ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. Three counterpart originals of the Assignment and Assumption of Ground Lease.
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. The Assignment ----------------------------------------- and Assumption of Ground Lease;
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. An assignment and assumption of the Ground Lease, pursuant to which with respect the Ground Lease (i) the relevant Seller shall assign and transfer to Buyer all of such Seller’s right, title and interest in and to, and Buyer shall assume all of such Seller’s obligations and liabilities under, the Ground Lease first accruing from and after Closing, and (ii) such assignment shall be free and clear of all encumbrances save and except for the Permitted Exceptions relating to the Property which is the subject of the Ground Lease. The Assignment and Assumption of Ground Lease shall be a special warranty assignment in the form as is customary for commercial transaction in the jurisdiction in which the relevant Hotel is located.
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. At Closing, CC shall convey the Leasehold Interest to Buyer, and Buyer shall assume all of Seller's obligations under the Ground Lease arising from and after Closing, by an Assignment and Assumption of Ground Lease substantially in the form attached hereto as EXHIBIT "4" (the "Assignment and Assumption of Ground Lease"), free and clear of any and all Monetary Liens created or suffered by CC and all other liens, encumbrances and exceptions made or suffered by CC, other than (A) the Tenant Leases, (B) all exceptions (other than Monetary Liens) relating to the Leasehold Interest not disapproved by Buyer in accordance with Section 3(b) hereof, (C) all matters identified on the Survey or the Updated Survey not disapproved by Buyer in accordance with Section 3(b) hereof, (D) applicable zoning and building ordinances and land use regulations, or other governmental regulation restricting or regulating the use, occupancy and enjoyment of the Property, and (E) any other lien, encumbrance or matter approved (deemed approved) by Buyer prior to Closing or caused by any act or omission of Buyer, its agents or representatives. The foregoing permitted exceptions to title are collectively referred to herein as the "Leasehold Interest Permitted Exceptions". The Leased Fee Interest Permitted Exceptions and the Leasehold Interest Permitted Exceptions are collectively referred to herein as the "Permitted Exceptions". Any provision to the contrary notwithstanding in this Agreement, the Deed, the Assignment and Assumption of Ground Lease or any other Conveyance Document (as defined below), Seller shall have no obligation or liability to Buyer with respect to any of the Permitted Exceptions, whether or not all of the Permitted Exceptions are specifically referenced in the Deed, the Assignment and Assumption of Ground Lease or any other Conveyance Document, and further shall have no obligation or liability to Buyer with respect to such matters as and to the extent set forth in Section 5 hereof, irrespective of any covenant or warranty of Seller that may be contained in the Deed, the Assignment and Assumption of Ground Lease or any other Conveyance Document. The provisions of this Section 3(d) shall survive Closing.
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this “Assignment”) is made as of the ___ day of November, 2010, by and between _________________ LLC, a New York limited liability company with an address at 000 Xxxxxxxxxx Xxxxxx Xxxxxxxxx, Xxxxxx, Xxx Xxxx 00000 (“Assignor”) to _____________________, a ___________ limited liability company with an address at ___________________________ (“Assignee”).
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. An Assignment and Assumption of Ground Lease in the form of EXHIBIT 4.2.1.8 annexed hereto and made a part hereof pursuant to which Seller shall assign the Ground Lease to Buyer and Buyer shall assume all of Seller's obligations thereunder (the "Assignment and Assumption of Ground Lease");
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. The assignment and assumption of ground lease (the “Ground Lease Assignment”) in substantially the form attached hereto at Exhibit C (subject only to the Permitted Exceptions) executed by Seller and acknowledged.
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. In the event that Tower Company accepts the Applicable Tower Site for development pursuant to Section 2.1 of this Agreement, and Carrier has entered a Ground Lease with the Ground Lessor, Carrier shall assign to Tower Company and Tower Company shall assume and agree to be bound, from and after the date of the Assignment, by the Ground Lease, together with the Easements to the Property pursuant to the Assignment and the relationship of the Carrier and Tower Company with regard to the Applicable Tower Site shall thereafter be governed by this Agreement. The form of the Assignment by which Carrier assigns the Ground Lease and any Easements to Tower Company shall be substantially the same form as that which is attached hereto as Attachment "I". The Assignment shall be executed by Carrier and Tower Company in three (3) counterpart originals, and one original execution copy shall be delivered to Carrier and two (2) original execution copies shall be delivered to Tower Company within ten (10) business days of Carrier's delivery of the Notice of Acceptance. In addition thereto, Tower Company and Carrier shall execute a Memorandum of Assignment in substantially the form of Attachment "II" to be recorded in the office of the property records in the County where the Property is located. The Memorandum of Assignment shall be executed and delivered to Tower Company within ten (10) business days of Carrier's receipt of the Notice of Acceptance. Provided that the Ground Lease is in the form of an option to lease and such option has not been exercised, Tower Company shall record the Memorandum of Assignment within fifteen (15) business days of the Notice of Acceptance, and in any event prior to the commencement of construction of the Tower Facilities as commencement of construction is defined in any mechanics or materialman's lien statute in the state where the Property is located. In addition thereto, Tower Company and Carrier shall exercise their best efforts to obtain from the Ground Lessor, a release of Carrier from all liabilities under the Ground Lease and shall include such release language in the Estoppel Certificate which is attached to the Assignment as Exhibit "E". Notwithstanding the foregoing provisions of this Section, the Assignment and Memorandum of Assignment are contingent upon the execution of the SLA by the Carrier and the execution of the SLA by the Carrier shall be a condition precedent to the effectiveness of the Assignment. In the event that any Es...
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE (this
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE. An assignment and assumption of the Ground Lease, pursuant to which (i) the relevant Seller shall assign and transfer to Buyer, and Buyer shall assume, all of the rights and obligations of the “tenant” under the Ground Lease first accruing from and after Closing, and (ii) such assignment shall be free and clear of all encumbrances save and except for the Permitted Exceptions relating to the Property which is the subject of the Ground Lease. The Assignment and Assumption of Ground Lease shall be in the form attached hereto as Exhibit “K” and by this reference incorporated herein.
