Industrial District Agreement Sample Clauses

Industrial District Agreement. Seller has disclosed that the Property is subject to a certain Industrial District Agreement dated as of August 6, 2012, a copy of which is recorded under Xxxxxx County Clerk's File No. 20120370601 in the Real Property Records of Xxxxxx County, Texas, insofar as it relates to the Property (the ''Industrial District Agreement").
Sample 1
AutoNDA by SimpleDocs
Industrial District Agreement. At Closing, the parties will indemnify each other for certain liabilities under the Industrial District Agreement as provided in the Indemnity Agreement. After Closing, Seller and Purchaser will cooperate with each other and will use good faith commercially reasonable efforts to obtain a partial Assignment and Assumption Agreement with respect to the Industrial District Agreement which is approved by the City of Houston and on the form prescribed by the Industrial District Agreement relating only to the Property, and to attempt to have the City of Houston agree not to charge payments in lieu of tax under the Industrial District Agreement with respect to portions of the Property that are already located within and being taxed by the City of Pasadena, Texas. Seller does not warrant or represent that such partial assignment or amendment of the Industrial District Agreement can be obtained but Seller and Purchaser will cooperate in all reasonable respects (including execution of disclosure and similar documentation as required by the City) in the effort of either party to obtain such approvals; provided that neither party shall be required to incur any out of pocket expense (except its own outside counsel attorney's fees as it deems necessary) in pursuing such assignment, assumption and/or amendment of the Industrial District Agreement. The covenants and obligations of the parties contained in this Section shall survive Closing, but the covenant of cooperation shall continue only for a period ending on the earlier date of two years after Closing or the date that the aforesaid assignment and assumption is completed (or the date on which Purchaser enters into its own industrial district agreement with the City of Houston if sooner); provided, however, that if Purchaser's continuing efforts (for up to the balance of the aforesaid 2 year cooperation period) to obtain the amendment referenced above after the assignment and assumption is completed, then Seller's cooperation will continue during the balance of said 2 year period while Purchaser's efforts continue, to the extent necessary in connection with any amendment of the Industrial District Agreement.
Sample 1
Industrial District Agreement. The Parties acknowledge that an approximately 12.266 acre and 4.7975 acre portion of the Property is subject to an Industrial District Agreement dated June 1, 2012 that is recorded under Clerk’s File No. 20120370601 of the Official Real Property Records of Harris County, Texas, as amended and assigned by an Assignment and Assumption Agreement (Partial) & Partial Release dated October 26, 2023 that is recorded under Clerk’s File No. 2023412767 of the Official Real Property Records of Harris County, Texas (as amended and assigned, the “Industrial District Agreement”). Seller shall assign its rights to the Industrial District Agreement at Closing to Purchaser and the parties shall use commercially reasonable efforts to get the City of Houston (the “City”) to consent to the assignment of Seller’s rights to the Industrial District Agreement prior to the Closing Date. ​
Sample 1
Industrial District Agreement. The Parties acknowledge that an approximately 12.266 acre and 4.7975 acre portion of the Property is subject to an Industrial District Agreement dated August 6, 2012 that is recorded under Clerk’s File No. 20120370601 of the Official Real Property Records of Harris County, Texas, as amended and assigned by an Assignment and Assumption Agreement (Partial) & Partial Release dated October , 2023 that is recorded under Clerk’s File No. 2023410569 of the Official Real Property Records of Harris County, Texas (as amended and assigned, the “Industrial District Agreement”). The Parties shall use commercially reasonable efforts to get the City of Houston (the “City”) to consent to the assignment of Seller’s rights to the Industrial District Agreement at least thirty (30) days prior to the Closing Date. In the event the City has not granted such unconditional approval to Seller and Purchaser prior to such date, the Parties shall use commercially efforts to obtain the consent to assignment from the City within 90 days after the Closing Date as a post-closing obligation.
Sample 1
Industrial District Agreement. The parties acknowledge that the Industrial District Agreement was never partially assigned to and assumed by Seller. According to discussions between Seller and the City of Houston, it is Seller’s general understanding that the City only considers a small part of the Real Property (approximately per Exhibit F attached hereto and incorporated herein by this reference) to be included in the Industrial District Agreement because the City indicated that the Industrial District area for the Houston Ship Channel is established as being all lands within a set distance from the centerline of the Ship Channel. Seller will use commercially reasonable efforts to confirm within ninety (90) days following the Effective Date the status of the Industrial District Agreement, including whether the above land area is the only portion subject thereto (which according to Seller’s oral conversations with HCAD is currently being honored in any event) or all of the Real Property is subject to the Industrial District Agreement pursuant to the legal description included therein, the partial assignability of the Industrial District Agreement to Seller from its predecessor(s) in title, the partial assignability of the Industrial District Agreement from Seller to Purchaser and any consent of the City Finance Director to any such assignment as provided in the Industrial District Agreement, with Purchaser reasonably cooperating therewith. Through the date of Closing and for a period of up to one year thereafter (this provision being agreed to survive Closing for that period), Seller and Purchaser agree to work together in good faith to enter into agreements with the City to have the Industrial District Agreement (i) released as to all parts of LAND SALE CONTRACT-341.3 ACRES IN HARRIS COUNTY, TX-XXXXX SPOILS TRACTS (EAST & WEST XXXXX PLACEMENT AREAS LLC & EQUITY RESOURCE PARTNERS-EAST WEST, LLC) ​ the Property not affected thereby, (ii) put in Seller’s name (if prior to Closing) or Purchaser’s name as to the portion of the Property not released therefrom, and (iii) consented to by the City for transfer from Seller to Purchaser (if put in Seller’s name prior to Closing), in forms reasonably acceptable to Seller and Purchaser. Notwithstanding the foregoing, Purchaser hereby agrees to indemnify Seller for any obligations arising out of the Industrial District Agreement attributable to the Real Property for periods on or after Closing (subject to Seller’s indemnity below) and Seller agrees...
Sample 1

Related to Industrial District Agreement

  • SCHOOL DISTRICT RIGHTS Section 1. Inherent Managerial Rights 2 Section 2. Management Responsibilities 2 Section 3. Effect of Laws, Rules and Regulations 2 Section 4. Reservation of Managerial Rights 2

  • District Approval The work completed herein must meet the approval of the District and shall be subject to the District’s general right of inspection and supervision to secure the satisfactory completion thereof.

  • DISTRICT RIGHTS 4.1 It is understood and agreed that the District retains all of its powers and authority to direct, manage and control to the full extent of the law. Included in, but not limited to, those duties and powers are the exclusive right to: determine its organization; direct the work of its employees; determine the times and hours of operation; determine the kinds and levels of service to be provided, and the methods and means of providing them; establish its educational policies, goals and objectives; insure the rights and educational opportunities of students; determine staffing patterns; determine the number and kinds of personnel required; maintain the efficiency of District operation; determine the curriculum; build, move or modify facilities; establish budget procedures and determine budgetary allocation; determine the methods of raising revenue; contract out work as legally allowed under the Education and Government Codes; and take action on any matter in the event of an emergency. In addition, the District retains the right to hire, assign, evaluate, promote, layoff, terminate and discipline employees. 4.2 The exercise of the foregoing powers, rights, authority, duties and responsibilities by the District, the adoption of policies, rules, regulations and practices in furtherance thereof, and the use of judgment and discretion in connection therewith, shall be limited only by the specific and express terms of this Agreement, and then only to the extent such specific and express terms are in conformance with law. 4.3 The District retains its right to amend, modify or suspend policies and practices covered in this Agreement in emergency circumstances. Examples of emergency circumstances are physical catastrophe and acts of nature. Such changes, if any, will remain in effect only for the duration of the emergency. All grievance time lines expressly set forth in the Agreement will be held in abeyance while the contract is suspended. 4.4 The exercise of any right reserved to the District herein in a particular manner or the non- exercise of any such right shall not be deemed a waiver of the District's right or preclude the District from exercising their rights. 4.5 Any dispute arising out of or in any way connected with either the existence of or the exercise of any of the above described rights of the District is not subject to the grievance provisions set forth in this Agreement unless such dispute is otherwise grievable under another Article of the Agreement.

  • Real Property Holding Company The Company is not a real property holding company within the meaning of Section 897 of the Code.

  • District Contribution Effective January 1, 2019:

  • Joint Funded Project with the Ohio Department of Transportation In the event that the Recipient does not have contracting authority over project engineering, construction, or right-of-way, the Recipient and the OPWC hereby assign certain responsibilities to the Ohio Department of Transportation, an authorized representative of the State of Ohio. Notwithstanding Sections 4, 6(a), 6(b), 6(c), and 7 of the Project Agreement, Recipient hereby acknowledges that upon notification by the Ohio Department of Transportation, all payments for eligible project costs will be disbursed by the Grantor directly to the Ohio Department of Transportation. A Memorandum of Funds issued by the Ohio Department of Transportation shall be used to certify the estimated project costs. Upon receipt of a Memorandum of Funds from the Ohio Department of Transportation, the OPWC shall transfer funds directly to the Ohio Department of Transportation via an Intra- State Transfer Voucher. The amount or amounts transferred shall be determined by applying the Participation Percentages defined in Appendix D to those eligible project costs within the Memorandum of Funds. In the event that the Project Scope is for right-of-way only, notwithstanding Appendix D, the OPWC shall pay for 100% of the right-of-way costs not to exceed the total financial assistance provided in Appendix C.

  • Investment Company; Public Utility Holding Company Neither the Company nor any Subsidiary is an "investment company" or a company "controlled" by an "investment company" within the meaning of the Investment Company Act of 1940, as amended, or a "public utility holding company" within the meaning of the Public Utility Holding Company Act of 1935, as amended.

  • Normal Commercial Relations Anything contained in this Indenture to the contrary notwithstanding, the Loan Trustee, any Noteholder or any other party to any of the Operative Documents or the Pass Through Documents or any of their affiliates may conduct any banking or other financial transactions, and have banking or other commercial relationships, with the Company, fully to the same extent as if this Indenture were not in effect, including without limitation the making of loans or other extensions of credit to the Company for any purpose whatsoever, whether related to any of the transactions contemplated hereby or otherwise.

  • Authority of General Partner The General Partner shall have sole authority to manage the business and affairs of the Partnership, which authority shall be delegated as provided in this Agreement. Subject to the limitations in this Agreement, the General Partner shall have the authority to take any action it deems to be necessary or appropriate in connection with the business and affairs of the Partnership, including without limitation the power and authority to: 8.1.1 acquire by purchase, lease, or otherwise, any real or personal property, tangible or intangible and to deal with, purchase, sell, mortgage, transfer, assign or otherwise dispose of any and all of the assets of the Partnership; 8.1.2 construct, operate, maintain, finance, and improve, and to own, sell, convey, assign, mortgage, or lease any real estate and any personal property; 8.1.3 sell, dispose, trade, or exchange Partnership assets in the ordinary course of the Partnership’s business; 8.1.4 enter into agreements and contracts and to give receipts, releases, and discharges; 8.1.5 purchase liability and other insurance to protect the Partnership’s properties and business; 8.1.6 execute or modify leases with respect to any part or all of the assets of the Partnership; 8.1.7 prepay, in whole or in part, refinance, amend, mod­ify, or extend any mortgages, trust deeds or security agreements which may affect any asset of the Partnership and in connection therewith to exe­cute for and on behalf of the Partnership any extensions, renewals, or modifications of such mortgages, trust deeds or security agreements; 8.1.8 execute any and all other instruments and docu­ments which may be necessary or in the opinion of the General Partner desirable to carry out the intent and purpose of this Agreement, including, but not limited to, documents whose operation and effect extend beyond the term of the Partnership; 8.1.9 make any and all expenditures which the General Partner, in its sole discretion, or in the discretion of the parties to whom the General Partner has delegated the authority to act for the Partnership as provided for above, deems necessary or appropriate in connection with the management of the affairs of the Partnership and the carrying out of its obligations and responsibilities under this Agreement, including, without limitation, all legal, accounting and other related expenses incurred in connection with the organization and financing and operation of the Partnership; 8.1.10 enter into any kind of activity necessary to, in con­nection with, or incidental to, the accomplishment of the purposes of the Partnership; 8.1.11 invest and reinvest Partnership reserves in short-term instruments or money market funds; 8.1.12 take any and all other action which is permitted under law or which is customary or reasonably related to the operation, management or conducting of the business or affairs of the Partnership, subject to the limitations expressly stated in this Agreement; and the enumeration of powers in this Agreement shall not limit the general or implied powers of the General Partner or any additional powers provided by law; 8.1.13 take any and all action required to guarantee the indebtedness of Xxxxxxx Xxxx, Inc and/or its subsidiaries; and 8.1.14 delegate any or all of its authority and powers as manager of the Partnership to the Management Committee.

  • School District For purposes of administering this Agreement, the term "School District" shall mean the School Board or its designated representative.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!