Transfer of the Mixed Use Property Clause Samples

Transfer of the Mixed Use Property. (a) To provide for the completion of the Mixed Use Project by Kite ▇▇▇▇▇▇ and to further enable the completion of the LLB Project by LLB, subject to the procedures required by law including the Act and the terms and conditions hereof, the Commission will sell to Kite ▇▇▇▇▇▇ the Mixed Use Property for a purchase price of $1. The Mixed Use Property will be conveyed “as is” to Kite ▇▇▇▇▇▇ within ninety (90) days following the execution of this Agreement through execution and delivery by the Commission of a Special Warranty deed consistent with the form of Special Warranty deed attached hereto as Exhibit F (the “Kite ▇▇▇▇▇▇ Deed”), and subject to (a) building and zoning ordinances; (b) permitted exceptions to the deed and deed restrictions; (c) all encumbrances and restrictions of record; and (d) the terms, conditions and restrictions of this Agreement. (b) Within thirty (30) days following execution of this Agreement, the Town Parties will provide any environmental surveys, prior title work, and feasibility studies prepared with respect to the Property and in the Town Parties’ possession to Kite ▇▇▇▇▇▇. Kite ▇▇▇▇▇▇ shall be responsible for any further environmental surveys and any title work or policies to be completed on the Mixed Use Property and such items shall, if completed, be completed at the sole cost of Kite ▇▇▇▇▇▇. (c) In connection with the sale of the Mixed Use Property to Kite ▇▇▇▇▇▇, Kite ▇▇▇▇▇▇ and the Commission shall execute and deliver the following items: Kite ▇▇▇▇▇▇ and/or Commission, as applicable, shall execute and deliver the following: (A) the Kite ▇▇▇▇▇▇ Deed conveying to Kite ▇▇▇▇▇▇ fee simple title to the Mixed Use Property; (B) a promissory note and a real estate mortgage in the forms attached hereto as Exhibit G (collectively, the “Note and Mortgage”) securing the interests of the Town Parties in the payment of Shortfall Payments, if any, that would be due by Kite ▇▇▇▇▇▇ to the Town Parties as provided in Section 6.03 hereof; (C) if necessary, a vendor’s affidavit in form and substance such that the Title Company agrees to delete the standard exceptions for non-survey matters; (D) if necessary, an affidavit that the Commission is not a “foreign person”, in form and substance required by the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder; (E) a certification by the Commission that all of the representations and warranties set forth in this Agreement remain true and accurate in all re...
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Related to Transfer of the Mixed Use Property

  • Transfer of the Property Any sale, lease, conveyance, assignment, pledge, encumbrance, or transfer of all or any part of the Property or any interest therein, voluntarily or involuntarily, whether by operation of law or otherwise, except: (i) sales or transfers of items of the Accessories which have become obsolete or worn beyond practical use and which have been replaced by adequate substitutes, owned by Mortgagor, having a value equal to or greater than the replaced items when new; and (ii) the grant, in the ordinary course of business, of a leasehold interest in a part of the Improvements to a tenant for occupancy, not containing a right or option to purchase and not in contravention of any provision of this Mortgage or of any other Loan Document. Mortgagee may, in its sole discretion, waive a default under this paragraph, but it shall have no obligation to do so, and any waiver may be conditioned upon such one or more of the following (if any) which Mortgagee may require: the grantee’s integrity, reputation, character, creditworthiness and management ability being satisfactory to Mortgagee in its sole judgment and grantee executing, prior to such sale or transfer, a written assumption agreement containing such terms as Mortgagee may require, a principal paydown on the Note, an increase in the rate of interest payable under the Note, a transfer fee, a modification of the term of the Note, and any other modification of the Loan Documents which Mortgagee may require. NOTICE - THE DEBT SECURED HEREBY IS SUBJECT TO CALL IN FULL IN THE EVENT OF SALE OR CONVEYANCE OF THE PROPERTY CONVEYED.

  • Transfer of the Mortgage Loans Possession of Mortgage Files. The Seller does hereby sell, transfer, assign, set over and convey to the Purchaser, without recourse, but subject to the terms of this Agreement, all of its right, title and interest in, to and under the Mortgage Loans. The contents of each Mortgage File related to a Mortgage Loan not delivered to the Purchaser or to any assignee, transferee or designee of the Purchaser on or prior to the Closing Date are and shall be held in trust by the Seller for the benefit of the Purchaser or any assignee, transferee or designee of the Purchaser and promptly transferred to the Trustee. Upon the sale of the Mortgage Loans, the ownership of each related Mortgage Note, the related Mortgage and the other contents of the related Mortgage File shall be vested in the Purchaser and the ownership of all records and documents with respect to the related Mortgage Loan prepared by or that come into the possession of the Seller on or after the Closing Date shall immediately vest in the Purchaser and shall be delivered promptly to the Purchaser or as otherwise directed by the Purchaser.

  • Transfer of Technology 1. The Parties agree to exchange views and information on their law and international practices on the protection and enforcement of intellectual property rights, affecting transfer of technology. This shall, in particular, include exchanges on measures to facilitate information flows, business partnerships, and voluntary licensing and subcontracting agreements. Particular attention shall be paid to the conditions necessary to create an adequate enabling environment for technology transfer in the host countries, including issues such as the domestic legal framework and the development of human capital. 2. When measures are taken with regard to technology transfer, the legitimate interests of the intellectual property right holders shall be protected.

  • 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.

  • Transfer of the Warrant Shares issued upon the exercise of this Warrant shall be restricted in the same manner and to the same extent as the Warrant, and the certificates representing such Warrant Shares shall bear substantially the following legend, until such Warrant Shares have been registered under the Act or may be removed as otherwise permitted under the Act: "THE SHARES OF COMMON STOCK REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY APPLICABLE STATE SECURITIES LAW AND MAY NOT BE TRANSFERRED UNTIL (i) A REGISTRATION STATEMENT UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS SHALL HAVE BECOME EFFECTIVE WITH REGARD THERETO, OR (ii) IN THE OPINION OF COUNSEL SATISFACTORY TO THE COMPANY, REGISTRATION UNDER THE ACT OR SUCH APPLICABLE STATE SECURITIES LAWS IS NOT REQUIRED IN CONNECTION WITH SUCH PROPOSED TRANSFER."