0000 XXXXXXXX. If either Seller or Buyer wish to enter into a like-kind exchange (either simultaneously with 503 Closing or deferred) under Section 1031 of the Internal Revenue Code (“Exchange”), the other party shall cooperate 504 in all reasonable respects to effectuate the Exchange, including execution of documents; provided, however, 505 cooperating party shall incur no liability or expense related to the Exchange, and Closing shall not be contingent 506 upon, nor extended or delayed by, such Exchange.
0000 XXXXXXXX. The Parties agree that at any time prior to the Closing Date, Buyer and/or Seller may elect to effect a simultaneous or non-simultaneous tax-deferred 206 exchange pursuant to Section 1031, and the regulations pertaining thereto, of the Internal Revenue Code, as amended. Each party expressly agrees to cooperate with the other party in 207 connection with any such exchange in any manner which shall not impose any additional cost or liability upon the cooperating party, including without limitation by executing any 208 and all documents, including escrow instructions or agreements consenting to the assignment of any rights and obligations hereunder to an exchange entity, which may be necessary to 209 carry out such an exchange; provided, however, that any election to effect such an exchange shall not delay the Closing Date.
0000 XXXXXXXX. Xxxxxxxx. Xx addition, prior to the Closing, PFG will assign the Jack Xxxx Xxxx Xxxdium Lease Agreement to a Subsidiary of PFG (other than any of the Companies); provided, that if PFG is unable to assign such lease agreement, PFG shall pay all amounts owing and due with respect to such lease agreement for the full term thereof and shall be entitled to all of the benefits thereof.
0000 XXXXXXXX. Xxxxxx, XX 00000 Attention: Corporate Secretary Subject to the provisions of Section 20 hereof, any notice or demand authorized by this Rights Agreement to be given or made by the Company or by the holder of record of any Right Certificate or Right to or on the Rights Agent shall be sufficiently given or made if in writing and sent by first-class mail, postage prepaid, addressed (until another address is filed in writing with the Company) as follows: Computershare Investor Services, LLC. 0 Xxxxx XxXxxxx Xxxxxx Xxxxxxx, Xxxxxxxx 00000 Attention: Xxxxxxx Xxxx Notices or demands authorized by this Rights Agreement to be given or made by the Company or the Rights Agent to the holder of record of any Right Certificate or Right shall be sufficiently given or made if sent by first-class mail, postage prepaid, addressed to such holder at the address of such holder as it appears upon the registry books of the Rights Agent or, prior to the Distribution Date, on the registry books of the Transfer Agent.
0000 XXXXXXXX. Xxxxxx Xxxxxxx, XX 00000 Attention: President Facsimile: (000) 000-0000 with a copy to: Xxxxxx X. Xxxx, Esq. Salisbury & Xxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Facsimile: (000) 000-0000
0000 XXXXXXXX. Xxxxxxxx. In addition, prior to the Closing, PFG will assign the Jxxx Xxxx Xxxx Stadium Lease Agreement to a Subsidiary of PFG (other than any of the Companies); provided, that if PFG is unable to assign such lease agreement, PFG shall pay all amounts owing and due with respect to such lease agreement for the full term thereof and shall be entitled to all of the benefits thereof.
0000 XXXXXXXX. There is no natural person as environmental indemnitor. -------------------------------------------------------------------------------- (viii) First Lien 0000 Xxxxxxxx. Random House, as tenant under its lease, has a right of first offer to purchase the Mortgaged Property. The right of first offer shall not apply to a foreclosure, deed-in-lieu of foreclosure or any other enforcement action under the Mortgage, but applies to subsequent transfers of the Mortgaged Property. In addition, the Mortgaged Property is also encumbered in connection with the 0000 Xxxxxxxx Note A-2/A-4 Trust Mortgage Loan. -------------------------------------------------------------------------------- (xii)
0000 XXXXXXXX. The Mortgaged Property is also encumbered in connection with the 0000 Xxxxxxxx Note A-2/A-4 Trust Mortgage Loan. -------------------------------------------------------------------------------- (xxvi) Due-on-Sale 0000 Xxxxxxxx. The related loan documents permit the transfer of controlling and/or majority interests in the related Mortgagor provided (i) certain specified entities continue to maintain control over day to day management of the Mortgaged Properties, (ii) certain specified entities maintained a minimum ownership interest in the related Mortgagor and/or (iii) certain other conditions are met as set forth in the related loan documents. -------------------------------------------------------------------------------- (xxvii) Mortgagor Concentration 0000 Xxxxxxxx -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REPRESENTATION FROM SCHEDULE II PROPERTY AND EXCEPTION -------------------------------------------------------------------------------- (xxviii) waivers; modifications 0000 Xxxxxxxx -------------------------------------------------------------------------------- (xxxii) Property Financial 0000 Xxxxxxxx. Mortgagor is only required to Statements deliver operating statements and rent rolls on a monthly and year to date basis. -------------------------------------------------------------------------------- (xlv) Leasehold Interest Only 0000 Xxxxxxxx. Any casualty and/or condemnation proceeds which are not used for restoration are to be paid to the ground lessor rather than to the ground lessee or lender and thus will not be applied toward payment of the outstanding principal balance of the Mortgage Loan. -------------------------------------------------------------------------------- (xlviii) Defeasance 0000 Xxxxxxxx. In the event that the mortgage loan is defeased, the loan agreement does not provide that an independent accounting firm (which may be the Mortgagor's independent accounting firm) certify that the Defeasance Collateral is sufficient to make all scheduled payments under the related Mortgage Note. -------------------------------------------------------------------------------- (liv) No Ownership Interest in 0000 Xxxxxxxx. An affiliate of the Lender Mortgagor holds an indirect equity interest in the related Mortgagor. -------------------------------------------------------------------------------- EXHIBIT C NONE EXHIBIT C-1 O...
0000 XXXXXXXX. Xxxxxx Xxxxxxx, XX 00000 Attention: President Telecopy No.: (000) 000-0000 with a copy to : Xxxxxx Xxxx, Esq. Salisbury & Xxxx 0000 Xxxxxx xx xxx Xxxxxxxx Xxx Xxxx, XX 00000 Telecopy No.: (000) 000-0000 If to Cingular: BellSouth Personal Communications LLC a/k/a Cingular Wireless 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxxxxx Xxxxxxxx Telecopy No.: (000) 000-0000 with a copy to: Cingular Wireless LLC 0000 Xxxxxxxxx Xxxxxxxxx Xxxxx 0000 Xxxxxxx, XX 00000 Attn: Xxxx X. Xxxxx, Esq. Telecopy No.: (000) 000-0000
0000 XXXXXXXX. XXX reserves the right, at or prior to Closing, to assign its rights under this Agreement with respect to all or a portion of the Purchase Price, and that portion of the Assets associated therewith (“1031 Assets”), to a Qualified Intermediary (“QI”) (as that term is defined in Section 1.1031(k)-1(g)(4)(v) of the Treasury Regulations) to accomplish this Transaction, in whole or in part, in a manner that will comply with the requirements of a like-kind exchange (“Like-Kind Exchange”) pursuant to Section 1031 of the Internal Revenue Code of 1986, as amended (“Code”). If BBC so elects, BBC may assign its rights under this Agreement to the 1031 Assets to the QI. SCE hereby (i) consents to BBC’s assignment of its rights in this Agreement with respect to the 1031 Assets, and (ii) if such an assignment is made, agrees to pay all or a portion of the Purchase Price into the qualified trust account at Closing as directed in writing by BBC. BBC and SCE acknowledge and agree that a whole or partial assignment of this Agreement to a QI shall not release either Party from any of its respective liabilities and obligations to each other or expand any such respective liabilities or obligations under this Agreement. Neither Party represents to the other that any particular tax treatment will be given to either Party as a result of the Like-Kind Exchange. The Party not participating in the Like-Kind Exchange shall not be obligated to pay any additional costs or incur any additional obligations in its sale of the Assets if such costs are the result of the other Party’s Like-Kind Exchange, and the Party participating in the Like-Kind Exchange shall hold harmless and indemnify the other Party from and against all claims, losses and liabilities (including reasonable attorneys’ fees, court costs and related expenses), if any, resulting from such a Like-Kind Exchange.
