Disclosure Items. (a) Item 1: The Franchisor, and any Parents, Predecessors, and Affiliates. Dis- close:
Disclosure Items. Buyers acknowledge that, prior to and after the Effective Date, information and matters have been or will be disclosed to Buyers by virtue of either the delivery to Buyers of a copy of the Due Diligence Items or a brief summary of Sellers’ understanding and knowledge of certain matters and things with respect to the Properties as set forth in Exhibit K hereto (collectively, the “Disclosure Items”). Buyers hereby expressly acknowledge and unequivocally agree that, if Buyers elect to proceed with the Close of Escrow (or are deemed to have approved their contingencies), then Buyers are acquiring the Properties subject to any and all deficiencies, defects and other matters referred to or otherwise set forth in the Disclosure Items and the Due Diligence Items. Notwithstanding anything to the contrary contained herein, no Seller makes any representations or warranties with respect to the thoroughness, adequacy or accuracy of any report, study or other information prepared by a third party for or on behalf of Sellers and included as part of the Due Diligence Items, including without limitation, the Disclosure Items and any environmental reports delivered to Buyers. Buyers expressly covenant, represent and warrant to Sellers that Buyers shall have no right to rely on any environmental reports without the written consent of the party preparing same if such environmental reports prohibit such reliance. Subject to the provisions of Section 14.2.3 above, except for any breach by Sellers of the express representations made by Sellers in Section 7 of this Agreement (with respect to which a Claim is brought by Buyers during the Survival Period), no Seller shall have any liability with respect to any matters disclosed or contained in the Due Diligence Items or the Disclosure Items. For purposes of this Agreement, Buyers shall be deemed to have actual knowledge of the contents of the Due Diligence Items made available to Buyers for copying and/or inspection.
Disclosure Items. Specified Subleases Those subleases, together with any amendments relating thereto, in effect as of the Commencement Date with the following subtenants: Tropicana Atlantic City
Disclosure Items. The Data Room contains true and accurate copies of all employment or service contracts for all Key Managers, which copies are complete in all material respects, and copies of the standard terms and conditions of employment applicable to all Employees.
Disclosure Items. 1. Landlord notice of default dated September 29, 2006 to Kawin International, Inc., tenant at 000 X. Xxxxx Road, Suite 119, Naperville, Illinois 60563. Schedule 4.1(b) OBJECTIONS Holme Xxxxxxx & Xxxx LLP Attorneys at Law DENVER December 15, 2006 Via Facsimile (000) 000-0000 BOULDER Washington Commons Phase III Limited Partnership c/o Hamilton Partners 0000 Xxxxxxxxxxx Xxxx Suite 270 Downers Grove, IL 60515 COLORADO SPRINGS Attention: Xx. Xxxx Xxxx
Disclosure Items. A. Westcore Cabot:
Disclosure Items. Whole Foods is disputing the calculation of Whole Foods share of common area maintenance, taxes and insurance and is currently in arrears for approximately $250,000.00 relating to calendar year 2016. $229,000 in tenant improvement allowance remains payable pursuant to the Lease with New 1960 Enterprises Company d/b/a Sozo Sushi. Seller is disputing property taxes for calendar year 2016. 38044743v.12
Disclosure Items. Any item disclosed in any particular part of this Exhibit C and all matters shown on Schedule B to Exhibit F attached hereto or disclosed on the Survey will be deemed to be disclosed with respect to any other section and paragraph of Article VI of the Agreement to the extent its relevance or appropriateness is reasonably apparent from the context in which it is presented and to the extent of any cross-references and the like. This Exhibit C and the information and disclosures contained in this Exhibit C are intended only to qualify and limit, and otherwise respond to requests for disclosures contained in, the representations and warranties of Seller contained in the Agreement and shall not be deemed to create any covenant. Any description of any document included in this Exhibit C is a summary only and is qualified in its entirety by the specific terms of such referenced document. [to be provided] 257090980 v3 EXHIBIT D Form of Right of First Refusal 257090980 v3 EXHIBIT E Form of Memorandum of Right of First Refusal 257090980 v3 EXHIBIT F Form of Deed 257090980 v3 EXHIBIT G
Disclosure Items. Encumbrances The encumbrances, liens, attachments, title retention agreements or claims identified in the following title policies delivered to the Landlord for the Leased Property, prior to or within the date one (1) month following (a) with respect to any Facility other than the Iowa Facilities, the Commencement Date and (b) with respect to any Iowa Facility, the Second A&R Effective Date, in each case, issued in the form of the following Pro Forma Title Policies: • Tropicana Xxxxxxxx (Laughlin, NV): Fidelity National Title Insurance Company, Pro Forma Policy No. NV-FNCP-IMP-2730628-1-18-42041739 • Tropicana Atlantic City (Atlantic City, NJ): Fidelity National Title Insurance Company, Pro Forma Policy Nos. 18-000383NCS-OP, 18-000382NCS-OP, 18-000380NCS-OP • Tropicana Greenville (Greenville, MS): Fidelity National Title Insurance Company, Policy No. MS 1-6685 • Isle Bettendorf (Bettendorf, IA): Fidelity National Title Insurance Company, Pro Forma Policy No. IA252008018R • Isle Waterloo (Waterloo, IA): Fidelity National Title Insurance Company, Pro Forma Policy No. IA252008019R F-7 |US-DOCS\126208570.12|| SCHEDULE B PROPERTY AGREEMENTS None. Schedule B |US-DOCS\126208570.12|| SCHEDULE C PROPERTY VALUES Eligble Replacement Properties Property Value Scioto Downs $448.481 The Row $396.220 Pompano $219.344 Black Hawk $214.100 Boonville $184.260 Replaced Property Greenville $46.916 Schedule C |US-DOCS\126208570.12|| SCHEDULE D 2019 FACILITY ADJUSTED REVENUES
