By Owners. The Owners shall execute and deliver, or cause to be executed and delivered, to Westgroup, the following documents (collectively, and together with this Agreement, the "Owners' Closing Deliveries"):
By Owners. Except as otherwise specifically provided herein, this Declaration may be amended only by the affirmative vote or written consent, or any combination thereof, of Members holding at least sixty-seven percent (67%) of the total votes in the Association, and the consent of the Declarant, so long as the Declarant has an option to subject additional property to this Declaration pursuant to Section 9.1. In addition, the approval requirements set forth in Article XIV hereof shall be met if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause.
By Owners. Except as otherwise specifically provided herein these By-Laws may be amended only upon a resolution duly adopted by the Board and approved by the affirmative vote or written consent, or any combination thereof, of Members holding seventy-five percent (67%) of the total votes in the Association, including seventy-five percent (67%) of the votes held by Members other than the Declarant, and the consent of the Class “B” Member, so long as such membership exists. In addition, the approval requirements set forth in Article XIV of the Declaration shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. Any amendment to be effective must be recorded in the RMC Office of Greenville County, South Carolina. If an Owner consents to any amendment to the Declaration or these By-Laws, it will be conclusively presumed that such Owner has the authority so to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment. No amendment may remove, revoke, or modify any right or privilege of Declarant without the written consent of Declarant or the assignee of such right or privilege. DOCS47 Upon record ing, please return to: Law Offices of Xxxxxxx X. Xxxx 0000Xxxxxxx 0x Xxxxxxx, SC 29356 (000) 000-0000 ... STATE OF SOUTH CAROLINA COUNTY OF GREENVILLE - ·:- ,-. 1qqq oc 3o P = 1 2 . · . ' .. ·,. . ·.· ... ) REFERENCES: ) DEED BOOK 1564 AT PAGE 360 ) DEED BOOK 1612 AT PAGE 1094 AMENDMENT TO AND SUPPLEMENT OF THE DECLARATION OF COVENANTS, CONDITIONS, AND RESTRICTIONS FOR THE CLIFFS AT GLASSY THIS AMENDMENT TO AND SUPPLEMENT OF THE DECLARATION is made this 30th day of December, 1999, by The Cliffs at Glassy, Inc., a South Carolina corporation (hereinafter referred to as "Declarant").
By Owners. (i) In the case of an amendment that cannot be made unilaterally by Declarant because it does not meet the requirements of Section 11.2(a), this Declaration may be amended upon the approval of all Owners whose rights or obligations will be affected by such amendment. Each such amendment of this Declaration will be evidenced by an instrument in writing, signed and acknowledged by all required Owners, setting forth the full text of such amendment, the appropriate recording data of this Declaration, and certifying that such amendment has been approved by the affirmative vote of all required Owners. The amendment will become effective on the recording of the amendment in the Public Records.
By Owners. Each Owner, severally and not jointly and severally, agrees to indemnify, defend and hold harmless GP Assignee and Assignee from and against any and all losses, damages, claims, liabilities, actions, suits, proceedings and costs and expenses of defense thereof, including reasonable attorneys' fees, suffered or incurred by reason of or arising out of the breach of such Owner's obligations, representations, warranties and covenants contained in this Agreement. The liability of each Owner pursuant to the provisions of this Section 13.A shall be limited, as to each demand, loss, damage, claim or liability, to the portion thereof which is derived by multiplying the amount of such item times the percentage interest of such Owner designated on Exhibit A hereto under the column "Total Partnership Interest". This indemnity shall survive the Closing and delivery of the Initial Interest Assignments and shall not be merged therein; PROVIDED, HOWEVER, that each Owner's liability shall not extend to those liabilities typically assumed by an assignee in connection with the direct acquisition of a property (as opposed to the acquisition of partnership interests in a partnership that retains ownership of a property) nor to liabilities resulting from the physical condition of the Property (by reason of the fact that Assignee is concluding this transaction with the Property being in its "as is" "where as" condition as of the Closing Date and in the context of the disclaimers set forth in Section 14.D below); and PROVIDED FURTHER that Owners shall have no liability except to the extent the loss suffered by GP Assignee and Assignee as a result of such claims exceeds $10,000 in any one instance or $25,000 in the aggregate.
By Owners. Subject to the limitations set forth in this Section and Sections 7.1 and 7.3 and the other limitations set forth in this Agreement, from and after the Effective Time, Purchaser and its Affiliates and their respective stockholders, directors, officers, employees, agents, successors in interest and assigns (each of the foregoing being referred to individually as an “Indemnified Person” and collectively as “Indemnified Persons”) will be entitled to be indemnified by the Owner for Losses actually incurred by such Indemnified Person as a result of (i) any inaccuracy or breach of any representation or warranty of the Company or Owner set forth in Section 3 (other than Sections 3.7(c) (Company Debt), 3.21 (Taxes) and 3.22(g) (Compensatory Stock Rights)), (ii) the breach of any covenant of the Company or an Owner in this Agreement.
By Owners. This Agreement is a servitude running with the land binding upon the undersigned Owners and, upon recordation in the Public Records, all subsequent Owners of the Trail Area or any portion of the Trail Area are bound by its terms whether or not the Owners had actual notice of this Agreement and whether or not the deed of transfer specifically referred to the transfer being under and subject to this Agreement. This Agreement binds and benefits Owners and Holder and their respective personal representatives, successors and assigns.
By Owners. This Declaration may be amended only by the affirmative vote or written proxy, or any combination thereof, of Voting Members representing at least two-thirds (2/3) of the votes cast at a duly called meeting to consider such amendment. A copy of each adopted amendment shall be attached to a certificate that the amendment was duly adopted as an amendment to the Declaration, which certificate shall identify the Book and Page of the Public Records where the Declaration is recorded and shall be executed by the President or Vice President of the Association with the formalities of a deed. The amendment shall be effective when the certificate and copy of the amendment are recorded in the Public Records of Collier County, Florida.
By Owners. Purpose. Owners can freely transfer their interest in the Property; however, they can only transfer under and subject to the Agreement, whether or not specifically mentioned in the deed of transfer. This provision also sets forth the understanding of Owners and the Holder that the Agreement is not just the agreement of the undersigned Persons but binds and benefits all Persons who succeed to their respective interests.
By Owners. Except as otherwise specifically provided herein these By-Laws may be amended only upon a resolution duly adopted by the Board and approved by the affirmative vote or written consent, or any combination thereof, of Members holding sixty-seven percent (67%) of the total votes in the Association, including sixty-seven percent (67%) of the votes held by Members other than the Declarant, and the consent of the Class "B" Member, so long as such membership exists. In addition, the approval requirements set forth in Article 14 of the Declaration shall be met, if applicable. Notwithstanding the above, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. Any amendment to be effective must be recorded in both the ROD Office of Greenville County, South Carolina and the ROD of Xxxxxxxxx County, North Carolina. If an Owner consents to any amendment to the Declaration or these By-Laws, it will be conclusively presumed that such Owner has the authority to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.
