Easement Agreements Clause Samples

Easement Agreements. At the Closing, Buyer and Seller shall execute for each Site an Easement Agreement in the form attached hereto as Exhibit C, completed as required to cause the entity owning such Site to grant such Easements and licenses as are contemplated by such form of agreement and Exhibits B (Distribution Facilities), Exhibits C (Transmission Facilities), Exhibits F (Distribution Substation), and Exhibits G (Main Substation) thereto, forms of which are attached thereto. Such forms of Exhibits B, C, F and G to the agreements are subject to revision as the Parties may agree. The Parties shall engage in reasonable and good faith negotiations regarding such revisions so as to minimize the impact of the Seller's Easements, Easement areas and licenses on the Sites and Buyer's use thereof, consistent with the enjoyment by Seller of such Easements and license rights as Seller reasonably requires to continue its use, operation and maintenance of the Excluded Assets. The Parties shall also engage in reasonable, good faith negotiations to agree upon the rules and regulations under which Buyer will grant to Seller access to the Sites, and under which Seller will grant to Buyer access to Seller's Easements and Easement areas. Such rules and regulations shall be memorialized as Exhibit J to each agreement.

Easement Agreements. Collectively, the Easement Agreements for Stage 1 Recordation and the Easement Agreements for Stage 2 Recordation.

Easement Agreements. By acceptance hereof, Lender agrees that it shall execute and subordinate this Security Instrument and the other Loan Documents to (and Borrower shall be permitted to enter into without Lender’s consent) reasonable easements, restrictions, covenants, reservations and rights of way in the ordinary course of Borrower’s business for traffic circulation, ingress, egress, parking, access, utilities lines or for other similar purposes; provided, that, in each case or taken as a whole, the same do not have a Material Adverse Effect.

Easement Agreements. 13.6.1 The Buyer agrees that it shall grant such permanent licenses, easements or similar rights, in form and substance reasonably satisfactory to the Sellers and Buyer, as may reasonably be requested by the Sellers in order to provide each Seller and its Affiliates with access to any appurtenant utilities or pipeline facilities on or within the Real Property as is necessary (as determined by the Buyer and such Seller in good faith) to operate the assets and businesses described on Schedule 13.6.1 at Closing and post-Closing; provided, however, that such Seller’s access and use of any such facilities shall be done in a manner so as not to unreasonably interfere with the Buyer’s operation of the Business, and Buyer shall not unreasonably interfere with such Seller’s access and use. Each of the Sellers shall indemnify, defend and hold harmless the Buyer and its Affiliates and its and their respective Representatives, from and against any and all Losses relating to, resulting from, or arising out of, their respective access or use. 13.6.2 In the event any of the assigned rights in Easements included in the Assigned Assets are a dual use Easement being used, in part, by the Buyer and, in part, by the Sellers or their Affiliates, Buyer’s and each Seller Company’s access and use of any such dual use Easement shall be done in a manner so as not to unreasonably interfere with each other’s or their Affiliates’ respective use of such Easement as applicable. Buyer and each Seller Company shall indemnify and hold harmless the other and their Affiliates from and against any and all Losses relating to, resulting from, or arising out of, Buyer’s and each Seller Company’s access and use of the dual use Easement.

Easement Agreements. Neither Seller nor, to Seller’s Knowledge, any counterparty to any of the Easement Agreements has defaulted or materially breached its obligations under such Easement Agreements and, to Seller’s Knowledge, the Easement Agreements have not been amended except as set forth in the Seller Due Diligence Materials or in the ▇▇▇▇▇▇ County, Georgia Records. With respect to each Easement Agreement, the representations and warranties in this Section VII.A.21 shall terminate and be of no further force or effect immediately upon delivery to Purchaser of an estoppel certificate from the counterparties to such Easement Agreement stating that (a) such Easement Agreement is in full force and effect, (b) to the knowledge of the party executing such estoppel certificate, any and all amounts due from Seller thereunder have been paid, (c) such Easement Agreement has not been modified or amended except as set forth in the Seller Due Diligence Materials or in the ▇▇▇▇▇▇ County, Georgia Records, and (d) to the knowledge of the party executing such estoppel certificate, no default by Seller exists under such Easement Agreement; provided, however, Seller’s representations and warranties set forth in this Section VII.A.21 shall not terminate and shall remain in full force and effect to the extent that any such estoppel certificate contains information that materially and adversely varies from the information set forth in Seller’s representations and warranties set forth in this Section VII.A.21.

Easement Agreements. The Easement Agreements shall, collectively, reserve to the Seller certain rights and provide for certain easements in perpetuity, which shall include the following (all as more particularly set forth in the Easement Agreements): (a) as to the ▇▇▇▇▇▇▇▇ Parcel, easements for pedestrian and vehicular parking, ingress and egress; and (b) as to Parcel 1, (i) easements for pedestrian and vehicular parking, ingress and egress, (ii) easements for the use of the loading dock for the Arena and ancillary equipment located within the area immediately surrounding the loading dock and related access, and (iii) easements appurtenant to the Arena for the benefit of Seller for utilities and for certain equipment necessary to operate and maintain the Arena, and any access related thereto.

Easement Agreements. Lessee shall have the right to enter into agreements with utility companies creating easements in favor of such companies as are required in order to service the MOB to be constructed on the Ground Leased Premises; provided, however, that any such easements (i) may only be located within those areas of the Land which will not interfere with any improvements now located upon the Land or constructed in connection with the MOB, or the location of easements and utilities now and hereafter servicing the improvements existing upon the Land; (ii) have been approved by Lessor as to their location and the form of the easement agreement, in Lessor's sole discretion; and (iii) may only be granted as non-exclusive easements. Lessor agrees to join in the grant of any such utility easements and to execute any and all documents, agreements and instruments in order to effectuate the same, all at Lessee's cost and expense. Lessor agrees not to unreasonably withhold its consent to any proposed utility easement joinder so long as the easement is approved by and acceptable to Lessor as described above. In addition, Lessee agrees, where requested by Lessor, to join in the grant of such easements and to execute any and all documents, agreements, and instruments and to take all other actions in order to effectuate the same in the event Lessee's joinder is required in connection with any easements affecting any portion of the Land. The parties agree to use reasonable efforts to cause any encumbrances on the Ground Leased Premises to be subordinate to such easements, as may be required by any utility companies.

Easement Agreements. The President of ▇▇▇▇▇▇ State University or the Vice President for Administration and Finance for ▇▇▇▇▇▇ State University are authorized to enter into utility related easement agreements for Board of Trustee approved capital projects. Other real

Easement Agreements. If Purchaser is a party thereto, counterparts of the Access Easement Agreement and Drainage Easement and other easements agreed to by the parties pursuant to Paragraph 2.3, in the forms agreed to by the parties, executed and acknowledged by Purchaser;