Option Properties. At Closing Time, the agreements pursuant to which the Operating Partnership will have the option and/or right of first refusal to purchase certain properties (or interests therein) listed on Schedule D annexed hereto that are not being acquired by the Operating Partnership pursuant to the Formation Transactions, will have been duly and validly authorized, executed and delivered by the parties thereto and will be valid and binding agreements, enforceable in accordance with their terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and to general equitable principles.

Option Properties. Pursuant to the Option Agreements, Seller holds options to purchase the Option Property, described on Exhibit C, which exhibit is incorporated herein by reference, and all improvements, fixtures, Personal Property, Intangible Property rights and appurtenant rights and interests located on, affixed to, or used in connection therewith (each a “Purchase Option”).

Option Properties. 8.1 At the Closing, each of the owner(s) of certain option properties set forth in SCHEDULE 8.1 (the "OPTION PROPERTIES") and CRLP or its designee shall enter into an agreement (the "OPTION AGREEMENT") in recordable form, which form shall include without limitation, a right of inspection provision similar to Section 3.1(d) with the due diligence period to be agreed upon by the parties, and all the applicable representations and warranties set forth in Section 5 of this Agreement and which form shall be mutually agreed upon by the parties hereto. An Option Agreement shall be recorded against each of the Option Properties at Closing in the county land records in which such Option Properties are located.

Option Properties. Prepare complete presentation packages on each option property owned by Xxxxxx X. Xxxxxxx III, including 1733 Ocean, Western Asset Plaza, Water's Edge, as well as Solana. Consultant will organize the process for consideration of the acquisition of each of these properties by the Board of Directors of the Company in a thorough manner, and this task shall be completed upon doing so. It is agreed that Consultant's completion of this task is not dependent on the Board's final approval of the acquisition of any or all of the option properties.

Option Properties. 8.1 At the Closing, CRLP shall loan to the record owner(s) of the Option Properties the sum of Eleven Million Six Hundred Thousand ($11,600,000) Dollars (the "Option Loan"), which Option Loan shall be on terms and conditions set forth in, and evidenced by, a note and shall be secured by, among other things, a cross-collateralized and cross-defaulted mortgage (the "Option Mortgage") together with note and mortgage modification, consolidation and spreader agreements to preserve the existing liens encumbering the Option Properties, title to which shall be subject to the encumbrances set forth in Section 4.1(a) through (k) and on Schedule 8.1-a annexed hereto, a joint and several guaranty given by M. Berger, Weinberg, X. Xxxxxx and Xxxxx (the "Personal Option Guaranty"), UCC-1 financing statements, assignments of leases and rents, environmental indemnity and such other documents as are reasonably required by CRLP which are consistent with documents normally required by prudent lenders. All of the documents set forth in this Section 8.1 other than the environmental indemnity shall be substantially in the form of Exhibit 8.1-b. Notwithstanding the foregoing, in the event legal title to 200 remains with the Yonkers Industrial Development Authority ("YIDA"), then the documents will be modified (a) to maintain the non-recourse nature of the Option Loan to YIDA's interest in 200, (b) to provide that a default with respect to 200 will constitute a default with respect to Skyline but that a default with respect to Skyline will not constitute a default with respect to 200 and (c) the mortgage to be recorded against 200 shall be in the amount of $4,600,000 and the mortgage to be recorded against Skyline shall be in the amount of $7,000,000. In addition, the environmental indemnity shall be as reasonably agreed to by the parties.

Option Properties. 4.1 Samedan shall have the right to participate in the initial exploratory wells ("Option Wells") that McMoRan proposxx xn cerxxxx of those properties and prospects that are covered by the Shell/McMoRan Asset Purchase Agreement (dated effective December 1, 1999) and the Texaco/McMoRan Exploration Agreement (dated effective January 1, 2000) (collectively, the "Option Prospects"). The Option Prospects are described further on Exhibit E. The Parties recognize that McMoRan may not be the operator of certain of the Option Prospects and, further, that there may be parties other than McMoRan having the right to propose an Option Well on certain Option Prospects. In those situations where McMoRan proposes an Option Well, then McMoRan shall issue a written proposal to participate in the Option Well (the "Option Well Proposal") to Samedan. Similarly, in the event that a working interest owner of any Option Prospect (other than McMoRan) proposes an Option Well in which McMoRan elects to participate, then McMoRan shall issue Samedan an Option Well Proposal. In either case, Samedan shall advise McMoRan, in writing, of its election to participate in the Option Well within 10 days from the date it receives the Option Well Proposal (or within two business days if there is a rig on location or if a lease covering the Option Prospect is scheduled to expire in less than fifteen business days from the date Samedan receives the Option Well Proposal). Within 30 days from the date it receives Samedan's written election to participate in the Option Well, McMoRan shall assign Samedan a twenty-five percent (25%) of 8/8ths working interest in the Option Prospect (subject to reduction for any back-in rights pursuant to the aforementioned Texaco/McMoRan Exploration Agreement or other back-in rights pursuant to any farmin or other similar type agreements); provided, however, that in no event shall McMoRan be required to assign Samedan an interest that exceeds 25/65ths of the interest that McMoRan acquires in the Option Prospect prior to any such reversions (the "Option Assignment"). (Except, however, in the event McMoRan has not, as of the time McMoRan receives Samedan's election, received an assignment of all of the interest in the Option Prospect to which it is entitled, McMoRan shall make the Option Assignment to Samedan within 30 days from the date that McMoRan receives its assignment(s).) Any Option Assignment shall be subject to any and all burdens, encumbrances, contracts, and o...

Related to Option Properties

Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).
Property or Properties As the context requires, any, or all, respectively, of the Real Property acquired by the Company, either directly or indirectly (whether through joint venture arrangements or other partnership or investment interests).
Leasehold Properties In relation to those Properties which are leasehold:
Real Property Interests Except for leasehold interests disclosed on Schedule 3.20, and except for the ownership or other interests set forth on Schedule 3.20, no Credit Party has, as of the Closing Date, any ownership, leasehold or other interest in real property. Schedule 3.20 sets forth, with respect to each parcel of real estate owned by any Credit Party as of the Closing Date, the address and legal description of such parcel.
Other Properties If any Imposition shall be levied, charged, filed, assessed, or imposed upon or against the Leased Property, and if such Imposition shall also be a levy, charge, assessment, or imposition upon or for any other real or personal property that does not constitute a part of the Leased Property, then the computation of the amounts to be deposited under this Section 4.6 shall be based upon the entire amount of such Imposition and the Lessee shall not have the right to apportion any deposit with respect to such Imposition.
Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens (including, without limitation, liens for Taxes), encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.
Leased Properties Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.
Owned Properties The Company does not own any real property.
The Properties 3.1 All of the Properties are in England, Wales or Scotland.
Oil and Gas Properties The Borrower will and will cause each Subsidiary to, at its own expense, do or cause to be done all things reasonably necessary to preserve and keep in good repair, working order and efficiency all of its Oil and Gas Properties and other material Properties including, without limitation, all equipment, machinery and facilities, and from time to time will make all the reasonably necessary repairs, renewals and replacements so that at all times the state and condition of its Oil and Gas Properties and other material Properties will be fully preserved and maintained, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts. The Borrower will and will cause each Subsidiary to promptly: (i) pay and discharge, or make reasonable and customary efforts to cause to be paid and discharged, all delay rentals, royalties, expenses and indebtedness accruing under the leases or other agreements affecting or pertaining to its Oil and Gas Properties, (ii) perform or make reasonable and customary efforts to cause to be performed, in accordance with industry standards, the obligations required by each and all of the assignments, deeds, leases, sub-leases, contracts and agreements affecting its interests in its Oil and Gas Properties and other material Properties, (iii) cause each Subsidiary to do all other things necessary to keep unimpaired, except for Liens described in Section 9.02, its rights with respect to its Oil and Gas Properties and other material Properties and prevent any forfeiture thereof or a default thereunder, except to the extent a portion of such Properties is no longer capable of producing Hydrocarbons in economically reasonable amounts and except for dispositions permitted by Sections 9.16 and 9.17. The Borrower will and will cause each Subsidiary to operate its Oil and Gas Properties and other material Properties or cause or make reasonable and customary efforts to cause such Oil and Gas Properties and other material Properties to be operated in a safe, careful, and efficient manner in accordance with the practices of the industry and in compliance with all applicable contracts and agreements and in compliance in all material respects with all Governmental Requirements, including the Environmental Laws.

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