ADDITIONAL UNDERTAKINGS OF SELLER. The Seller hereby undertakes the obligations contained in this Article V and acknowledges that the Issuer shall have the right to assign its rights with respect to such obligations to the Indenture Trustee for the benefit of the Transition Bondholders.
ADDITIONAL UNDERTAKINGS OF SELLER a. It shall be Seller's obligation to stabilize the Property in accordance with governmental regulations. Except for construction of houses and stabilization on Lots and green area, including building leadwalks, which shall be constructed by Purchaser, Seller shall hold Purchaser harmless and indemnify it with respect to any condition or requirement of Seller's Public Works Agreements, Sediment and Soil Erosion Agreements, and Utility Agreements affecting the Lots, except for any negligent or intentional act of Purchaser, its contractors, subcontractors or employees. Anything to the contrary notwithstanding, Seller shall be responsible at all times for stabilization of recreation areas, except for any negligence or intentional act of Purchaser, its contractors, subcontractors or employees.
b. Seller, at its own expense, shall be responsible for snow removal and street cleaning for public streets on the Property until the Homeowners' Association or County or other local government entity shall assume such responsibilities. Said public street cleaning and snow removal shall be the sole responsibility and at the sole cost of Seller. However, any street cleaning needed as a result of Purchaser's construction activities on the Lots shall be the responsibility of Purchaser, at its sole cost.
ADDITIONAL UNDERTAKINGS OF SELLER. (a) On the Closing Date, the Seller agrees to execute, acknowledge, and deliver, or cause to be executed, acknowledged, and delivered, to Purchaser a Special Warranty Deed, in form attached as Exhibit C and in proper form for recording, conveying the Property to Purchaser, free and clear of all liens, encumbrances, covenants, conditions, and other matters affecting title, except the Permitted Exceptions.
(b) Seller agrees to give possession and occupancy of the Property to Purchaser at the time of Closing, subject to any existing tenancies, and in the event Seller shall fail to do so, Seller shall become and thereafter be a tenant by sufferance of Purchaser and Seller hereby waives all notice to quit as provided by the laws of the Commonwealth of Virginia.
(c) Between the Ratification Date of this Agreement and the Closing Date, Seller agrees that, except for matters pertaining to the purchase of the Property by Purchaser (including the liens granted in connection with the financing of the same) and, it will not, without in each instance first obtaining the written consent of Purchaser, (i) voluntarily grant, create, assume or permit to exist any lien, lease (except for leases having a term of one (1) year or less or that afford the landlord the right to terminate upon sixty (60) days notice) encumbrance, easement, covenant, condition, right-of-way or restriction upon the Property other than the Permitted Exceptions, or (ii) voluntarily take any action adversely affecting the title to the Property as it exists on the Ratification Date of this Agreement.
(d) Except as otherwise provided in this Agreement, Seller agrees to pay all expenses incurred by it in connection with the negotiation, execution, and performance of this Agreement and the transactions contemplated hereby, including the fees and expenses of its legal counsel.
ADDITIONAL UNDERTAKINGS OF SELLER. Seller shall perform the following undertakings:
(a) On the Closing Date, Xxxxxx agrees to execute, acknowledge and deliver to Purchaser a special warranty deed for the Property, with covenants of further assurances and right to convey, in proper form for recording, conveying fee simple title to the Property to Purchaser or Purchaser's designee, free and clear of all liens, leases, encumbrances, covenants, conditions and other matters affecting title.
(b) Xxxxxx agrees to give possession and occupancy of the Property to Purchaser on the Closing Date after the transaction contemplated hereby has been consummated, and in the event Seller fails to do so and Purchaser nonetheless elects in its sole discretion to purchase the Property, Seller will become and thereafter be a tenant by sufferance of Purchaser. Any personal property of Xxxxxx remaining on the Property after the Closing Date will be deemed abandoned and Purchaser will have the right to deem the ownership thereof conveyed to Purchaser on the Closing Date, without further act being required by any party (and Purchaser will be under no obligation to Seller for its care or return to Seller).
(c) Between the Effective Date and the Closing Date, Seller shall not, without in each instance first obtaining the written consent of Purchaser, voluntarily grant, create, assume or permit to exist any lien, lease, encumbrance, easement, covenant, condition, right-of-way or restriction upon the Property. Additionally, Seller shall not take any action adversely affecting, as it exists on the Effective Date, the title to the Property.
(d) If requested to do so by Xxxxxxxxx, on the Closing Date, Seller will execute and deliver to Purchaser, or any title insurance company designated by it, an Owner's Affidavit, in a form reasonably satisfactory to Purchaser and said title insurance company, with respect to the absence of claims which would give rise to mechanics' liens and the absence of parties in possession of the Property, other than Seller.
(e) Between the Effective Date and the Closing Date, Seller shall not enter into any Contract or Lease with respect to the Property except for any Contract or Lease negotiated with Purchaser.
(f) Seller shall not default in any of its obligations under the Agreement and shall, prior to the Closing Date, obtain good and marketable, fee simple title to the Property.
ADDITIONAL UNDERTAKINGS OF SELLER. (a) Seller shall give or cause to be given to Purchaser, and its agents and representatives, full access to the Real Property.
(b) On the Closing Date, Seller shall execute, acknowledge and deliver to Purchaser a bargain and sale deed(s) in proper form for recording, conveying the Real Property to Purchaser, with title in the condition required under this Agreement.
(c) Seller shall give possession of the Real Property to Purchaser on the Closing Date.
ADDITIONAL UNDERTAKINGS OF SELLER. 14 Section 5.01. Liability of the Seller; Indemnities 14 Section 5.02. Merger or Consolidation of, or Assumption of the Obligations of, the Seller 16 Section 5.03. Conversion of the Seller to a Limited Liability Company 18 Section 5.04. Limitation on Liability of the Seller And Others 18 ARTICLE VI MISCELLANEOUS PROVISIONS 18 Section 6.01 Amendment 18 Section 6.02 Notices 18 Section 6.03 Assignment by the Seller 19 Section 6.04 Assignment to the Indenture Trustee 19 Section 6.05 Limitations on Rights of Others 19 Section 6.06 Severability 19 Section 6.07 Separate Counterparts 20 Section 6.08 Headings 20 Section 6.09 Governing Law 20 Section 6.10 Nonpetition Covenants 20 APPENDIX A DEFINITIONS TRANSITION PROPERTY SALE AGREEMENT (this "Agreement") dated September , 2001, between RELIANT ENERGY TRANSITION BOND COMPANY LLC, a Delaware limited liability company (the "Issuer"), and RELIANT ENERGY, INCORPORATED, a Texas corporation, as seller (the "Seller").
ADDITIONAL UNDERTAKINGS OF SELLER
