Ownership of the Properties Clause Samples
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Ownership of the Properties. (a) Lessor and Lessee intend that for federal and all state and local income tax purposes and other tax purposes, for bankruptcy purposes, creditor's rights purposes, environmental law purposes, for purposes of exercising remedies against the Lessee, the Construction Agent or the Properties, and for the purposes of any other laws governing any right or obligation of any party under any Operative Agreement (A) this Lease will be treated as a loan and financing arrangement and not a true lease, (B) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to owners of property similar to the Properties for such tax purposes, and (C) all payments of Basic Rent shall be deemed to be interest payments. Consistent with the foregoing, Lessee intends to claim depreciation and cost recovery deductions associated with the Property, and Lessor agrees not to take any inconsistent position on its income tax returns. Neither Lessor, the Agent, any Lender, any Holder nor NCMI makes any representation or warranty with respect to the foregoing matters described in this Section 7.1 and will assume no liability for the Lessee's accounting treatment of this transaction.
(b) Lessor and Lessee further intend and agree that, for the purpose of securing Lessee's obligations hereunder, (i) this Lease shall be deemed to be a security agreement and financing statement within the meaning of Article 9 of the Uniform Commercial Code respecting each of the Properties to the extent such is personal property and an irrevocable grant and conveyance of a lien and mortgage on each of the Properties to the extent such is real property; (ii) the acquisition of title (or to the extent applicable, a leasehold interest) in each Property referenced in Article II shall be deemed to be (A) a grant by Lessee to Lessor of a lien on and security interest in all of Lessee's right, title and interest in and to each Property and all proceeds (including without limitation insurance proceeds) of any of the Property, whether in the form of cash, investments, securities or other property, (B) an assignment by Lessee to Lessor of all rents, profits and income produced by any of the Property and (C) an assignment by Lessee to Lessor of all proceeds of any operating agreements or other agreements between Lessee and any Governmental Authority relating to any Property; and (iii) notifications to Persons holding such property, and acknowledgments, receipts o...
Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a)(i), each Initial Property Owner that owns any of the Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to such Property free and clear of all Liens, except Permitted Liens. No Person has any right or option to acquire all or any portion of any Property, other than the Operating Partnership pursuant to this Agreement, except as set forth on Schedule 4.04(a)(ii).
(b) Except as would not reasonably be expected to have a Fund Material Adverse Effect, each Initial Property Owner that leases any of the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of such Property, pursuant to the terms of said Lease, in each case free and clear of all Liens, except Permitted Liens. No Initial Property Owner has received any written notice of any default under any of the real property leases pursuant to which it leases such Properties, and to the Contributors’ knowledge there is no material uncured default by any landlord thereunder.
(c) Each Initial Property Owner has in place an owner’s or leasehold owner’s policy of title insurance that is currently effective for the Property it is listed as owning on Exhibit A, insuring title in the name of such Initial Property Owner, as listed on Schedule 4.04(c) hereto.
(d) Except for matters set forth on Schedule 4.04(d) hereto and except as would not reasonably be expected to have a Fund Material Adverse Effect, (1) no Contributor, nor any of the Initial Property Owners nor any of the Properties nor, to the knowledge of any Contributor, any other party to any material agreement affecting any Property (other than a Lease (as such term is hereinafter defined) for space within such Property), is in default under any such material agreement affecting any Property, (2) to the knowledge of the Contributor, no event has occurred or has been threatened in writing, which with or without the passage of time or the giving of notice, or both, would constitute a default under any such agreement, or would, individually or together with all such other events, reasonably be expected to cause the acceleration of any obligation of any party thereto or the creation of a Lien upon any asset of the Contributor being contributed to the Operating Partnership, Initial Property Owners or the Properties and (3) to th...
Ownership of the Properties. (a) Lessor and Lessee intend that for federal and all state and local income tax purposes, bankruptcy purposes, regulatory purposes, commercial law and real estate purposes and all other purposes (other than for accounting purposes) (A) this Lease will be treated as a financing arrangement and (B) Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to owners of property similar to the Properties for such tax purposes; provided, however, that for financial accounting purposes, Lessor and Lessee intend that this Lease will be treated as an operating lease. Notwithstanding the foregoing, neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the foregoing treatments under applicable accounting rules, tax, bankruptcy, regulatory, commercial or real estate law or under any other set of rules. Lessee shall claim the cost recovery deductions associated with each Property, and Lessor shall not, to the extent not prohibited by Law, take on its tax return a position inconsistent with Lessee's claim of such deductions.
(b) For all purposes described in Section 7.1(a) except for financial accounting purposes, Lessor and Lessee intend this Lease to constitute a finance lease and not a true lease. In order to secure the obligations of Lessee now existing or hereafter arising under any and all Operative Agreements, Lessee hereby conveys, grants, assigns, transfers, hypothecates, mortgages and sets over to Lessor, for the benefit of all Financing Parties, a first priority security interest in and lien (but subject to the security interest and lien in the assets granted by Lessee in favor of the Agent in accordance with the Security Documents) on all right, title and interest of Lessee (now owned or hereafter acquired) in and to all Properties to the extent such is personal property and does hereby irrevocably MORTGAGE, GRANT, BARGAIN, SELL, ALIEN, REMISE, RELEASE, CONFIRM AND CONVEY to Lessor, for the benefit of all Financing Parties, a lien and mortgage (but subject to the lien and mortgage in the assets granted by Lessee in favor of the Agent in accordance with the Security Documents) on all right, title and interest of Lessee (now owned or hereafter acquired) in and to all Properties to the extent such is a real property. The security interest, lien and mortgage in the assets granted by Lessee in favor of Lessor are assigned by Lessor...
Ownership of the Properties. (a) Except as set forth on Schedule 4.04(a), CyrusOne LLC or any Subsidiary of CyrusOne LLC that owns any of the Property that is designated as owned real property in Exhibit A hereto has good and marketable title in fee simple to such Property free and clear of all Liens except Permitted Liens.
(b) Except as set forth on Schedule 4.04(b), CyrusOne LLC or any Subsidiary of CyrusOne LLC that leases any of the Property that is designated as leased real property in Exhibit A hereto has a valid leasehold interest in, and enjoys peaceful and undisturbed possession (consistent with historical use) of such Property, in each case free and clear of all Liens except Permitted Liens. Neither CyrusOne LLC nor any Subsidiary of CyrusOne LLC has received any written notice of any material uncured default under any of the real property leases pursuant to which it leases such Properties, and to the Contributor’s knowledge there is no material uncured default by any landlord thereunder, except in each case as would not reasonably be expected to have a Material Adverse Effect.
Ownership of the Properties. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and lessor of the Properties and the Lessee will be treated as the lessee of the Properties leased by it hereunder and (ii) for federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (A) the Lease will be treated as a secured financing arrangement between the Lessor and the Lessee, and (B) the Lessee will be treated as the owner of each Property and will be entitled to all tax benefits ordinarily available to an owner of properties like each Property for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that none of the Administrative Agent, the Arranger or any Participant has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate. The parties hereto will not take any position inconsistent with the intentions expressed herein.
(b) It is the intent of the parties hereto that this Master Lease grants a security interest and mortgage, as the case may be, on each Property to the Lessor for the benefit of the Lessor and the other Participants to secure the performance of the Lessee under and payment of all amounts under the Lease and the other Operative Documents all as more specifically set forth in the Mortgages.
Ownership of the Properties. Both parties hereby acknowledge that the MINORITY PARTNER is the sole owner of the PROPERTIES and will remain as such until termination of this Agreement, unless the MINORITY PARTNER decides to sell them to the OPERATING PARTNER that shall have the first right of refusal to buy the PROPERTIES. The MINORITY PARTNER could sell the PROPERTIES to a third party, only if the OPERATING PARTNER grants its consent to.
Ownership of the Properties. (a) The parties hereto intend that (i) for financial accounting purposes with respect to the Lessee, the Lessor will be treated as the owner and the lessor of the Properties and the Lessee will be treated as the lessee of the Properties and (ii) for all other purposes, including federal and all state and local income tax purposes, state real estate and commercial law and bankruptcy purposes, (A) this Lease will be treated as a financing arrangement, (B) the Lessor and the Lenders will be deemed lenders making loans to the Lessee in an amount equal to the sum of the Lessor Amount and the outstanding principal amount of the Loans and (C) the Lessee will be treated as the owner of the Properties and will be entitled to all tax benefits ordinarily available to an owner of properties like the Properties for such tax purposes. Nevertheless, the Lessee acknowledges and agrees that neither the Lessor nor any of the Lenders has made any representations or warranties to the Lessee concerning the tax, accounting or legal characteristics of the Operative Documents and that the Lessee has obtained and relied upon such tax, accounting and legal advice concerning the Operative Documents as it deems appropriate.
(b) It is the intent of the parties hereto that this Lease grants a security interest and mortgage, as the case may be, on the Properties to the Lessor to secure Lessee's performance under and payment of all amounts under this Lease and the other Operative Documents.
Ownership of the Properties. The Owner hereby represents that it holds good and marketable fee title to the Properties and other customary liens encumbrances (including financing encumbrances) or charges previously disclosed to the Manager, and that it will keep and maintain such title in the Properties free and clear of any and all liens, encumbrances or other charges, except as follows:
1. Liens, encumbrances or charges described above in this Section 3.01;
2. Easements or other encumbrances (other than those described below) that do not materially adversely affect the operation of the Properties by the Manager;
3. Reciprocal easements, licenses or rights appurtenant that do not affect the utility of the Properties;
4. Mortgages, deeds of trust, deeds to secure debt, or similar security instruments; and
5. Liens for taxes, assessments, levies or other public charges not yet due or that are being contested in good faith.
Ownership of the Properties. (a) Lessor and Lessee intend that (i) for financial accounting purposes with respect to Lessee (A) this Lease will be treated as an "operating lease" pursuant to Statement of Financial Accounting Standards No. 13, as amended, (B) Lessor will be treated as the owner and lessor of each Property and (C) Lessee will be treated as the lessee of each Property, but (ii) for federal and all state and local income tax purposes and bankruptcy purposes (A) this Lease will be treated as a financing arrangement and (B) Lessee will be treated as the owner of the Properties. Notwithstanding the foregoing, neither party hereto has made, or shall be deemed to have made, any representation or warranty as to the availability of any of the foregoing treatments under applicable accounting rules, tax law or bankruptcy law. Lessee shall claim the cost recovery deductions associated with each Property, and Lessor shall not, to the extent not prohibited by Law, take on its tax return a position inconsistent with Lessee's claim of such deductions.
(b) [Intentionally Omitted].
Ownership of the Properties. The Seller owns fee title to the Properties. The representations and warranties of Seller contained in this Section 9.1.7 shall survive Closing for a period of six (6) months.