property and the exclusion of any such lien or other interest are brought to the notice of all sub-contractors and other appropriate persons and shall, at the Client’s request, store the Property separately and ensure that it is clearly identifiable as belonging to the Client.