Common use of IN TESTIMONY WHEREOF Clause in Contracts

IN TESTIMONY WHEREOF. Grantor, on the day and year first hereinabove written, has caused these presents to be executed by its managing member. WITNESS: _________________________________ SELLER: _____________________________________, a ______________________________ By: ________________________ Name: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”), and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or to be paid for the within conveyance), and for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisite.

Appears in 1 contract

Samples: Agreement of Sale (Washington Real Estate Investment Trust)

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IN TESTIMONY WHEREOF. Grantorthe Board of Directors of NELNET EDUCATION LOAN FUNDING, on the day and year first hereinabove written, INC. has caused these presents this note to be executed by its managing memberthe manual or facsimile signatures of the President and Secretary of the Issuer all as of the Original Issue Date. WITNESSNELNET EDUCATION LOAN FUNDING, INC. By --------------------------------------- President By --------------------------------------- Secretary CERTIFICATE OF AUTHENTICATION This note is one of the Class A-[1][2][3][4] Notes designated therein and described in the within-mentioned Indenture. WELLS FARGO BANK, NATIONAL ASSOCIATION, as Indenture Trustee By ---------------------------------------- Authorized Signatory Authentication Date: ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or other identifying number _______________________) the within note and all rights thereunder and hereby irrevocably appoints __________ SELLERattorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNED: -------------------- ------------------------------------ NOTICE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: ------------------------------------ Signature(s) must be guaranteed by an eligible guarantor institution pursuant to Securities and Exchange Commission Rule 17Ad-15 that is a participant in a signature guarantor program recognized by the Indenture Trustee EXHIBIT B FORM OF RESET RATE NOTES THIS CLASS A-5a NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION, AND, AS A MATTER OF U.S. LAW, MAY NOT BE OFFERED OR SOLD IN VIOLATION OF THE SECURITIES ACT OR SUCH OTHER LAWS. THIS NOTE MAY BE TRANSFERRED ONLY IN MINIMUM DENOMINATIONS OF NOT LESS THAN $5,000 AND ANY INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF. THE HOLDER HEREOF, BY PURCHASING OR ACCEPTING THIS CLASS A-5a NOTE IS HEREBY DEEMED TO HAVE AGREED FOR THE BENEFIT OF THE ISSUER AND THE INITIAL PURCHASERS THAT IT WILL RESELL, PLEDGE OR OTHERWISE TRANSFER THIS NOTE, AS A MATTER OF U.S. LAW, ONLY (A)(1) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE, PURSUANT TO RULE 144A PROMULGATED UNDER THE SECURITIES ACT ("RULE 144A"), TO A PERSON WHOM THE SELLER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER, AS DEFINED IN RULE 144A (A "QUALIFIED INSTITUTIONAL BUYER"), THAT IS ACQUIRING THIS CLASS A-5a NOTE FOR ITS OWN ACCOUNT OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS MUST ALSO BE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE IS GIVEN THAT THE RESALE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) TO A PERSON WHO IS NOT A U.S. PERSON (AS DEFINED IN REGULATION S PROMULGATED UNDER THE SECURITIES ACT ) OUTSIDE THE UNITED STATES OF AMERICA ACQUIRING THIS CLASS A-5a NOTE IN ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S PROMULGATED UNDER THE SECURITIES ACT OR (3) PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT, IN EACH CASE IN ACCORDANCE WITH ANY UNITED STATES STATE SECURITIES OR "BLUE SKY" LAWS OR ANY SECURITIES LAWS OF ANY OTHER JURISDICTION. UPON ACQUISITION OR TRANSFER OF A CLASS A-5a NOTE OR A BENEFICIAL INTEREST IN A CLASS A-5a NOTE, AS THE CASE MAY BE, BY, FOR OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT ARRANGEMENT (A "PLAN"), SUCH CLASS A-5a NOTE OWNER SHALL BE DEEMED TO HAVE REPRESENTED THAT SUCH ACQUISITION OR PURCHASE WILL NOT CONSTITUTE OR OTHERWISE RESULT IN: (I) IN THE CASE OF A PLAN SUBJECT TO SECTION 406 OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), OR SECTION 4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (THE "CODE"), A NON-EXEMPT PROHIBITED TRANSACTION IN VIOLATION OF SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE WHICH IS NOT COVERED BY A CLASS OR OTHER APPLICABLE EXEMPTION AND (II) IN THE CASE OF A PLAN SUBJECT TO A SUBSTANTIALLY SIMILAR FEDERAL, STATE, LOCAL OR FOREIGN LAW ("SIMILAR LAW"), A NON-EXEMPT VIOLATION OF SUCH SUBSTANTIALLY SIMILAR LAW. ANY TRANSFER FOUND TO HAVE BEEN MADE IN VIOLATION OF SUCH DEEMED REPRESENTATION SHALL BE NULL AND VOID AND OF NO EFFECT. THIS CLASS A-5a NOTE AND RELATED DOCUMENTATION MAY BE AMENDED OR SUPPLEMENTED FROM TIME TO TIME TO MODIFY THE RESTRICTIONS ON AND PROCEDURES UNDERTAKEN OR REPRESENTED BY THE HOLDER, FOR RESALES AND OTHER TRANSFERS OF THIS CLASS A-5a NOTE, TO REFLECT ANY CHANGE IN APPLICABLE LAWS OR REGULATIONS (OR THE INTERPRETATION THEREOF) OR IN PRACTICES RELATING TO RESALES OR OTHER TRANSFERS OF RESTRICTED SECURITIES GENERALLY. THE HOLDER OF THIS NOTE AND ANY BENEFICIAL OWNER OF ANY INTEREST THEREIN SHALL BE DEEMED, BY ITS ACCEPTANCE OR PURCHASE HEREOF, TO HAVE AGREED TO ANY SUCH AMENDMENT OR SUPPLEMENT (EACH OF WHICH SHALL BE CONCLUSIVE AND BINDING ON THE HOLDER HEREOF AND ALL FUTURE HOLDERS OF THIS CLASS A-5a NOTE AND ANY CLASS A-5a NOTE ISSUED IN EXCHANGE OR SUBSTITUTION HEREFOR, WHETHER OR NOT ANY NOTATION THEREOF IS MADE HEREON) AND AGREES TO TRANSFER THIS CLASS A-5a NOTE ONLY IN ACCORDANCE WITH ANY SUCH AMENDMENT OR SUPPLEMENT IN ACCORDANCE WITH APPLICABLE LAW IN EFFECT AT THE DATE OF SUCH TRANSFER. EXCEPT AS OTHERWISE PROVIDED IN THE INDENTURE, THIS GLOBAL NOTE MAY BE TRANSFERRED, IN WHOLE BUT NOT IN PART, ONLY TO ANOTHER NOMINEE OF THE SECURITIES DEPOSITORY OR TO A SUCCESSOR SECURITIES DEPOSITORY OR TO A NOMINEE OF A SUCCESSOR SECURITIES DEPOSITORY NELNET EDUCATION LOAN FUNDING, INC. STUDENT LOAN ASSET-BACKED NOTE SENIOR CLASS 2004-2A-5A RESET RATE NOTES REGISTERED NO. R-______________________________________ REGISTERED $200,000,000 MATURITY DATE INTEREST RATE ORIGINAL ISSUE CUSIP NO. ISIN NO. DATE Quarterly Distribution Reset Rate April 29, 2004 Date in February, 2039 PRINCIPAL SUM: **TWO HUNDRED MILLION AND 00/100 DOLLARS** REGISTERED OWNER: **CEDE & CO.** NELNET EDUCATION LOAN FUNDING, INC., a ______________________________ By: ________________________ Name: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form corporation organized under the corporation laws of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEEDthe State of Nebraska (the "Issuer," which term includes any successor corporation under the Indenture of Trust, made on _____________________dated as of April 1, 2019 between _______________________________________, a Delaware limited partnership 2004 (“Grantor”the "Indenture"), and ______________among the Issuer, Wells Fargo Bank, National Association, as eligible lender trustee, axx Xxlls Fargo Bank, National Association, as trustee (“Grantee”the "Indenture Trxxxxx," which term includes any successor trustee under the Indenture)) for value received, WITNESSES THAT IN CONSIDERATION hereby promises to pay to the Registered Owner (stated above) or registered assigns, the Principal Sum hereof (payable on each Distribution Date in an amount equal to the result obtained by multiplying (i) a fraction the numerator of Grantee’s payment to Grantor of $_______ (which is the actual consideration Principal Sum hereof (as modified by Annex 2 attached hereto) and denominator of which is $200,000,000 by (ii) the aggregate amount, if any, payable on the Class A-5a Notes on such Quarterly Distribution Date in accordance with the Indenture), but solely from the revenues and receipts hereinafter specified and not otherwise, on the Maturity Date specified above (subject to the right of prior redemption hereinafter described), at the designated corporate trust office of the Indenture Trustee, as paying agent, trustee, authenticating agent and registrar for the Series 2004-2 Notes, or a duly appointed successor paying agent, and to pay interest in arrears on said Principal Sum, but solely from the revenues and receipts hereinafter specified and not otherwise, to the Registered Owner hereof from the most recent Quarterly Distribution Date to which interest has been paid hereon, until the payment of said principal sum in full. Any capitalized words and terms used as defined words and terms in this note and not otherwise defined herein shall have the meanings given them in the Indenture. The Issuer shall pay interest on this note at the rate set forth in Annex 1, on each Quarterly Distribution Date until the principal of this note is paid or made available for payment, on the principal amount of this note outstanding on the preceding Quarterly Distribution Date (after giving effect to be paid for all payments of principal made on the within conveyancepreceding Quarterly Distribution Date). Interest on this note shall accrue from and including the preceding Quarterly Distribution Date (or, and for other good and valuable considerationin the case of the first Accrual Period, the receipt Closing Date) to but excluding the following Quarterly Distribution Date (each an "Accrual Period") as set forth in Annex 1. The principal of and adequacy interest on this note are payable in lawful money of which Grantor hereby acknowledges, Grantor hereby grants and conveys the United States of America. If the specified date for any payment of principal or interest accrued to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements such specified date shall be a day other than a Business Day then such payment may be made on the Landnext succeeding Business Day, all land lying outside with the boundaries of same force and effect as if made on the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisitespecified date for such payment without additional interest.

Appears in 1 contract

Samples: Loan Purchase Agreement (Nelnet Education Loan Funding Inc)

IN TESTIMONY WHEREOF. Grantor, on the day I have hereunto set my hand and year first hereinabove written, has caused these presents to be executed by its managing member. WITNESS: _________________________________ SELLER: ___________________affixed my official seal in __________________, a ______________________________ Bythe day and year last above written. ---------------------------------------------- Notary Public in and for said County and State My Commission expires: ________________________ Name: Title: EXHIBIT A to DEED [Property Description] ----------------------------- EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEEDMONSANTO COMPANY POWER OF ATTORNEY: LITIGATION/CLAIMS KNOW ALL MEN BY THESE PRESENTS: That from and after the date hereof ("Effective Date"), made on _____________________, 2019 between _______________________________________Monsanto Company, a corporation organized and existing under the laws of the State of Delaware limited partnership (“Grantor”"Monsanto") has made, constituted and appointed, and by these presents does make, constitute and appoint, Solutia Inc., a corporation organized and existing under the laws of the State of Delaware ("Solutia"), its true and ______________lawful agent and attorney, for Monsanto and in Monsanto's name, place and stead, for all purposes with respect to Third Party Claims (“Grantee”)including, WITNESSES THAT IN CONSIDERATION of Grantee’s payment without limitation, the Pennsylvania Litigation and the Anniston Litigation) as to Grantor of $_______ (which is the actual consideration paid or Solutia has agreed to indemnify Monsanto, and such claims against Third Parties which continue to be paid held by Monsanto in trust for the within conveyance)Solutia, such Third Party Claims and for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys claims against Third Parties being collectively referred to Grantee herein as "Claims"; and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby grantedattorney shall have, subject to all documents and matters (i) the provisions of record or the Protocol Agreement, dated November 15, 2002 (if not the "Protocol Agreement"), to which this power of record) of which Grantee has actual knowledgeattorney is entered, and (bii) will give the Protocol Agreement dated as of July 1, 2002, by and among Pharmacia, Solutia and Monsanto Company (the "Anniston Protocol Agreement"), full power and authorization to take all further assurances thereof action with respect to such Claims as Monsanto can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best, including without limitation, (i) to represent Monsanto with respect to such Claims for so long as such Claims are unresolved; (ii) to appear in Monsanto's name and to execute, deliver and file all pleadings, motions and other filings, at trial, on appeal, or in a proceeding, through counsel retained by Solutia or by officers of Solutia or their delegates, acting alone, or otherwise; (iii) to assert or waive any or all rights with respect to such Claims; (iv) to engage in all phases of discovery with respect to such Claims, including without limitation, to take depositions, defend depositions and propound or respond to other discover requests, such as interrogatories or requests for production of documents; (v) to direct and accept service of process with respect to such claims; (vi) to execute and deliver affidavits as may be requisitenecessary or desirable with respect to such Claims; (vii) to agree to and to represent Monsanto in alternative resolution proceedings, including arbitration or mediation of Claims; (viii) to discuss or negotiate settlement agreements and releases with Third Parties with respect to such Claims on such terms and conditions as Solutia thinks best; (ix) to execute, deliver and if needed, file any and all settlement agreements, releases and other agreements, documents and instruments as may be required and any and all modifications thereto; and (x) to obtain and post bonds pending appeal; hereby giving and granting to Monsanto's said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as fully to all intents and purposes as Monsanto might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power. Subject to the Protocol Agreement and the Anniston Protocol Agreement, Monsanto hereby gives and grants to its said attorney from and after the Effective Date, full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises, in order fully to carry out and effectuate the authority herein granted, as fully to all intents and purposes as Monsanto might or could do if acting through its own officers or delegates, and Monsanto hereby ratifies and confirms all that its said attorney may be pursuant to this power. Monsanto hereby further authorizes and empowers its said attorney from and after Effective Date to substitute and appoint in the place and stead of its said attorney, or to employ agents or sub-agents as Solutia thinks best, one or more attorney or attorneys to exercise for Monsanto as its attorney or attorneys any or all of the powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and to substitute or appoint any other or others in the place of such attorney or attorneys as Solutia shall from time to time think fit. Unless specifically defined herein, capitalized terms shall have the meaning defined in the Amended Distribution Agreement.

Appears in 1 contract

Samples: Protocol Agreement (Monsanto Co /New/)

IN TESTIMONY WHEREOF. Grantor, on the Landlord and Xxxxxx have caused this Lease to be signed as of the day and year first hereinabove above written. WITNESS: LANDLORD: SOUTH JORDAN PARKWAY PLAZA, has caused these presents LC A Utah Limited Liability Company By Its ATTEST: TENANT: Free Weights_____________ A Utah _________________________ By Its ATTEST: TENANT: Free Weights_____________ A Utah _________________________ By Its LEASE GUARANTY As a material part of the consideration inducing Landlord to execute the Lease made and entered into , 2023 by and between South Jordan Parkway Plaza L.C. a Utah limited liability company (“Landlord”) and Free Weights , a Utah (“Tenant”), the undersigned, being all of the shareholders, partners, members or owners, as the case may be, of Assignee (who are collectively hereinafter referred to as the “Guarantors”), join in the execution of this Lease Guaranty and jointly and severally, do hereby unconditionally guarantee the full performance by Tenant of all obligations, indemnities and agreements to be executed paid, performed or observed by Tenant under and pursuant to this Lease, including but not limited to the payment of Base Rent and any and all other sums required to be paid by Tenant under the Lease when due. The Guarantors further hereby give and grant to Landlord the rights, power and authority, without notice to or approval of any of the Guarantors and without in any way prejudicing, impairing or affecting any of the Guarantors’ liability hereunder, to alter, extend or otherwise modify this Lease to the extent which may be agreed upon by Landlord and Tenant; to forbear or delay enforcing the payment of Base Rent or other sums due under the Lease or enforcing any other obligations of Tenant under the Lease; to release any other person liable for Tenant’s obligations under the Lease or any other collateral Landlord may hold for the obligations of Tenant under the Lease; to proceed directly against the Guarantors or any of them on this Guaranty whether or not action is brought against Tenant and whether or not Tenant is joined in any such action, without resort to any security which may be held by Landlord, and without first having exhausted the remedies it may have against Xxxxxx. The Guarantors hereby waive demand and/or notice of any kind including, but not limited to, notice of default or breach on the part of Tenant of any of the provisions of this Lease or notice of the existence, creation or incurring of any new, different, or additional obligation as aforesaid. This Guaranty is and shall be construed to be an irrevocable, absolute, unlimited and continuing guaranty of payment and performance, and the liability of each Guarantor hereunder and Xxxxxxxx’s right to pursue each Guarantor shall not be affected, delayed, limited, impaired or discharged, in whole or in part, by reason of any extension or discharge that may be granted to the Tenant, whether in proceedings under the bankruptcy code or any amendments thereof, or under any other state or other federal statutes, or otherwise. The Guarantor expressly waives the benefits of any extension or discharge granted to Tenant. This Guaranty shall survive notwithstanding the expiration or termination of the Lease and this Guaranty shall survive with respect to any sums previously received from Tenant or from Guarantor that Landlord may be required to repay in any proceeding described in this paragraph. The Guarantors further agree upon demand to pay Landlord reasonable attorneys’ fees and all costs and other expenses incurred by it in collecting or compromising any obligation hereby guaranteed, or in enforcing this Guaranty against the Guarantors. The Landlord shall have the right, without affecting any Guarantor’s obligations hereunder, and without demand or notice, to collect first from the Tenant, and to exercise its managing memberrights of setoff against any asset of the Tenant, and to otherwise pursue and collect from the Tenant any other indebtedness of the Tenant to the Landlord not covered by this Guaranty, and any sums received from the Tenant, whether by voluntary payment, offset, or collection efforts, may be applied by the Landlord as it sees fit, including the application of all such amounts to other debts not guaranteed by the Guarantors. WITNESSSubrogation rights or any other rights of any kind of any Guarantor against the Tenant, if any, shall not become available until all indebtedness and obligations of the Tenant to the Landlord are paid in full. This Guaranty shall survive the expiration or termination of the Lease to the extent the obligations of the Tenant thereunder likewise survive. Capitalized terms used but not otherwise defined herein shall have their meanings set forth in the Lease. GUARANTORS: Date: ___________________________ _______________ SELLERXxxxxxx Xxxx SS#: _____________________________________, a ____ ___________________________ By_______________ Xxxxxxx Xxxx SS#: ________________________ Name: Title: EXHIBIT A to DEED "A" [Property DescriptionSite Plan] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED"B" Commencement Date Statement LANDLORD: South Jordan Parkway Plaza, made on _______LC TENANT: Free Weights LEASE DATE: ______________, 2019 between _______________________________________2023 Landlord and Xxxxxx acknowledge and agree that the Commencement Date of the above-referenced Lease is August 1, a Delaware limited partnership 2023 and the original term of the Lease expires on July 31, 2028 LANDLORD: TENANT: By: By: Its: Its: Date: Date: EXHIBIT "D" Repair and Common Area Maintenance Costs Common area maintenance costs shall include all costs and expenses of every kind and nature as may be paid or incurred in operating, policing, protecting, insuring, managing, equipping, lighting, repairing, replacing and maintaining the common areas and facilities of the Shopping Center (“Grantor”whether located on or off the Shopping Center), and ______________(“Grantee”)including, WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or to be paid for the within conveyance), and for other good and valuable considerationbut not limited to, the receipt cost and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisite.expense of:

Appears in 1 contract

Samples: f01.justanswer.com

IN TESTIMONY WHEREOF. GrantorCompany has caused this Agreement to be executed in its corporate name by its Executive Vice President, on and attested by its Assistant Secretary, all by the authority of its Board of Directors duly given, and Executive has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, as of the day and year first hereinabove above written. FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ XXX X. XXXXX ATTEST: /s/ XXX XXXXXXXX Assistant Secretary /s/ XXXXX X. HOLDING (SEAL) Executive DESIGNATION OF BENEFICIARY Pursuant to the terms of the Executive Consultation, has caused these presents Separation from Service and Death Benefit Agreement, effective as of ______________, between me and FIRST-CITIZENS BANK & TRUST COMPANY, I hereby designate the following beneficiary(ies) to receive any payments which may be executed by its managing memberdue under such Agreement after my death. WITNESSPrimary Beneficiary(ies): (If more than one is listed, it is assumed that Executive intends for all Primary Beneficiaries to share in payments as co-beneficiaries in the percentages listed, or equally if no percentages are listed, rather than as alternative or contingent beneficiaries or in any order of listing or otherwise.) _____________________________ _________________ % _____________________________ _________________ % _____________________________ _________________ % Contingent Beneficiary(ies): (If more than one is listed, it is assumed that, if no Primary Beneficiary shall survive Executive, Executive intends for all Contingent Beneficiaries to share in payments as co-contingent beneficiaries in the percentages listed, or equally if no percentages are listed, rather than in the order in which they are listed or otherwise. If Executive intends for one or more Contingent Beneficiary(ies) to receive payments in any particular order or to the exclusion of any other(s) listed, that should be clearly indicated below.) _____________________________ _________________ % _____________________________ _________________ % _____________________________ _________________ % This designation hereby revokes any prior designation which may have been in effect. Date: _________________________ ______________________ Executive ______________________________ SELLER: _____________________________________, a ______________________________ By: ________________________ NameWitness Acknowledged by: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”), and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or to be paid for the within conveyance), and for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisite.:

Appears in 1 contract

Samples: Benefit Agreement (First Citizens Bancshares Inc /De/)

IN TESTIMONY WHEREOF. Grantor, on I have hereunto subscribed my name and affixed my seal of office the day and year first hereinabove last above written, has caused these presents to be executed by its managing member. WITNESS: _________________________________ SELLER: _____________________________________, a ______________________________ By: ________________________ Print Name: Title------------------------- Notary Public, State of Florida at Large My Commission expires Prepared by: Bryn & Associates, P.A. 0 X. Xxxxxxxx Xxxx., #0000 Xxxxx, Xxxxxxx 00000 (000) 000-0000 EXHIBIT A C GUARANTY PERSONAL GUARANTEE OF INDEBTEDNESS (Joint and Several) In consideration of and as an inducement to DEED [Property Description] EXHIBIT B Four Star Financial Services, LLC ("Four Star Financial Services"), to DEED Permitted Exceptions Form enter into that certain loan agreement, dated as of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEEDJune 22, made on _____________________2001 (the "Loan Agreement") by and between Four Star Financial Services ("Lender") and CyberAds, 2019 between _______________________________________Inc, a Delaware limited partnership (“Grantor”"Borrower") in reliance upon this Personal Guarantee of Indebtedness (the "Guarantee"), Xxxxxx Xxxxxxxx and Xxxxxxxx Xxxxxxxx, ("Guarantors") jointly and severally, unconditionally guarantee the due and punctual payment of all payment, both interest and principal (as defined in the Loan Agreement), and ______________all other sums due (“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or including interest and penalties) and to be paid for by Borrower pursuant to the within conveyance)Loan Agreement and the performance by Borrower of all the terms, conditions, covenants and agreements of the Loan Agreement, and for other good guarantors, jointly and valuable considerationseverally, agree to pay all of Lender's costs, expenses and reasonable attorney's fees incurred in enforcing the receipt covenants and adequacy agreements of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, Borrower in fee simple, the parcel of land (“Land”) Loan Agreement or incurred by Lender in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on enforcing the Land, all land lying outside the boundaries Guarantee. Guarantors waive notices of the Land acceptance of the Guarantee, presentment, protest, notice of protest and within any public street and all demands for performance or highwayany and all notices of non- performance which might otherwise be a condition precedent to the liability of Guarantors under this Guarantee, and all rightsGuarantors covenant and agree that Lender may proceed directly against Guarantors, alleysor any of them individually or in any combination, wayswithout first proceeding or making claim or exhausting any remedy against Borrower or pursuant any particular remedy or remedies available to Lender. Guarantors, watersjointly and severally, privilegescovenant and agree that, appurtenances without releasing, diminishing, or otherwise affecting the liability of Guarantors under this Guarantee or the performance of any obligation contained in this document, and advantages belonging without affecting the rights of Lender, Lender may, at any time and from time to time, and without notice to or appurtenant to the Land or improvements (all further consent of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor any Guarantor: (a) will warrant specially make any agreement extending or reducing the title hereby granted, subject term of the Loan or otherwise altering the terms of payment under the Loan Agreement or granting any indulgences with respect to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, the Loan Agreement; and (b) will give all further assurances thereof which may be requisiteexercise or refrain from exercising or waiving any right Lender might have.

Appears in 1 contract

Samples: Loan and Security Agreement (Cyberads Inc)

IN TESTIMONY WHEREOF. Grantor, on witness the signature of the Tenant as of the day and year first hereinabove writtenset forth above. TENANT: PEABODY CAMPUS, has caused these presents to be executed by its managing memberLLC, a Maryland limited liability company By: Erickson Retirement Communities, XXX, x Maryland limited liability company. WITNESSIts: Sole Managing Member By: _______________________________ Jeffrey A. Jacobson, Managing Director STATE OF ------------------------------ COUNTY OF ----------------------------- The foregoing instrument was acknowledged before me this ___ SELLER: day of October, 2002, by Jeffrey A. Jacobson, the Managing Dxxxxxxx xx Xxxxxxxx Retirement Communities, LLX, x Xxxyland limited liability company, the Sole Managing Member of Peabody Campus, LLC, a Maryland limited liability company on behalf of said limited liability companies. He is personally known to me or produced _____________________________________, a ______________________________ By: ________________________ as identification. Printed Name: Title------------------------------ Notary Public, State of -------------------- Commission #: ------------------------------ My commission expires: --------------------- (NOTARY SEAL) EXHIBIT A G SINGLE PURPOSE ENTITY REQUIREMENTS ---------------------------------- Tenant or its assignee shall throughout the Term hereof do all things necessary to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”), and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or continue to be paid for the within conveyanceand remain a Single Purpose Entity [including without limitation, if Tenant is a partnership, insuring that each General Partner of Tenant continues as a Single Purpose Entity and shall not amend its Articles of Organization or Operating Agreement, or if Tenant is a corporation, that Tenant shall not amend its Articles of Incorporation or Bylaws, or if Tenant is a limited liability company, Tenant shall prevent any Member manager of Tenant from amending such Member's Articles of Organization or Bylaws or other formation documents). For purposes hereof, and for Single Purpose Entity shall mean a person, other good and valuable considerationthan an individual, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) is formed, organized or reorganized solely for the purpose of holding, directly, the leasehold interest in the Leased Property and undertaking the activities in respect thereof as contemplated under the Lease, (b) does not engage in any business unrelated to the Leased Property and the Permitted Use thereof under the Lease, (c) has not and will warrant specially not have any assets other than those related to its interest in the title hereby grantedLeased Property and has not and will not have any indebtedness other than indebtedness contemplated or as permitted under the Lease or otherwise incurred in the ordinary course of business, subject (d) maintains its own separate books and records and its own accounts, in each case which are separate and apart from the books and records of any other any individual, corporation, partnership, joint venture, limited liability company, limited liability partnership, association, joint stock company, trust, unincorporated organization, or other organization, whether or not a legal entity, and any governmental authority ("Person"), (e) holds itself out as being a Person separate and apart from any other Person, (f) does not and will not commingle its funds or assets with those of any other Person except as required under any of the Third Party Documents, (g) conducts its own business in its own name, (h) maintains separate financial statements, (i) pays its own liabilities out of its own funds, (j) observes all limited liability company formalities, partnership formalities or corporate formalities, as applicable, (k) maintains an arm's-length relationship with its Affiliated Persons, (l) does not guarantee or otherwise obligate itself with respect to all documents the debts of any other Person or hold out its credit as being available to satisfy the obligations of any other Person except as required or expressly authorized under the Lease, (m) does not acquire obligations or securities of its partners, members or shareholders, (n) allocates fairly and matters of record or reasonably shared expenses, including without limitation, any overhead for shared office space, (if any), (o) uses separate stationary, invoices and checks, (p) except as required or expressly authorized or contemplated under the Lease, and the Third Party Documents, does not and will not pledge its assets for the benefit of recordany Person other than Landlord or make any loans or advances to any other Person, (q) does and will correct any known misunderstanding regarding its separate identity, (r) maintains adequate capital in light of which Grantee has actual knowledgeits contemplated business operations, and (bs) has and will give all further assurances thereof have an Operating Agreement, partnership agreement, certificate of incorporation or other organization document which may be requisitecomplies with the standards and requirements for a Single Purpose Entity set by Rating Agencies (as hereinafter defined) as of the date hereof applicable to a limited liability company, partnership or corporation, as applicable.

Appears in 1 contract

Samples: Ground Lease Agreement (CNL Retirement Properties Inc)

IN TESTIMONY WHEREOF. GrantorI have hereunto set my hand and affixed my official seal in , on the day and year first hereinabove last above ------------------ written. ---------------------------------------------- Notary Public in and for said County and State My Commission expires: ----------------------------- EXHIBIT B MONSANTO COMPANY POWER OF ATTORNEY: LITIGATION/CLAIMS KNOW ALL MEN BY THESE PRESENTS: That from and after the date hereof ("Effective Date"), -------------- Monsanto Company, a corporation organized and existing under the laws of the State of Delaware ("New Monsanto") has caused made, constituted and appointed, and ------------ by these presents does make, constitute and appoint, Solutia Inc., a corporation organized and existing under the laws of the State of Delaware ("Solutia"), its true and lawful agent and attorney, for New Monsanto and in ------- New Monsanto's name, place and stead, for all purposes with respect to Third Party Claims as to which Solutia has agreed to indemnify New Monsanto, and such claims against Third Parties which continue to be executed held by New Monsanto in trust for Solutia, such Third Party Claims and claims against Third Parties being collectively referred to herein as "Claims"; and its managing memberattorney ------ shall have full power and authorization to take all action with respect to such Claims as New Monsanto can take and which said attorney, acting through its officers or their delegates, who in each case, acting alone, in his or her sole discretion, think best, including without limitation, (i) to represent New Monsanto with respect to such Claims for so long as such Claims are unresolved; (ii) to appear in New Monsanto's name and to execute, deliver and file all pleadings, motions and other filings, at trial, on appeal, or in a proceeding, through counsel retained by Solutia or by officers of Solutia or their delegates, acting alone, or otherwise; (iii) to assert or waive any or all rights with respect to such Claims; (iv) to engage in all phases of discovery with respect to such Claims, including without limitation, to take depositions, defend depositions and propound or respond to other discover requests, such as interrogatories or requests for production of documents; (v) to direct and accept service of process with respect to such claims; (vi) to execute and deliver affidavits as may be necessary or desirable with respect to such Claims; (vii) to agree to and to represent New Monsanto in alternative resolution proceedings, including arbitration or mediation of Claims; (viii) to discuss or negotiate settlement agreements and releases with Third Parties with respect to such Claims on such terms and conditions as Solutia thinks best; (ix) to execute, deliver and if needed, file any and all settlement agreements, releases and other agreements, documents and instruments as may be required and any and all modifications thereto; and (x) to obtain and post bonds pending appeal; hereby giving and granting to New Monsanto's said attorney full power and authority to do and perform all and every act and thing whatsoever necessary to be done in the premises as fully to all intents and purposes as New Monsanto might or could do, hereby ratifying and confirming all that its said attorney may do pursuant to this power. WITNESS: _________________________________ SELLER: _____________________________________New Monsanto hereby gives and grants to its said attorney from and after the Effective Date, a ______________________________ By: ________________________ Name: Title: EXHIBIT A full power and authority to DEED [Property Description] EXHIBIT B do and perform all and every act and thing whatsoever necessary to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEEDbe done in the premises, made on _____________________in order fully to carry out and effectuate the authority herein granted, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”)as fully to all intents and purposes as New Monsanto might or could do if acting through its own officers or delegates, and ______________(“Grantee”)New Monsanto hereby ratifies and confirms all that its said attorney may be pursuant to this power. New Monsanto hereby further authorizes and empowers its said attorney from and after Effective Date to substitute and appoint in the place and stead of its said attorney, WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or to be paid employ agents or sub-agents as Solutia thinks best, one or more attorney or attorneys to exercise for New Monsanto as its attorney or attorneys any or all of the within conveyance)powers and authorities hereby conferred; and to revoke such appointment or appointments from time to time, and for to substitute or appoint any other good and valuable consideration, or others in the receipt and adequacy place of which Grantor hereby acknowledges, Grantor hereby grants and conveys such attorney or attorneys as Solutia shall from time to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisitetime think fit.

Appears in 1 contract

Samples: Distribution Agreement (Solutia Inc)

IN TESTIMONY WHEREOF. GrantorCompany has caused this Agreement to be executed in its corporate name by its Executive Vice President, on and attested by its Assistant Secretary, all by the authority of its Board of Directors duly given, and Executive has hereunto set his hand and adopted as his seal the typewritten word “SEAL” appearing beside his name, as of the day and year first hereinabove above written. FIRST-CITIZENS BANK & TRUST COMPANY By: /s/ XXX X. XXXXX ATTEST: /s/ XXX XXXXXXXX Assistant Secretary /s/ XXXXX X. HOLDING (SEAL) Executive DESIGNATION OF BENEFICIARY Pursuant to the terms of the Executive Consultation, has caused these presents to be executed by its managing member. WITNESS: Separation from Service and Death Benefit Agreement, effective as of _________________________________ SELLER: , between me and FIRST-CITIZENS BANK & TRUST COMPANY, I hereby designate the following beneficiary(ies) to receive any payments which may be due under such Agreement after my death. Primary Beneficiary(ies): (If more than one is listed, it is assumed that Executive intends for all Primary Beneficiaries to share in payments as co-beneficiaries in the percentages listed, or equally if no percentages are listed, rather than as alternative or contingent beneficiaries or in any order of listing or otherwise.) _____________________________________, a ______________ _________________ By: ________________________ Name: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between % _______________________________________, a Delaware limited partnership (“Grantor”), and _ ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $___ % ____________________________________ _________________ % Contingent Beneficiary(ies): (If more than one is listed, it is assumed that, if no Primary Beneficiary shall survive Executive, Executive intends for all Contingent Beneficiaries to share in payments as co-contingent beneficiaries in the percentages listed, or equally if no percentages are listed, rather than in the order in which is the actual consideration paid they are listed or otherwise. If Executive intends for one or more Contingent Beneficiary(ies) to receive payments in any particular order or to the exclusion of any other(s) listed, that should be paid for the within conveyance), and for other good and valuable consideration, the receipt and adequacy of which Grantor clearly indicated below.) ____________________________________ _________________ % ____________________________________ _________________ % ____________________________________ _________________ % This designation hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within revokes any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof prior designation which may be requisite.have been in effect. Date: _________________________ ______________________ Executive ______________________________ Witness Acknowledged by: Title:

Appears in 1 contract

Samples: Benefit Agreement (First Citizens Bancshares Inc /De/)

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IN TESTIMONY WHEREOF. Grantorthe above partnership Borrower and CBL Properties, on the day and year first hereinabove written, Inc. has caused these presents this instrument to be executed in the appropriate company or partnership name by its managing memberduly authorized general partner, and has adopted as its seal the word "SEAL" appearing beside its name, this sealed instrument being executed and delivered on the date first above written. WITNESSCBL&ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership BY: CBL HOLDINGS I, INC., a Delaware corporation Its Sole General Partner BY: ____________________,President ATTEST: ______________________________, Secretary (Corporate Seal) CBL & ASSOCIATES PROPERTIES, INC. a Delaware corporation BY: ___ SELLER__________________,President ATTEST: __________________________________, Secretary (Corporate Seal) SOUTHTRUST BANK, NATIONAL ASSOCIATION, a national banking association By: Xxxxxx X. Xxxxxxxx Its Vice President EXHIBIT A Real property known as: Kingston Overlook, Knoxville, Tennessee Devonshire Place, Cary, North Carolina Massard Crossing, Ft. Xxxxx, Arkansas all as more particularly described in the individual deeds of trust and/or mortgages applicable to the above described properties. PERMITTED ENCUMBRANCES As described in the Mortgages. EXHIBIT C REVOLVING CREDIT NOTE $20,000,000 Birmingham, Alabama January ___, a ______________________________ By: ________________________ Name: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED1998 FOR VALUE RECEIVED, made on _____________________the undersigned, 2019 between _______________________________________the undersigned CBL & ASSOCIATES LIMITED PARTNERSHIP, a Delaware limited partnership (“Grantor”the "Borrower"), and ______________promises to pay to the order of SOUTHTRUST BANK, NATIONAL ASSOCIATION, a national banking association having a principal place of business in Birmingham, Alabama (“Grantee”the "Bank"), WITNESSES THAT IN CONSIDERATION the principal sum of Grantee’s payment TWENTY MILLION DOLLARS ($20,000,000),or so much as may be advanced to Grantor of $_______ (which is Borrower from time to time and not repaid by Borrower pursuant to the actual consideration paid or to be paid for the within conveyance), and for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A heretoterms hereof, together with all improvements on interest thereon at the Landrates of interest hereafter specified, all land lying outside which such principal and interest are payable in the boundaries manner provided below in lawful money of the Land United States. This Note is executed pursuant to that certain Revolving Credit Loan Agreement dated as of the date hereof between the Borrower and within any public street or highway, Bank (the "Loan Agreement"; capitalized terms used herein and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to not otherwise defined shall have the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as meanings set forth in the “Property”Loan Agreement), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisite.

Appears in 1 contract

Samples: Revolving Credit Loan Agreement (CBL & Associates Properties Inc)

IN TESTIMONY WHEREOF. Grantor, on the day and year first hereinabove written, Grantor has caused these presents to be executed in its company name by its managing memberAuthorized Agent. WITNESSGRANTOR: _GREAT RIVER ENERGY BY:________________________________ SELLER: _____________________________________, a ______________________________ By: Authorized Agent STATE OF NORTH DAKOTA ) ) SS COUNTY OF BURLEIGH ) On this _____ day of ________________________ Name: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on ____2021, before me, personally appeared _________________, 2019 known to me to be the Authorized Agent of the cooperative corporation that is described in, and that they executed the foregoing instrument, and they acknowledged that such cooperative corporation executed the same. Notary Public (Seal) EXHIBIT D To Termination Agreement and Release, dated June 30, 2021 ASSIGNMENT OF LEASES KNOW ALL MEN BY THESE PRESENTS: THAT FOR AND IN CONSIDERATION of the sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Great River Energy, a Minnesota cooperative corporation hereinafter called “Assignor,” does hereby sell, assign, transfer, convey, set over, and deliver unto North American Coal Royalty Company, a Delaware corporation, hereinafter called “Assignee,” all of Assignor’s right, title and interest in and to the leases (the “Leases”) described in Exhibit 1, which is attached hereto and made a part hereof for all purposes, as extended or amended, together with all rights incident thereto. Assignee hereby accepts the foregoing assignment and assumes, agrees to pay, perform and discharge when due all of the liabilities and obligations of Assignor related to the Leases that first arise after the date hereof (other than any such liabilities and obligations that arise from breaches of, or defaults under, any of the Leases, or from violations of applicable law that occurred on or prior to the date hereof). This Assignment is subject to the terms and conditions set forth in the Termination Agreement and Release by and between _______________________________Assignor and The Falkirk Mining Company, dated as of ________, a Delaware limited partnership 2021, (the GrantorTermination Agreement”), and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is incorporated herein. Capitalized terms used but not defined herein have the actual consideration paid meanings assigned to those terms in the Termination Agreement. In the event of any ambiguity or to conflict between the terms hereof and the Termination Agreement, the terms of the Termination Agreement shall be paid for governing and controlling. Neither this Assignment nor any term hereof may be changed, waived, discharged or terminated other than by an instrument in writing signed by the within conveyance)Assignor and Assignee. This Assignment shall be governed by, and for other good construed and valuable considerationenforced in accordance with, the receipt and adequacy laws of the State of North Dakota, without regard to the conflicts of law rules thereof. This Assignment may be signed in any number of counterparts, each of which Grantor hereby acknowledgesshall be an original, Grantor hereby grants with the same effect as if the signatures thereto and conveys to Grantee and hereto were upon the same instrument. TO HAVE AND TO HOLD unto Assignee, its successors and assigns, in fee simpleforever, the parcel of land (“Land”) in Xxxxxxxxxx Countysubject, Maryland which is described in Exhibit A heretohowever, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents the terms and matters conditions of record or (if not of record) of which Grantee has actual knowledge, this Assignment and (b) will give all further assurances thereof which may be requisitethe Termination Agreement.

Appears in 1 contract

Samples: Termination Agreement and Release (Nacco Industries Inc)

IN TESTIMONY WHEREOF. Grantor, on the day and year first hereinabove written, Board of Directors of NELNET STUDENT LOAN CORPORATION-2 has caused these presents this note to be executed by its managing memberthe manual or facsimile signatures of the President and Secretary of the Issuer all as of the Original Issue Date. WITNESSNELNET STUDENT LOAN CORPORATION-2 By ----------------------------------------------- President By ----------------------------------------------- Secretary CERTIFICATE OF AUTHENTICATION This note is one of the Class 2001B-1 Notes designated therein and described in the within-mentioned Indenture. ZIONS FIRST NATIONAL BANK, as Trustee By ------------------------------------ Authorized Signatory Authentication Date: -------------------------------------- ASSIGNMENT FOR VALUE RECEIVED, the undersigned hereby sells, assigns, and transfers unto __________ (Social Security or other identifying number __________) the within note and all rights thereunder and hereby irrevocably appoints __________ attorney to transfer the within note on the books kept for registration thereof, with full power of substitution in the premises. Dated: SIGNED: ---------------------- ------------------------------------ NOTICE: The signature on this Assignment must correspond with the name of the Registered Owner as it appears on the face of the within note in every particular. Signature Guaranteed by: ------------------------------------- A Member of The New York Stock Exchange or a State or National Bank EXHIBIT B SERIES 2001B CLOSING CASH FLOW PROJECTIONS EXHIBIT C NOTICE OF PAYMENT DEFAULT NELNET STUDENT LOAN CORPORATION-2 STUDENT LOAN ASSET-BACKED NOTES CLASS 2001__ AUCTION RATE CERTIFICATE NOTES NOTICE IS HEREBY GIVEN that a Payment Default has occurred and is continuing with respect to the Auction Rate Notes identified above. The next Auction for the Auction Rate Notes will not be held. The Auction Rate for the Auction Rate Notes for the next succeeding Interest Period shall be the Non-Payment Rate. ZIONS FIRST NATIONAL BANK, as Trustee Dated: By ------------ ----------------------------------- EXHIBIT D NOTICE OF CURE OF PAYMENT DEFAULT NELNET STUDENT LOAN CORPORATION-2 STUDENT LOAN ASSET-BACKED NOTES CLASS 2001__ AUCTION RATE CERTIFICATE NOTES NOTICE IS HEREBY GIVEN that a Payment Default with respect to the Auction Rate Notes identified above has been waived or cured. The next Interest Payment Date is __________________________ and the Auction Date is _______________________________. ZIONS FIRST NATIONAL BANK, as Trustee Dated: By ------------------------- ---------------------------------- EXHIBIT E NOTICE OF PROPOSED CHANGE IN LENGTH OF ONE OR MORE AUCTION PERIODS NELNET STUDENT LOAN CORPORATION-2 STUDENT LOAN ASSET-BACKED NOTES CLASS 2001__ SELLER: _____________________________________, a ______________________________ By: ________________________ Name: Title: EXHIBIT A AUCTION RATE CERTIFICATE NOTES Notice is hereby given that the Issuer proposes to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form change the length of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”), and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid one or to be paid for the within conveyance), and for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant more Auction Periods pursuant to the Land or improvements Indenture of Trust, as amended (all of which Land, improvements and appurtenances are referred to collectively herein the "Indenture") as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisite.follows:

Appears in 1 contract

Samples: Servicing Agreement (Nelnet Student Loan Corp- 2)

IN TESTIMONY WHEREOF. Grantor, on witness the day and year duly authorized signature of the Company the date first hereinabove above written, has caused these presents to be executed duly authorized by its managing memberappropriate action of the Company. WITNESS: ___EASCO CORPORATION By ______________________________ SELLERTitle: _____________________________________Vice President 37 ENDORSEMENT ----------- Pay to the order of PNC Bank, a National Association, Pittsburgh, Pennsylvania, as Trustee under the Trust Indenture dated as of November 1, 1998, from the undersigned, without recourse. THE HERTFORD COUNTY INDUSTRIAL FACILITIES AND POLLUTION CONTROL FINANCING AUTHORITY By ______________________________ ByChairman EXHIBIT B PROJECT SITE ------------ EXHIBIT C PROJECT FACILITIES ------------------ The Project consists of the acquisition and construction of a 3,500 square foot expansion to an existing 35,000 square foot facility and the installation of new equipment therein for the manufacture of aluminum billets on a 57 acre site located in Ahoskie, County, North Carolina, owned by the Company and includes the following: ______________Building (including HVAC, electrical and plumbing) New Equipment EXHIBIT D FORM OF REQUISITION CERTIFICATE ----------------------- PNC Bank, National Association Date:__________ NameTwo PNC Xxxxx, 0xx Xxxxx Xxxxxxxxxx, Xxxxxxxxxxxx 00000 Xxxention: Title: EXHIBIT A to DEED [Property Description] EXHIBIT B to DEED Permitted Exceptions Form of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”), and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION of Grantee’s payment to Grantor of $____Corporate Trust Department Requisition Number ___ submitted under Trust Indenture dated as of November 1, 1998, between The Hertford County Industrial Facilities and Pollution Control Financing Authority (which the "Issuer") and PNC Bank, National Association, as Trustee (the "Indenture") with respect to the Issuer's Industrial Development Revenue Bonds (Easco Corporation Project), Series 1998. This requisition is submitted by EASCO CORPORATION (the actual consideration paid or "Company") to be paid PNC BANK, NATIONAL ASSOCIATION (the "Trustee"), pursuant to Section 5.5 of the Indenture, for payment from the Construction Fund established under the Indenture to the persons, in the amounts and for the within conveyance), and costs set forth below. Reference is made to the Indenture for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements on the Land, all land lying outside the boundaries definitions of the Land and within any public street or highway, and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or appurtenant to the Land or improvements (all of which Land, improvements and appurtenances are referred to collectively herein as the “Property”), TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assigns, in fee simplecapitalized terms used herein. GRANTOR covenants that Grantor (a) will warrant specially the title The undersigned hereby granted, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledge, and (b) will give all further assurances thereof which may be requisite.certifies:

Appears in 1 contract

Samples: Loan Agreement (Easco Inc /De/)

IN TESTIMONY WHEREOF. Grantor, on the undersigned has caused this instrument to be executed by its sole general partner and its seal affixed as of this the day and year first hereinabove above written. ROBERTS PROPERTIES RESIDENTIAL, has caused these presents L.P., a Georgia limited partnership authorized to do business in North Carolina as Roberts Properties Residential, Xxxxxxd Partnership By: Roberts Realty Investors, Inc., a Georgia corporation, sole general partner By: /s/ Charles R. Elliott ------------------------------------- Charles R. Elliott, Secretary and Xxxxxxxxr STATE OF GEORGIA ) FULTON COUNTY ) I, the undersigned, a Notary Public, xx xxxeby certify that Charles R. Elliott personally appeared before me this day and who bxxxx xx xx xxxxx xuly sworn, acknowledged the due execution of the foregoing instrument as Secretary and Treasurer of Roberts Realty Investors, Inc., the sole general partner of Roberts Xxxxxxties Residential, L.P., a Georgia limited partnership xxxxxxized to do business in North Carolina as Roberts Properties Residential, Limited Partnership, and that the fxxxxxxxg instrument was signed and sealed by him, on behalf of said corporation all by authority duly given and additionally, he acknowledged the foregoing instrument to be executed by the act and deed of the corporation, acting in its managing membercapacity as sole general partner of said limited partnership. WITNESSWitness my hand and notarial seal this 19th day of February, 2002. /s/ Abigail M. Carmichael ----------------------------------------- Notary Public AFFIX SEAL [SEAL] My commission expires: _________________________________ SELLER: _____________________________________June 17, a ______________________________ By: ________________________ Name: Title: EXHIBIT 2005 Exhibit A to DEED [Property Legal Description] EXHIBIT B The land, referred to DEED Permitted Exceptions Form in this Commitment is located in Mecklenburg County, State of Special Warranty Deed - Maryland SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made on _____________________, 2019 between _______________________________________, a Delaware limited partnership (“Grantor”)North Carolina, and ______________(“Grantee”), WITNESSES THAT IN CONSIDERATION more particularly described as follows: Being all of Grantee’s payment to Grantor of $_______ (which is the actual consideration paid or to be paid for the within conveyance), and for other good and valuable consideration, the receipt and adequacy of which Grantor hereby acknowledges, Grantor hereby grants and conveys to Grantee and its successors and assigns, in fee simple, the parcel of land (“Land”) in Xxxxxxxxxx County, Maryland which is described in Exhibit A hereto, together with all improvements 23.757 acre tract designated as Parcel E on the Landplat recorded in Map Book 29, all land lying outside the boundaries Page 305 of the Land Mecklenburg County Public Registry. TOGETHER WITH a non-exclusive right, title and within any public street or highway, interest in and all rights, alleys, ways, waters, privileges, appurtenances and advantages belonging or to the easements appurtenant to the Land or improvements (all of which Landabove described tract described in that certain Reciprocal Easement Agreement dated June 22, improvements 1998 among Bissell Ballantyne, LLC, CMH-DWH Ballantyne, LLC, MRI Ballantyne Limited Partnership and appurtenances are referred to collectively herein as the “Property”)Roberts Properties Residential, TO HAVE AND TO HOLD the Property to the use and benefit of Grantee and its successors and assignsL.P., recorded in fee simple. GRANTOR covenants that Grantor (a) will warrant specially the title hereby grantedBook 9747, subject to all documents and matters of record or (if not of record) of which Grantee has actual knowledgePage 800, and (b) will give all further assurances thereof which may be requisiteXxxklenburg County Registry.

Appears in 1 contract

Samples: Roberts Realty Investors Inc

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