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. 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"):
(a) An Assignment of Lease in the form attached hereto as Exhibit "C" (the "Assignment of Lease").
(b) Two counterparts of each of an Amended and Restated Lease Agreement in the form of Exhibit "D" attached hereto (the "Lease Modification") and a Memorandum of Lease in the form of Exhibit "E" hereto (the "Lease Memorandum").
(c) Two counterparts of an Assignment and Assumption of Occupancy Leases in the form of Exhibit "F" attached hereto (the "Assignment of Occupancy Leases").
(d) A Xxxx of Sale in the form of Exhibit "G". attached hereto (the "Xxxx of Sale").
(e) An Assignment of Contracts, Permits and Other Rights in the form of Exhibit "H" attached hereto (the "Assignment of Contracts").
(f) All instruments required to transfer to Westgroup the Beverage License in the name of GICI, issued by the State of Florida, Department of Business and Professional Regulation, Bureau of Alcoholic Beverages and Tobacco.
(g) For each Owner and if a partnership, its corporate general partners: (i) a Certificate of Good Standing, issued by the appropriate governmental authority; (ii) for each limited partnership, its Certificate of Limited Partnership, certified by the appropriate governmental authority; (iii) for each corporation, a copy of its articles of incorporation, certified by the appropriate governmental authority; (iv) for each corporation, a certificate of its corporate secretary, certifying as to the status of its articles of incorporation, bylaws, incumbent officers and the adoption of resolutions authorizing the execution and delivery by such corporation of the Owners, Closing Deliveries, on its own behalf and if such corporation is a general partner of any limited partnership Owner, on behalf of such partnership; and (v) for each partnership, a certificate of its general partner certifying as to the status of its partnership agreement.
(h) Such affidavits, certificates and additional items as are sufficient to enable deletion, on the Closing Date, of the exceptions set forth on the Title Commitment as items B-1 (3) through (8), (11), (12), (13) and B-2 (1), (2) a., d., and e.
(i) A letter from City National Bank of Florida ("CNB") in the form of Exhibit "I" hereto.
(j) Two counterparts of a Subordination, Non-Disturbance and Attornment Agreement in the form o...
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. Owners may elect at any time, by notice to Xxxxxx, not to proceed with the project and, upon receipt of such notice, Xxxxxx is also released from any further obligation to proceed with the proposed easement. Holder is under no obligation whatsoever to account to Owners or return to Owners any portion of the Initial Contribution regardless of the costs and expenses incurred by Holder as of the date of termination.
By Owners. So long as the Owners have met their obligations to contribute funds to defray the Holder’s costs and expenses, the Owners are completely free to decide not to proceed with the project at any time. Any contributions made to the Holder become the funds of the Holder for use in furtherance of its charitable mission and, as such, are never returned to the Owners.
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. Subject to Section 7.1, Owners shall indemnify, defend, save and hold harmless Manager and its Affiliates, and the officers, directors, employees, agents and representatives of Manager and its Affiliates, from and against any and all Losses in respect of any claims made by third parties (including, without limitation, claims made by any governmental authority, any customer, contractor, vendor, representative or agent of an Owner) arising out of (i) this Agreement (including, without limitation, arising from (x) a failure by Owners to make available to Manager at any time sufficient funds to perform the Asset Management Services or (y) the non-performance of any Asset Management Services pursuant to Section 2.4(c)), or (ii) the performance by Manager (or its Affiliates or their respective officers, directors, employees, representatives or contractors) of its obligations under this Agreement or otherwise arising in connection with, or as a result of, Manager’s management of Owners or the Projects from and after June 18, 2020; provided, however, that in no event shall any Owner be liable for any Lo ss for which Manager is obligated to indemnify the Owners or other Indemnitees pursuant to Section 6.1.
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.
(ii) After the occurrence of a Declarant Resignation Event, this Declaration may be amended at any regular or special Association meeting, called and convened in accordance with the provisions of the then-current bylaws or other governing documents of the Association, upon the affirmative vote of a majority of the total voting interests in the Property, unless a different vote is required by the specific provisions of this Declaration. Each such amendment of this Declaration will be evidenced by an instrument in writing, signed and acknowledged by any two (2) officers of the Association, 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 the necessary amount of votes. The amendment will become effective on the recording of the amendment in the Public Records.
By Owners. Except as specifically provided in this Declaration, each Owner shall furnish and be responsible for the maintenance of all portions of his Lot. All fixtures and equipment installed within or as part of the Dwelling Unit, commencing at the points where the utility lines, pipes, wires, conduits or systems enter the Lot upon which said Dwelling Unit is located, shall be maintained and kept in repair by the Owner thereof. Each Owner shall promptly perform all maintenance and repair of his/her Lot and Dwelling Unit which, if neglected, might adversely affect any other Lot or Dwelling Unit or any part of the Common Area owned by the Association. Such maintenance and repairs include, but are not limited to, all exterior surface, siding, roof, gutters, internal water lines, plumbing, electric lines, gas lines, appliances, and all other fixtures, equipment and accessories belonging to the Owner and a part of or appurtenant to his Dwelling Unit or Lot.
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.
