Common use of Real Property Interests Clause in Contracts

Real Property Interests. (a) The Real Property constitutes in all material respects all real property interests, including all leases, used to any extent in the operation of the Station's transmitter site in the manner in which it is now operated. Seller does not owe any money to any architect, contractor, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection with the Real Property within the past four months which shall not be paid in full on or before the Closing Date. To Seller's knowledge, Seller's present use of the Real Property is in compliance with all applicable zoning codes in effect as of the date hereof, and Seller has not received any notices of uncorrected violations of the applicable housing, building, safety or fire ordinances. The Real Property is served by electricity and water in capacities adequate for the present use of the Real Property and improvements thereon. Seller has not made any other agreement for the sale or lease of, or given any other person an option to purchase or lease or a right of first refusal to purchase or lease, all or any part of the Real Property, and Seller has not subjected the Real Property to any Liens not of record. Seller has, or at the Closing will have, title to the Owned Real Property free and clear of all Liens. (b) Seller has delivered to Buyer a true and complete copy of the Real Property Lease. The Real Property Lease is legally valid, binding and enforceable by Seller in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Seller has complied in all material respects with the Real Property Lease. Neither Seller nor, to Seller's knowledge, any other party is in material default under the Real Property Lease as of the date hereof. Seller has full legal power and authority to assign its rights under the Real Property Lease to Buyer in accordance with this Agreement, and such assignment does not require the consent of any third party or affect the validity, enforceability and continuity of the Real Property Lease. Seller holds a valid leasehold interest under the Real Property Lease, free and clear of all Liens, excluding Liens not created by Seller which affect the underlying fee interest of the leased real property under the Real Property Lease and Liens not objected to by Buyer pursuant to Section 6.7(c) of this Agreement. For so long as Seller fulfills its obligations under the Real Property Lease, Seller has enforceable rights to quiet enjoyment under such Real Property Lease.

Real Property Interests. (a) The Real Property constitutes Owner has provided, or upon execution of this Agreement shall promptly provide to the DeveloperDB Contractor, documentation acceptable to TxDOT indicating any right, title or interest in all material respects all real property interests, including all leases, used claimed by the Owner with respect to any extent the Owner Utilities in the operation their existing location(s). Such claims are subject to TxDOT’s approval as part of its review of the Station's transmitter site DeveloperDB Contractor Utility Assembly as described in the manner in which it is now operatedParagraph 2. Seller does not owe any money Claims approved by TxDOT as to any architect, contractor, subcontractor rights or materialman for labor or materials performed, rendered or supplied interests are referred to or in connection with the Real Property within the past four months which shall not be paid in full on or before the Closing Date. To Seller's knowledge, Seller's present use of the Real Property is in compliance with all applicable zoning codes in effect herein as of the date hereof, and Seller has not received any notices of uncorrected violations of the applicable housing, building, safety or fire ordinances. The Real Property is served by electricity and water in capacities adequate for the present use of the Real Property and improvements thereon. Seller has not made any other agreement for the sale or lease of, or given any other person an option to purchase or lease or a right of first refusal to purchase or lease, all or any part of the Real Property, and Seller has not subjected the Real Property to any Liens not of record. Seller has, or at the Closing will have, title to the Owned Real Property free and clear of all Liens“Existing Interests”. (b) Seller has delivered to Buyer a true and complete copy If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Real Property LeaseAdjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Real Property Lease is legally valid, binding and enforceable by Seller Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the DeveloperDB Contractor’s Project schedules. The DeveloperDB Contractor shall be responsible for its terms, except share (as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Seller has complied specified in all material respects with the Real Property Lease. Neither Seller nor, to Seller's knowledge, any other party is in material default under the Real Property Lease as Paragraph 4) of the date hereofactual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 15(c), and subject to the provisions of Paragraph 15(e); provided, however, that all acquisition costs shall be subject to the DeveloperDB Contractor’s prior written approval. Seller has full legal power Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and authority to assign its rights under the Real Property Lease to Buyer invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with this Agreementapplicable law. (c) The DeveloperDB Contractor shall pay its share only for a replacement in kind of an Existing Interest (e.g., in width and type), unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the DeveloperDB Contractor in the interest of overall Project economy. Any New Interest which is not the DeveloperDB Contractor’s responsibility pursuant to the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the DeveloperDB Contractor shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the DeveloperDB Contractor shall reimburse the Owner for the DeveloperDB Contractor’s share of the Owner’s actual and reasonable acquisition costs in accordance with Paragraph 15(b), subject to Paragraph 15(c); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the DeveloperDB Contractor shall compensate the Owner for the DeveloperDB Contractor’s share of the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the DeveloperDB Contractor and supported by a written valuation. The compensation provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the DeveloperDB Contractor or TxDOT on account of such assignment does not require the consent Existing Interest or New Interest(s). (f) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of any third party or affect the validity, enforceability and continuity its review of the Real Property Lease. Seller holds a valid leasehold interest under the Real Property Lease, free and clear of all Liens, excluding Liens not created by Seller which affect the underlying fee interest of the leased real property under the Real Property Lease and Liens not objected to by Buyer pursuant to Section 6.7(c) of this Agreement. For so long Utility Assembly as Seller fulfills its obligations under the Real Property Lease, Seller has enforceable rights to quiet enjoyment under such Real Property Leasedescribed in Paragraph 2.

Real Property Interests. (a) The Real Property constitutes A. If the Owner’s Utilities are currently located on/in all material respects all a real property interestsinterest (fee, including all leaseseasement) owned by the Owner, used as evidenced by documentary proof of such interest provided by the Owner and Approved by CDOT, and if CDOT “takes” that interest for the Project, CDOT will do one of the following (in CDOT’s sole discretion) to any extent compensate the Owner for that taking: (1) CDOT may pay just compensation to acquire that interest, but only if, Owner’s utilities affected by such interest can be relocated; or (2) When feasible, CDOT may acquire a replacement easement for the Relocation of the Owner’s Utility and CDOT may condemn that replacement easement when it determines that is necessary. CDOT will attempt to purchase necessary utility easements, except for Parcel Nos. UE-126, UE-135, UE-137, UE-303 and UE-304, in the operation form of the Station's transmitter site “Utility Easement” attached hereto as Exhibit N. Despite anything to the contrary, if CDOT is “taking” an easement for which Owner has a recorded easement detailing interests that are greater than described in Exhibit N, CDOT shall pay just compensation to Owner for any diminution of Owner’s interest. The Owner shall quitclaim to CDOT that portion of the manner in easement that is replaced or extinguished; or (3) If the Owner’s Utility will be overtaken in-place and it need not be relocated, CDOT may execute a common-use agreement or a CDOT Utility Permit with the Owner which it is now operated. Seller expressly recognizes that the Owner’s existing real property interest shall continue to apply to the Utility after completion of Project construction; or If CDOT does not owe any money to any architectpay just compensation or acquire a replacement interest for a relocated Utility or execute a common-use agreement for a Utility overtaken in place, contractoras described above, subcontractor or materialman for labor or materials performed, rendered or supplied to or in connection CDOT and the Owner will comply with the Real Property within the past four months which provisions of § 43-1-1411(5), CRS. B. The Owner shall not be paid required to abandon its Utility and vacate its property interest until the relocated Utility is fully operational in full on or before the Closing Date. To Seller's knowledge, Seller's present use of the Real Property is in compliance with all applicable zoning codes in effect as of the date hereof, and Seller has not received any notices of uncorrected violations of the applicable housing, building, safety or fire ordinances. The Real Property is served by electricity and water in capacities adequate for the present use of the Real Property and improvements thereon. Seller has not made any other agreement for the sale or lease of, or given any other person an option to purchase or lease or a right of first refusal to purchase or lease, all or any part of the Real Property, and Seller has not subjected the Real Property to any Liens not of record. Seller has, or at the Closing will have, title to the Owned Real Property free and clear of all Liensnew location. (b) Seller C. For each Work Order, the Owner shall have the burden of proof to demonstrate that it has delivered rights to Buyer a true and complete copy of the Real Property Lease. The Real Property Lease is legally valid, binding and enforceable by Seller in accordance with its terms, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Seller has complied in all material respects with the Real Property Lease. Neither Seller nor, to Seller's knowledge, any other party is in material default under the Real Property Lease as of the date hereof. Seller has full legal power and authority to assign its rights under the Real Property Lease to Buyer in accordance with this Agreement, and such assignment does not require the consent of any third party or affect the validity, enforceability and continuity of the Real Property Lease. Seller holds a valid leasehold interest under the Real Property Lease, free and clear of all Liens, excluding Liens not created by Seller which affect the underlying fee interest of the leased an existing compensable real property under the Real Property Lease and Liens not objected to by Buyer pursuant to Section 6.7(c) of this Agreement. For so long as Seller fulfills its obligations under the Real Property Leaseinterest, Seller has enforceable rights to quiet enjoyment under such Real Property Leasewhen applicable.

Real Property Interests. (a) The Real Property constitutes Owner has provided, or upon execution of this Agreement shall promptly provide to the DeveloperDB Contractor, documentation acceptable to TxDOT indicating any right, title or interest in all material respects all real property interests, including all leases, used claimed by the Owner with respect to any extent the Owner Utilities in the operation their existing location(s). Such claims are subject to TxDOT’s approval as part of its review of the Station's transmitter site DeveloperDB Contractor’s Utility Assembly as described in the manner in which it is now operatedParagraph 2. Seller does not owe any money Claims approved by TxDOT as to any architect, contractor, subcontractor rights or materialman for labor or materials performed, rendered or supplied interests are referred to or in connection with the Real Property within the past four months which shall not be paid in full on or before the Closing Date. To Seller's knowledge, Seller's present use of the Real Property is in compliance with all applicable zoning codes in effect herein as of the date hereof, and Seller has not received any notices of uncorrected violations of the applicable housing, building, safety or fire ordinances. The Real Property is served by electricity and water in capacities adequate for the present use of the Real Property and improvements thereon. Seller has not made any other agreement for the sale or lease of, or given any other person an option to purchase or lease or a right of first refusal to purchase or lease, all or any part of the Real Property, and Seller has not subjected the Real Property to any Liens not of record. Seller has, or at the Closing will have, title to the Owned Real Property free and clear of all Liens“Existing Interests”. (b) Seller has delivered to Buyer a true and complete copy If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Real Property LeaseAdjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Real Property Lease is legally valid, binding and enforceable by Seller Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the DeveloperDB Contractor’s Project schedules. The DeveloperDB Contractor shall be responsible for its termsshare (if any, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Seller has complied specified in all material respects with the Real Property Lease. Neither Seller nor, to Seller's knowledge, any other party is in material default under the Real Property Lease as Paragraph 6) of the date hereofactual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the DeveloperDB Contractor’s prior written approval. Seller has full legal power Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and authority to assign its rights under the Real Property Lease to Buyer invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with this Agreementapplicable law. (c) The DeveloperDB Contractor shall pay its share only for a replacement in kind of an Existing Interest (e.g., in width and type), unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the DeveloperDB Contractor in the interest of overall Project economy. Any New Interest which is not the DeveloperDB Contractor’s cost responsibility pursuant to the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the DeveloperDB Contractor shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the DeveloperDB Contractor shall reimburse the Owner for the DeveloperDB Contractor’s share of the Owner’s actual and reasonable acquisition costs in accordance with Paragraph 16(b) and subject to Paragraph 16(c); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the DeveloperDB Contractor shall compensate the Owner for the DeveloperDB Contractor’s share of the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the DeveloperDB Contractor and supported by a written valuation. The compensation, if any, provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest and any New Interest, and no further compensation shall be due to the Owner from the DeveloperDB Contractor or TxDOT on account of such assignment does not require the consent Existing Interest or New Interest(s). (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjustment where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of any third party or affect the validity, enforceability and continuity its review of the Real Property Lease. Seller holds a valid leasehold interest under the Real Property Lease, free and clear of all Liens, excluding Liens not created by Seller which affect the underlying fee interest of the leased real property under the Real Property Lease and Liens not objected to by Buyer pursuant to Section 6.7(c) of this Agreement. For so long Utility Assembly as Seller fulfills its obligations under the Real Property Lease, Seller has enforceable rights to quiet enjoyment under such Real Property Leasedescribed in Paragraph 2.

Real Property Interests. (a) The Real Property constitutes Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to TxDOT indicating any right, title or interest in all material respects all real property interests, including all leases, used claimed by the Owner with respect to any extent the Owner Utilities in the operation their existing location(s). Such claims are subject to TxDOT’s approval as part of its review of the Station's transmitter site Developer’s Utility Assembly as described in the manner in which it is now operatedParagraph 2. Seller does not owe any money Claims approved by TxDOT as to any architect, contractor, subcontractor rights or materialman for labor or materials performed, rendered or supplied interests are referred to or in connection with the Real herein as “Existing Utility Property within the past four months which shall not be paid in full on or before the Closing Date. To Seller's knowledge, Seller's present use of the Real Property is in compliance with all applicable zoning codes in effect as of the date hereof, and Seller has not received any notices of uncorrected violations of the applicable housing, building, safety or fire ordinances. The Real Property is served by electricity and water in capacities adequate for the present use of the Real Property and improvements thereon. Seller has not made any other agreement for the sale or lease of, or given any other person an option to purchase or lease or a right of first refusal to purchase or lease, all or any part of the Real Property, and Seller has not subjected the Real Property to any Liens not of record. Seller has, or at the Closing will have, title to the Owned Real Property free and clear of all LiensInterests”. (b) Seller has delivered to Buyer a true and complete copy If acquisition of any new easement or other interest in real property (“Replacement Utility Property Interest”) is necessary for the Real Property LeaseAdjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Real Property Lease is legally valid, binding and enforceable by Seller Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer’s Project schedules. The Developer shall be responsible for its termsshare (if any, except as may be limited by applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally or the availability of equitable remedies. Seller has complied specified in all material respects with the Real Property Lease. Neither Seller nor, to Seller's knowledge, any other party is in material default under the Real Property Lease as Paragraph 6) of the date hereofactual and reasonable acquisition costs of any such Replacement Utility Property Interest (including without limitation the Owner’s reasonable overhead charges and reasonable legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the Developer’s prior written approval. Seller has full legal power Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and authority to assign its rights under the Real invoices. Any such Replacement Utility Property Lease to Buyer Interest shall have a written valuation and shall be acquired in accordance with this Agreementapplicable Law. (c) The Developer shall pay its share only for a replacement in kind of an Existing Utility Property Interest (e.g., in width and type), unless a Replacement Utility Property Interest exceeding such standard: (i) Is required in order to accommodate the Project or by compliance with applicable Law; or (ii) Is called for by the Developer in the interest of overall Project economy. Any Replacement Utility Property Interest which is not the Developer’s cost responsibility pursuant to the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Utility Property Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Utility Property Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Utility Property Interest located within the Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Utility Property Interest to TxDOT, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Utility Property Interest. All quitclaim deeds or other relinquishment documents shall be subject to TxDOT's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each Existing Utility Property Interest relinquished by the Owner, the Developer shall do one (1) of the following to compensate the Owner for such Existing Utility Property Interest, as appropriate: (i) If the Owner acquires a Replacement Utility Property Interest for the affected Owner Utility, the Developer shall reimburse the Owner for the Developer’s share of the Owner’s actual and reasonable acquisition costs in accordance with Paragraph 16(b) and subject to Paragraph 16(c); or (ii) If the Owner does not acquire a Replacement Utility Property Interest for the affected Owner Utility, the Developer shall compensate the Owner for the Developer’s share of the market value of such relinquished Existing Utility Property Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation, if any, provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Utility Property Interest and any Replacement Utility Property Interest, and no further compensation shall be due to the Owner from the Developer or TxDOT on account of such assignment does not require the consent Existing Utility Property Interest or Replacement Utility Property Interest. (e) All Utility Joint Use Acknowledgments (UJUA) or Utility Installation Requests (UIR), Form 1082 shall be subject to TxDOT approval as part of any third party or affect the validity, enforceability and continuity its review of the Real Utility Assembly as described in Paragraph 2. A Utility Joint Use Acknowledgment is required where an Existing Utility Property Lease. Seller holds a valid leasehold interest under Interest exists and the Real Property Lease, free and clear of all Liens, excluding Liens not created by Seller which affect existing or proposed Utility will remain or be adjusted within the underlying fee interest boundaries of the leased real property under the Real Existing Utility Property Lease and Liens Interest. All other accommodations not objected to by Buyer pursuant to Section 6.7(c) of this Agreement. For so long as Seller fulfills its obligations under the Real located on Existing Utility Property LeaseInterests will require a Utility Installation Request, Seller has enforceable rights to quiet enjoyment under such Real Property LeaseForm 1082.