Real Estate Matters. The Administrative Agent shall have received a completed “Life-of-Loan” Federal Emergency Management Agency standard flood hazard determination with respect to each improved Mortgaged Property (together with a notice about special flood hazard area status and flood disaster assistance duly executed by the applicable Credit Party relating thereto) and, with respect to any Mortgaged Property on which any “building” (as defined in the Flood Insurance Laws) is located in a special flood hazard area, evidence of flood insurance as and to the extent required under Section 9.3 of the Credit Agreement;
Real Estate Matters. (a) The Territory and BermudaCo shall enter into, or cause their respective Subsidiaries to enter into, the agreements referred to on Schedule 9.10 hereof covering the assignment or making of Real Property Leases to BermudaCo, Sub or any of their respective Subsidiaries, the subleasing of Leased Real Property to BermudaCo, Sub or any of their respective Subsidiaries and/or the granting of licenses to occupy Leased Real Property to BermudaCo, Sub or any of their respective Subsidiaries, in each case at the time of the Closing. Such agreements shall be substantially in the form of Exhibits F-1, F-2 and F-3, as applicable (or such other agreement (as described in the Local Structure Term Sheet) as is substantively equivalent under applicable law), with such deviations therefrom, or additions thereto, as are set forth or contemplated in such Schedule 9.10 or as are otherwise reasonably agreed upon by PwCIL, BermudaCo and the Territory. Subject to the preceding sentence, such agreements shall be (i) an assignment and assumption agreement (Exhibit F-1) in cases where the Leased Real Property is either (A) a stand-alone location or (B) the predominant part of the space demised by the underlying lease and the parties intend that such location will become a stand-alone location, unless it is reasonably agreed by PwCIL, BermudaCo, and the Territory to enter into a sublease or license agreement to facilitate the transaction without the necessity to obtain a landlord consent or to facilitate obtaining any required landlord consent; (ii) a sublease (Exhibit F-2) in cases where the Leased Real Property is (x) less than 75% of the space covered by the underlying lease, and a block or blocks of space occupied by BermudaCo, Sub and/or their respective Subsidiaries, and (y) is segregated from blocks of space occupied by the Territory and/or its Subsidiaries, or unless it is reasonably agreed by PwCIL, BermudaCo, and the Territory to enter into a license agreement to facilitate the transaction without the necessity to obtain a landlord consent or to facilitate obtaining any required landlord consent; (iii) a license agreement (Exhibit F-3) in cases where the Leased Real Property covers space occupied by BermudaCo, Sub and/or their respective Subsidiaries that is not segregated from the space occupied by the Territory and/or its Subsidiaries; and (iv) in cases of an assignment under clause (i) where space covered by the underlying lease continues to be occupied by the Territo...
Real Estate Matters. With respect to each parcel of the Real Property owned by a Credit Party, Borrowers shall have delivered to Agent:
Real Estate Matters. Green Plains shall have provided the following to VBV within the time periods provided (the “Title and Survey Materials”): (i) within twenty (20) days prior to the Closing Date (other than surveys for the Green Plains Grain Company, LLC Owned Real Property which shall be provided within the time period required by the Post-Closing Agreement executed with First National Bank of Omaha), as-built surveys identifying all factual information necessary and sufficient for the Title Company to remove any exceptions for matters otherwise disclosed by an accurate survey from the Title Policies defined below; (ii) within forty-five (45) days prior to the Closing Date, ALTA extended coverage owners’ policies of title insurance (the “Title Polices”) with respect to each of the parcels of Owned Real Property owned by Green Plains or any of its Subsidiaries issued in an amount reasonably approximate to the fair market value of such Owned Real Property by First American Title Insurance Company or another reputable title insurance company reasonably acceptable to VBV (“Title Company”), with such reinsurance as the parties may agree, within the previous six (6) months (and updated as requested by VBV as of the Closing Date) reflecting title to each of the parcels of Owned Real Property vested as reflected in Schedule 4.2(j)(i), subject only to Permitted Encumbrances or such other exceptions as may be acceptable to VBV in its sole and absolute discretion and including as appurtenances thereto all such legally enforceable easements and covenants as may be necessary to operate the Owned Real Property for the business purposes represented by Green Plains (including without limitation rail spurs and track); and (iii) within forty-five days prior to the Closing Date, full and complete copies of all leases, easements, use agreements, development agreements, railcar agreements and other agreements or encumbrances affecting the use or operation of any of the Owned Real Property disclosed in the Title Policies or otherwise discovered in the course of VBV’s review of the foregoing materials, together with such third party consents as may be required under the terms of such agreements or encumbrances.
Real Estate Matters. The Parent Borrower shall have delivered to the Administrative Agent with respect to each parcel of Real Property acquired by a Credit Party after the Closing Date, to the extent that such parcel of Real Property becomes subject to a Mortgage pursuant to Section 6.10(a) above, within ninety (90) days or such longer period as the Administrative Agent may in its discretion agree after such parcel of Real Property becomes subject to a Mortgage, the documents and other deliverables set forth on Schedule 6.10(c).
Real Estate Matters. The real property described on Schedule 5.19 constitutes all of the Material Real Property of the Borrower or any Subsidiary Guarantor on the date hereof.
Real Estate Matters. The Companies shall, and shall cause their applicable Subsidiaries to, reasonably cooperate with Buyer (at the expense of Buyer) in the event Buyer elects to obtain (i) new owner’s title insurance policies (or bring-downs of or endorsements to any of the existing title insurance policies, if available) from a nationally recognized title company selected by Buyer, dated as of a date reasonably proximate to the Closing Date, insuring the Subsidiaries’ fee simple title to each of the Owned Real Properties, free and clear of any Liens, other than Permitted Exceptions, and (ii) ALTA surveys of the Owned Real Properties (or updates to existing ALTA surveys, if available) from one or more licensed surveyors selected by Buyer, sufficient to allow the title company to remove the “survey exception” (where possible) from each of the title policies referenced in clause (i) above as to all of the Owned Real Properties and Leased Real Properties that are material to the business operations of Panadero Aggregates and its Subsidiaries, dated as of a date reasonably proximate to the Closing Date and certified to Buyer, the applicable Subsidiary and the title company. Seller agrees that any such cooperation will include the removal or discharge of any Liens that are not Permitted Exceptions, delivery by the Companies and/or their Subsidiaries of any reasonable affidavits required by the title company, and the granting of access to the Owned Real Properties by the above-referenced surveyor(s). Buyer shall be responsible for the cost and expense of the title policies, the surveys and any related item under this
Real Estate Matters. (a) Title Insurance Commitments. The Parent, in its sole discretion, may elect to obtain title insurance with respect to any or all real estate that the Company owns or leases listed on Schedule 2.2(n)(1) or Schedule 2.2(n)(2) of the Company Disclosure Schedule (the "Title Insurance Property"). If Parent elects to obtain title insurance Company will obtain and deliver to Parent, as soon as practicable, and in any event on or before September 10, 1997, commitments for title insurance ("Title Commitments") issued by title insurance company(ies) reasonably acceptable to Parent with respect to the Title Insurance Property, Surveys (defined below) of the Title Insurance Property reasonably acceptable to the Parent and one set of legible copies of title exception documents with respect to any exceptions set forth in the commitments. The Title Commitments shall set forth the status of title to the Title Insurance Property together with all exceptions or conditions to such title, including, but not limited to, all easements, restrictions, rights-of-way, covenants, reservations and all other encumbrances affecting the Title Insurance Property which would appear in an Owner's Policy of Title Insurance (as defined below), if issued. The Title Commitments shall contain the express commitment of the title underwriter to issue the Owner's Policies of Title Insurance to the Parent and the Company with the standard printed exceptions endorsed or deleted in accordance with this Section 3.8. Parent shall bear the cost of any title insurance premiums actually paid for title insurance obtained under this Section.
Real Estate Matters. (a) With respect to the applicable Seller’s leased real property located at 0000 Xxxxxxxxx Xxxx Xxxxx xx Xxxxxxxxxxxx, Xxxxxxx (the “Indianapolis Leased Real Property”) and the applicable Seller’s leased real property located at ParkRidge Six of ParkRidge Corporate Center, Littleton, Colorado (the “Littleton Leased Real Property” and together with the Indianapolis Leased Real Property, the “Leased Real Property”), the Sellers have made available to Purchaser true and correct copies of the lease agreement and any amendments thereto (collectively, the “Real Property Leases”) on or before the date of the Original Asset Purchase Agreement. Each of the Real Property Leases is in full force and effect and is a valid and binding agreement of the applicable Seller and, to the Knowledge of the Sellers, the other party thereto. The applicable Seller has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens except for Permitted Liens. The applicable Seller is not in material default under the applicable Real Property Lease and no event has occurred and is continuing which, with or without notice or lapse of time, would constitute a material default or event of default by such Seller under the applicable Real Property Lease or, to the Sellers’ Knowledge, by any other party thereto. Neither Seller has received any written notice from any Governmental Entity or any landlord under the Real Property Leases (a) alleging a violation of any Law with respect to the Leased Real Property that has not been corrected or (b) of any pending or threatened condemnation proceedings with respect to the Leased Real Property. There are no material pending or, to the Knowledge of the Sellers, threatened Actions against either Seller relating to the Leased Real Property. The Sellers have made available to Purchaser any surveys, site plans, certificates of occupancy, plans and specifications, engineering or environmental reports, zoning approvals, title commitments and policies and subordination, non-disturbance, and attornment agreements relating to the Leased Real Property that the Sellers have in their possession.
Real Estate Matters. Each Credit Party shall have (A) executed and delivered to the Administrative Agent an Environmental and Hazardous Material Indemnity Agreement with respect to all Real Property, in form and substance reasonably satisfactory to the Administrative Agent, and (B) provided to the Administrative Agent (i) an updated title report issued by the Title Company (and copies of all recorded documents listed as exceptions to title or otherwise referred to in such title report) with respect to each Real Property owned by a Credit Party or Subsidiary as of the Closing Date or which constitutes collateral security for a Mezzanine Loan Investment as of the Closing Date, and (ii) all such other real estate-related diligence items set forth on the closing checklist provided by the Administrative Agent to the Borrower prior to the date hereof; all of which shall be in form and substance reasonably satisfactory to the Administrative Agent.
