Retained Real Property Clause Samples

Retained Real Property. Subject to the terms and conditions of this Agreement, ESS Technology and Vialta agree that, upon the Distribution, Vialta and its Subsidiaries shall hold or retain interests the following real property:
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Retained Real Property. All right, title and interest of any Seller in (i) any Owned Real Property retained by Sellers and leased to Buyer pursuant to Section 3.3(b) and (ii) the Branford Rental Properties.
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Retained Real Property. The following shall be added to the Asset Purchase Agreement as Section 14.21:
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Retained Real Property. Schedules 5.10(a)(i) through (a)(iv) describes all real properties owned, held or used by the Retained Companies (each a "Retained Real Property"), (i) Schedule 5.10(a)(i) lists the Retained Real Properties owned by the Retained Companies, (ii) Schedule 5.10(a)(ii) lists the Retained Real Properties held by the Retained Companies under leases and the leases under which the same are held, (iii) Schedule 5.10(a)(iii) lists the Retained Real Properties held by the Retained Companies under joint ventures or partnerships (each a "Joint Venture") and the joint venture or partnership agreements under which the same are held , and (iv) Schedule 5.10(a)(iv) lists each management agreement (each a "Management Agreement") to which a Retained Company is a party and the hotels that are the subject of such Management Agreements and the owners and lessors of those properties.
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Retained Real Property. The real property (i) more fully described on Schedule 1.2(a-1) and located adjacent to the Real Property (the "HSI Property") and (ii) owned or leased by the Company located east of ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇. ▇▇▇▇ near the City of Blytheville, Arkansas, each together with all improvements, equipment and personal property located thereon and intangible personal property used in connection therewith (collectively, the "Retained Real Property").
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Retained Real Property. (a) Schedules 5.10(a)(i) through (a)(iv) describes all real properties owned, held or used by the Retained Companies (each a "RETAINED REAL PROPERTY"), (i) Schedule 5.10(a)(i) lists the Retained Real Properties owned by the Retained Companies, (ii) Schedule 5.10(a)(ii) lists the Retained Real Properties held by the Retained Companies under leases and the leases under which the same are held, (iii) Schedule 5.10(a)(iii) lists the Retained Real Properties held by the Retained Companies under joint ventures or partnerships (each a "JOINT VENTURE") and the joint venture or partnership agreements under which the same are held, and (iv) Schedule 5.10(a)(iv) lists each management agreement (each a "MANAGEMENT AGREEMENT") to which a Retained Company is a party and the hotels that are the subject of such Management Agreements and the owners and lessors of those properties. (b) Each lease, Joint Venture agreement and Management Agreement described in Schedules 5.10(a)(i) through (a)(iv) is valid, binding and enforceable in accordance with its material terms, subject to bankruptcy, insolvency, reorganization, moratorium and similar laws affecting the enforcement of rights generally and to general principles of equity, neither the applicable Retained Company nor, to the knowledge of HII, any other party thereto is in default under any material provision of such lease or agreement,
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Related to Retained Real Property

  • Owned Real Property The Company does not own any real property.

  • Leased Real Property (i) Ibis does not own any real property and the ownership of any real property is not necessary for the operation of the Business. Ibis does not lease, sublease, license or otherwise grant any Person the right to use any real property. Neither Isis nor any of its Affiliates leases, subleases, licenses or occupies any real property used or occupied by, or necessary for the operation or conduct of, the Business. (ii) Schedule 5.1(w)(ii) sets forth the names of the lessor and lessee, the address of each parcel of real property used by Ibis (collectively, the “Leased Real Property”), and a list of all leases, subleases, licenses and other agreements (whether written or oral) (collectively, “Leases”) for each such Leased Real Property. None of the Leases is a ground lease. Ibis and Isis have delivered to AMI a true and complete copy of each such Lease document, and in the case of any oral Lease, a written summary of the material terms of such Lease. Ibis does not own any structures, improvements or fixtures located on any Leased Real Property (collectively, “Leasehold Improvements”) and no Leasehold Improvements other than those provided to Ibis under the Corporate Services Agreement are material to the operation of the Business. (iii) Each such Lease is legal, valid, binding, enforceable and in full force and effect. (iv) Neither Ibis nor, to Isis’ or Ibis’ Knowledge, any other party to a Lease is in breach or default under such Lease, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, could reasonably be expected to constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and neither Ibis nor Isis has received notice that the Leased Real Property is in violation of any Applicable Law. (v) No security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full. Neither Ibis nor any other Person owes any brokerage commissions, finder’s fees, free rent or allowances with respect to such Lease.

  • Real Property (a) Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. (b) Section 3.15(b) of the Company Disclosure Letter contains a complete and accurate list of all of the existing material leases, subleases, licenses or other agreements under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property in excess of 7,500 square feet (such property, the “Leased Real Property”, and each such lease, sublease, license or other agreement, a “Lease”). The Company has heretofore delivered or made available to Newco a complete and accurate copy of all Leases (including all modifications, amendments, supplements, waivers and side letters thereto). With respect to each of the Leases: (A) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed, and to the Company’s or Subsidiary’s knowledge, there are no disputes with respect to such Lease; (B) the Company or Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein; (C) the Company or Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; and (D) there are no liens or encumbrances on the estate or interest created by such Lease, other than Permitted Liens which are not of the type described in clause (iii) of the definition thereof. The Company and/or its Subsidiaries have and own valid leasehold estates in the Leased Real Property, free and clear of all liens other than Permitted Liens. To the knowledge of the Company, neither the Company nor any of its Subsidiaries is in material breach of or default under any Lease. (c) Section 3.15(c) of the Company Disclosure Letter contains a complete and accurate list of all of the existing subleases, licenses or similar agreements (each a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future, any of the Leased Real Property. With respect to each of the Subleases: (A) to the Company’s Knowledge, there are no disputes with respect to such Sublease; and (B) the other party to such Sublease is not an Affiliate of, and otherwise does not have any economic interest in, the Company or any Subsidiary. (d) Section 3.15(d) of the Company Disclosure Letter sets forth for each Lease and Sublease (i) the expiration date of such Lease or Sublease, (ii) any payments in connection with such Lease or Sublease triggered or accelerated in connection with the transactions contemplated by this Agreement and (iii) the amount of the security deposit, if any, applicable to such Lease or Sublease.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

  • Title; Real Property (a) Each of the Borrower and its Subsidiaries has good and marketable title to, or valid leasehold interests in, all Real Property and good title to all personal property, in each case that is purported to be owned or leased by it, including those reflected on the most recent Financial Statements delivered by the Borrower, and none of such properties and assets is subject to any Lien, except Liens permitted under Section 8.2