Certain Real Estate Matters. There are no pending real estate tax abatement actions or proceedings, there is no unrepaired casualty damage to the Premises and there are no pending or, to the best of Seller's knowledge, threatened eminent domain or condemnation proceedings, with respect to the Premises. The Premises are each located on separate and independent tax parcels.
Certain Real Estate Matters. (a) As contemplated by Section 20(b) hereof and the Partition Agreement, the LSPA and the Land Lease and Easement Agreement, Purchaser and Seller have agreed upon resolutions related to the Real Estate Matters. As defined herein, the “Real Estate Matters” shall mean with respect to each of Seller’s sites in Gumi and Cheong-Ju, (i) certain discrepancies in the description of the real estate and related improvements at such sites between the ledger and the registry and (ii) ownership interests and registered lease rights of Veolia Water Industrial Development Co., Ltd. (“Veolia”) with respect to each of such sites. In consideration for the covenants of Seller contained in Section 20(b) hereof and in the Partition Agreement, the LSPA and the Land Lease and Easement Agreement, Purchaser agrees that the Real Estate Matters shall be deemed to have been disclosed as exceptions to the representations contained in Section 2.10(a), 2.10(b) and 2.11(b) as of June 12, 2004 and Seller shall have no liability to Purchaser, other than as set forth in Section 20(b) hereof and the Partition Agreement, the LSPA and the Land Lease and Easement Agreement, for failure to have disclosed such Real Estate Matters with respect to such representations at such date, including pursuant to Section 6.3(a)(i)(A) of the BTA.
Certain Real Estate Matters. (a) The Company shall, and shall cause AG LLC to, reasonably cooperate with Acquiror to attempt to obtain new owner’s policies of title insurance (ALTA 2006 form) for each parcel of Owned Real Property issued by the Title Insurer.
(b) The Company shall, and shall cause AG LLC to, reasonably cooperate with Acquiror to attempt to obtain (at Acquiror’s election) (a) updated and recertified surveys with respect to the Owned Real Property (based on the existing surveys with respect to the Owned Real Property delivered or made available to Acquiror by the Company) or (b) new, certified ALTA surveys with respect to the Owned Real Property.
(c) Prior to the Closing Date, the Company shall reasonably cooperate with Acquiror to obtain estoppel certificates from (i) tenants under the Company Leases and (ii) the City of North Las Vegas with respect to that certain Development Agreement between the City of North Las Vegas and North Valley Enterprises, LLC, dated January 16, 2002.
Certain Real Estate Matters. (a) Section 5.11(a) of the Disclosure Schedule contains a survey (“Survey”) of the real estate owned by SSCE in Carol Stream, Illinois (“Xxxxx Stream Site”). The Xxxxx Stream Site currently is occupied by the Research and Development Group of SSCE (“R&D Group”), which is not part of the Business, and by the folding carton operations of the Business (“CPG - Xxxxx Stream Group”). The Xxxxx Stream Site is owned in fee simple by SSCE. With respect to the Xxxxx Stream Site, the Sellers and the Purchaser agree as follows:
(i) At Seller’s sole cost and request, the Xxxxx Stream site would be subdivided as between the R&D Group of the Sellers and the CPG - Xxxxx Stream Group as depicted on the Survey;
(ii) SSCE has retained Engineering Resource Associates, Inc. to do a survey of the Xxxxx Stream Site which will depict the subdivision of the property as between SSCE and Purchaser and provide a legal description of the parcel retained by SSCE and the parcel to be conveyed to the Purchaser pursuant to this Agreement, all to be reasonably acceptable to the Purchaser;
(iii) SSCE will prepare a plat of subdivision consistent and reasonably acceptable to Purchaser and with the Survey and promptly apply to the Village of Xxxxx Stream for the necessary approvals to implement the intended subdivision;
(iv) As part of the subdivision, SSCE will receive from the Purchaser, or retain in the conveyancing deed, as mutually agreed by SSCE and the Purchaser, an easement for access to the SSCE parcel via the existing access road, and the right to share the parking lot at the end of the access road;
(v) SSCE shall also promptly file an application with the Village of Xxxxx Stream to amend the existing variance relating to off-street parking so that the variance applies to both the SSCE parcel and the Purchaser’s parcel after the subdivision;
(vi) In the event the subdivision is not approved by the Village of Xxxxx Stream prior to the Closing, then SSCE shall lease the CPG - Xxxxx Stream Group parcel to the Purchaser rent free until the subdivision is approved and consummated; and
(vii) At the Closing on the Closing Date, SSCE and Purchaser shall enter into a shared facility lease pursuant to which SSCE shall lease certain space in the building occupied by the R & D Group to Purchaser for a one (1) year term and on such other terms to be agreed upon by SSCE and Purchaser prior to the Closing.
(b) SSCE owns a mill in Xxxxx, Alabama (“Xxxxx Mill”) that manufacturers linerboard and is n...
Certain Real Estate Matters. Columbia/HCA shall, to the fullest extent permitted by law, indemnify and hold harmless each of the LifePoint Indemnitees from and against any and all Losses which are actually incurred by the LifePoint Indemnitees within one year after the Distribution Date and which Losses arise from (i) the failure of the LifePoint Group to have, on the Distribution Date, good indefeasible fee title to, or a valid leasehold interest in, as applicable, the LifePoint Real Property free and clear of any and all Liens on and as of the Distribution Date except LifePoint Permitted Exceptions, (ii) any matter (not constituting a LifePoint Permitted Exception) that would be reflected on a current survey of the LifePoint Real Property as of the Distribution Date, which materially and adversely affects the LifePoint Group Business (taken as a whole), and (iii) an incorrect legal description of the LifePoint Real Property as of the Distribution Date that materially and adversely affects the LifePoint Group Business (taken as a whole). Columbia/HCA shall, to the fullest extent permitted by law, indemnify and hold harmless each of the Triad Indemnitees from and against any and all Losses which are actually incurred by the Triad Indemnitees within one year after the Distribution Date and which Losses arise from (i) the failure of the Triad Group to have, on the Distribution Date, good indefeasible fee title to, or a valid leasehold interest in, as applicable, the Triad Real Property free and clear of any and all Liens on and as of the Distribution Date except Triad Permitted Exceptions, (ii) any matter (not constituting a Triad Permitted Exception) that would be reflected on a current survey of the Triad Real Property as of the Distribtion Date, which materially and adversely affects the Triad Group Business (taken as a whole), and (iii) an incorrect legal description of the Triad Real Property as of the Distribution Date that materially and adversely affects the Triad Group Business (taken as a whole).
Certain Real Estate Matters. 99 ARTICLE VI -- TAX MATTERS
Certain Real Estate Matters. Upon the request of Buyer, DuPont and Buyer shall use their good faith efforts for a period commencing on the date of this Agreement and expiring on the first (1st) anniversary of the date of this Agreement, to negotiate a commercially reasonable purchase agreement with respect to the purchase by Buyer of not less than fifteen (15) and no more than forty (40) acres owned by DuPont or a Subsidiary of DuPont located adjacent to the facility owned by DDI and located in Manati, Puerto Rico; PROVIDED, HOWEVER, nothing contained herein shall be deemed to require DuPont or such Subsidiary to consummate such purchase and sale or to incur any cost or expense in connection therewith and the failure to so consummate such purchase and sale shall not affect the rights and the obligations of the parties hereunder.
Certain Real Estate Matters. Prior to the Closing, Leucadia and the Seller shall cause the Company and its Subsidiaries to (i) renew the Leases set forth on Schedule 7.7(a), (ii) allow the Leases set forth on Schedule 7.7(b) to expire in accordance with their terms and (iii) terminate the intercompany leases set forth on Schedule 7.7(c), in the case of clauses (ii) and (iii), with no liability or obligation on the part of the Company, the Retained Subsidiaries, the Buyer or Xxxxx 0, except as therein provided.
Certain Real Estate Matters. The Borrower hereby acknowledges that, subsequent to the recordation of the Mortgages in the appropriate county recorder's office for each of the real properties encumbered thereby, the Collateral Agent will be obtaining a real property appraisal for substantially all of such real properties for purposes of determining current appraised values (the "Current Appraised Values") for such real properties. The Borrower hereby acknowledges that the Current Appraised Values of the real properties encumbered by the Mortgages were not available to the Collateral Agent prior to the effectiveness of this Amendment and, accordingly, the Borrower hereby agrees as follows:
(a) With respect to any Mortgage recorded in the State of Alabama or Minnesota, to the extent enforcement of such Mortgage is limited to a debt amount that is less than the Current Appraised Value of the real property encumbered by such Mortgage, the Borrower agrees to enter into, or to cause the applicable Subsidiary Guarantor to enter into, an amendment to such Mortgage, in form and substance reasonably satisfactory to the Collateral Agent and the Borrower (or the applicable Subsidiary), to increase the enforcement amount of such Mortgage to an amount not less than 110% of the Current Appraised Value of such real property. Any such amendment to a Mortgage shall be in recordable form and shall be promptly recorded in the applicable county recorder's office where the applicable encumbered real property is located.
(b) With respect to any Title Insurance Policy issued in connection with any Mortgage for any real property for which a Current Appraised Value was obtained, if either (i) the liability amount of such Title Insurance Policy is less than the Current Appraised Value of the real property encumbered by such Mortgage or (ii) the liability amount of such Title Insurance Policy exceeds 110% of the Current Appraised Value, the Borrower will cause the applicable issuing title insurance company for such Title Insurance Policy to reissue such Title Insurance Policy (or otherwise supplement the existing Title Insurance Policy) in order to (x) include the amendment to Mortgage entered into in accordance with Section 10.28(a) as part of the insured Mortgage, (y) in the case of clause (i) above, increase the liability amount of such Title Insurance Policy to an amount not less than 110% of the Current Appraised Value of the applicable encumbered real property and (y) in the case of clause (ii) above, decre...
Certain Real Estate Matters. A new Section 6.10(f) is hereby added to the Acquisition Agreement:
