Common use of Transfer of Interests in Real Property Clause in Contracts

Transfer of Interests in Real Property. On or prior to the Closing -------------------------------------- Date, the Transferors shall cause the Company to obtain the following documents with respect to the transfer of interests in real property: (1) terminations of lease (collectively, the "Terminations of Lease") in the forms attached hereto as Exhibit 5.18A terminating the existing leases with respect to the Leased Real Property. (2) leases (collectively, the "New Leases") substantially in the forms attached hereto as Exhibit 5.18B between the Company and the applicable landlord respecting the Leased Real Property. (3) the following executed documents from each landlord respecting the Leased Real Property: (A) a memorandum of lease pertaining to each New Lease in form and substance reasonably satisfactory to the Transferee (collectively, the "Memoranda of Leases"); and (B) a landlord-lender agreement substantially in the form attached hereto as Exhibit 5.18C (collectively, the "Landlord-Lender Agreements") in favor of MedSource's and/or the Transferee's lender(s) in form and substance satisfactory to such lender providing, inter alia, that such lender(s) may occupy the premises leased under each New Lease for the purpose of taking possession of, removing and/or selling Transferee's personalty located thereon. (4) subordination, non-disturbance and attornment agreements and estoppel certificates signed by each holder of a mortgage or deed of trust encumbering the Leased Real Property each (collectively, the "SNDA Agreements" and, individually, a "SNDA Agreement") for each of the New Leases. (5) Landlord-Lender Agreements and SNDA Agreements from any lessor under any ground, superior or underlying lease covering the Leased Real Property. (6) each SNDA Agreement shall be in recordable form and the SNDA Agreements shall be duly executed, delivered and acknowledged by each applicable lender or landlord, as the case may be. (7) (A) true and complete copies of all available material maintenance records for the Leased Real Property; (B) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Leased Real Property; (C) all original material licenses and permits, authorizations and approvals pertaining to the current operations at the Leased Real Property; and (D) all material guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Leased Real Property.

Transfer of Interests in Real Property. On (1) At or prior to the Closing -------------------------------------- DateClosing, the Transferors shall cause the Company their Affiliate(s) to obtain the following documents with respect to the transfer of interests in real property: (1i) terminations of enter into an amended and restated lease (collectively, the "Terminations of Restated Lease") in a form to be agreed upon in good faith by the forms attached hereto as Exhibit 5.18A terminating parties and (ii) enter into a notice of lease in the existing leases statutory form required in the Commonwealth of Massachusetts (the "Notice of Lease"), in each case with respect to the Leased Real Property. (2) leases (collectivelyProperty located at 00 Xxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxxx. At the Closing, the Transferors and the Company shall deliver to the Transferee estoppel certificates (the "New LeasesEstoppel Certificates") substantially in the forms attached hereto as Exhibit 5.18B between the Company and the applicable landlord respecting the Leased Real Property. (3) the following executed documents from each landlord respecting the Leased Real Property: (A) a memorandum of lease pertaining to each New Lease in form and substance reasonably satisfactory to the Transferee (collectivelyTransferee, executed by the "Memoranda of Leases"); and (B) a landlord-lender agreement substantially in the form attached hereto as Exhibit 5.18C (collectively, the "Landlord-Lender Agreements") in favor of MedSource's and/or the Transferee's lender(s) in form and substance satisfactory to such lender providing, inter alia, that such lender(s) may occupy the premises leased landlords under each New Lease for of the purpose of taking possession of, removing and/or selling Transferee's personalty located thereonLeases and stating that there are no defaults thereunder. (42) subordinationAt the Closing, non-disturbance the Transferors and attornment agreements and estoppel certificates signed by the Company shall cause each holder of a mortgage or deed of trust encumbering the Leased Real Property, other than the SBA, and each lessor under any ground, underlying or superior lease covering the Leased Real Property each to enter into subordination, non-disturbance and attornment agreements in form and substance reasonably satisfactory to the Transferee (collectively, the "SNDA Agreements" and, individually, a "SNDA Agreement") for each of the Leases and the New LeasesLease. (53) Landlord-Lender Agreements and SNDA Agreements from any lessor under any ground, superior or underlying lease covering the Leased Real Property. (6) each Each SNDA Agreement shall be in recordable form form, and the SNDA Agreements shall be duly executed, delivered and acknowledged by each applicable lender or landlord, as the case may beparty thereto. (74) At or before the Closing, the Transferors and the Company shall deliver to the Transferee (Ai) true and complete copies of all available material maintenance records for the Leased Real Property; (Bii) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Leased Real Property; (Ciii) all original material licenses and permits, authorizations and approvals pertaining to the current operations at the Leased Real Property; and (Div) all material guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Leased Real Property. (5) At or before the Closing, the Transferors shall deliver to the Transferee a set of plans and specifications of the buildings and all improvements comprising a part of the Leased Real Property. (6) At the Closing, the Transferors and the Company shall cause each of the landlords under the Restated Lease and the other Leases and any lessor under any ground, superior or underlying leases covering the Leased Real Property to execute and deliver a landlord-lender agreement (the "Landlord-Lender Agreements") in favor of the Transferee's lender in form and substance satisfactory to the Transferee's lender, providing, inter alia that the Transferee's lender may occupy the premises leased under the Restated Lease and the other Leases for the purpose of taking possession of, removing and/or selling at public auction or private sale the Transferee's personalty. (7) At or prior to the Closing, the Transferors shall cause their Affiliates to enter into a sublease with respect to the Leased Real Property located at 00 Xxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxxx, in a form to be agreed upon in good faith by the parties (the "Sublease"). (8) The Transferors shall use their best efforts to cause their Affiliates to obtain new financing with respect to the premises located at 00 Xxxx Xxxx Xxxxx, Xxxx Xxxxxxxxxx, Xxxxxxxxxxxxx by June 30, 1999. Such financing shall enable the Transferee to treat the Restated Lease as an operating lease for financial accounting purposes, provided that the loan-to-value ratio need not be greater than 3/4; and after the Transferors' Affiliates obtain such financing, the parties shall use their best efforts to modify the terms of the Restated Lease so that it will be treated as an operating lease for financial accounting purposes. The Transferee shall agree to a reasonable collateral assignment of payments under the Restated Lease.

Transfer of Interests in Real Property. On or prior to (1) At the Closing -------------------------------------- Date, the Transferors Shareholders shall cause the Company to obtain the following documents with respect to the transfer of interests in real property: (1) terminations of lease (collectivelyTransferor to, the "Terminations of Lease") in the forms attached hereto as Exhibit 5.18A terminating the existing leases with respect to the Leased Real Property. (2) leases (collectively, the "New Leases") substantially in the forms attached hereto as Exhibit 5.18B between the Company and the applicable landlord respecting the Leased Real Property. (3) the following executed documents from Transferor shall, enter into assignments, each landlord respecting the Leased Real Property: (A) a memorandum of lease pertaining to each New Lease in form and substance reasonably satisfactory to the Transferee (collectively, the "Memoranda of Leases"); and (B) a landlord-lender agreement substantially in the form attached hereto as Exhibit 5.18C 7.21(a) (collectively, the "Landlord-Lender AgreementsAssignments" and, individually, an "Assignment") of each of the Leases (other than the Lease referred to in favor section 7.21(g)) (including, without limitation, any security interests/pledge liens created thereby) with respect to any parcel of MedSourcethe Leased Real Property not covered by the New Lease, collateral guarantees with respect to such real property and all security deposits made thereunder, each such Assignment containing a covenant of good title and the Transferor's and/or and Shareholders' representation and warranty that (i) there have been no prior assignments of the Leases, (ii) such Leases are in full force and effect and are enforceable in accordance with their terms, and (iii) neither the Leases nor the security deposits made thereunder are then subject to any liens, security interests or adverse claims. At the Closing, the Shareholders and the Transferor shall deliver to the Transferee consents and estoppel certificates (the "Landlord Consent and Estoppel Certificates"), in form reasonably acceptable to the Transferee's lender(s) in form and substance satisfactory to such lender providing, inter alia, that such lender(s) may occupy executed by the premises leased landlord under each New Lease for of the purpose Leases consenting to the assignment of taking possession of, removing and/or selling Transferee's personalty located thereonthe Leases and stating that there are no defaults thereunder. (42) At the Closing, the Shareholders and the Transferor shall cause the holder of any mortgage covering the Leased Real Property or any leasehold interest therein and any ground, superior or underlying lessors to enter into subordination, non-disturbance and attornment agreements and lender's estoppel certificates signed by each holder of in a mortgage or deed of trust encumbering form reasonably acceptable to the Leased Real Property each Transferee (collectively, the "SNDA Agreements" and, individually, a "SNDA Agreement") for each of the New Leases. (53) Landlord-Lender Agreements Each Assignment and SNDA Agreements from any lessor under any ground, superior or underlying lease covering the Leased Real Property. (6) each SNDA Agreement shall be in recordable form and the Assignments and the SNDA Agreements shall be duly executed, delivered and acknowledged by each applicable party thereto. At or prior to the Closing, the Transferor shall cause each of the landlords under the Leases, and each ground, superior or underlying lessor of the Leased Real Property to execute and deliver a landlord-lender or landlordagreement (each, a "Landlord-Lender Agreement" and, collectively, the "Landlord-Lender Agreements") in favor of MedSource's lender in the form annexed hereto as the case may beExhibit 7.21(c). (74) At or before the Closing, the Shareholders and the Transferor shall deliver to the Transferee (Ai) true and complete copies of all available material maintenance records for the Leased Real Property, to the extent available; (Bii) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Leased Real Property, to the extent available; (Ciii) all original material licenses and permits, authorizations and approvals pertaining to the current operations at the Leased Real Property; and (Div) all material guarantees and warranties which the Company Transferor has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Leased Real Property. (5) At or before the Closing, the Shareholders and the Transferor shall deliver to the Transferee a set of plans and specifications of the buildings and all improvements comprising a part of the Leased Real Property. (6) The following are to be apportioned between the parties as of and on the Closing Date: (1) ad valorem, real estate and personal property taxes, water charges, and sewer rents; (2) charges and payments payable under the transferable contracts and agreements; and (3) utilities, including telephone, steam, electricity and gas. (7) For so long as Messrs. Xxxxxx or Xxxxxxx receive compensation from the Transferee (but in no event after January 1, 2001), the Transferee shall pay the current rent under the Lease Agreement effective February 16, 1999 between the Transferor and Longwater Realty Trust.

Transfer of Interests in Real Property. On or prior to the Closing -------------------------------------- Date, the Transferors shall cause the Company to obtain the following documents with respect to the transfer of interests in real property: (1) terminations of At the Closing, the Shareholders shall cause their Affiliates to enter into a lease (collectively, the "Terminations of New Lease") in with the forms attached hereto as Exhibit 5.18A terminating the existing leases Transferee with respect to the Leased Real Property. (2) leases (collectivelyProperty located at 0000 Xxxxxxxxxx Xxxx, the "New Leases") substantially in the forms attached hereto as Exhibit 5.18B between the Company and the applicable landlord respecting the Leased Real Property. (3) the following executed documents from each landlord respecting the Leased Real Property: (A) a memorandum of lease pertaining to each New Lease in form and substance reasonably satisfactory to the Transferee (collectivelyXxxxxxx Xxxx, the "Memoranda of Leases"); and (B) a landlord-lender agreement substantially Xxx Xxxx, in the form attached hereto as Exhibit 5.18C 7.20(a)(A), and assignments, each in the form attached hereto as Exhibit 7.20(a)(B) (collectively, the "Assignments"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferors' representation and warranty that (i) there have been no prior assignments of the Leases, (ii) such Leases are in full force and effect and are enforceable in accordance with their terms, and (iii) neither the Leases nor the security deposits made thereunder are then subject to any liens, security interests or adverse claims. If at any time either of the parties reasonably determines that the number of square feet in the premises subject to the New Lease is other than as currently understood by the parties, the parties shall in good faith determine whether an adjustment in the rental under the New Lease is appropriate. At the Closing, the Shareholders and the Transferor shall deliver to the Transferee consents and estoppel certificates (the "Landlord-Lender Agreements's Consent and Estoppel Certificates") in favor of MedSource's and/or executed by the Transferee's lender(s) in form and substance satisfactory to such lender providing, inter alia, that such lender(s) may occupy the premises leased landlords under each New Lease for of the purpose of taking possession of, removing and/or selling Transferee's personalty located thereon.Leases in the form attached hereto as Exhibit 7.20(a)C. (42) At the Closing, the Shareholders and the Transferor shall cause each holder of any mortgage covering the Leased Real Property and each ground, superior or underlying lessor having an interest in the Leased Real Property to enter into subordination, non-disturbance and attornment agreements and lender's (or lessor's) estoppel certificates signed by each holder of a mortgage or deed of trust encumbering in the Leased Real Property each form reasonably acceptable to Transferee (collectively, the "SNDA Agreements" and, individually, a "SNDA Agreement") for each of the Leases and the New LeasesLease, except that their shall be no obligation to have a subordination, non-disturbance and attornment agreement executed by the ECIDA. (53) Landlord-Lender Agreements Each Assignment and SNDA Agreements from any lessor under any ground, superior or underlying lease covering the Leased Real Property. (6) each SNDA Agreement shall be in recordable form and the Assignments and the SNDA Agreements shall be duly executed, delivered and acknowledged by each applicable lender or landlord, as the case may beparty thereto. (74) At or before the Closing, the Shareholders and the Transferor shall deliver to the Transferee (Ai) true and complete copies of all available material maintenance records for the Leased Real Property; (B) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Leased Real Property; (Cii) all original material licenses and permits, authorizations and approvals pertaining to the current operations at the Leased Real Property; and (Diii) all material guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Leased Real Property. (5) At or before the Closing, the Shareholders and the Transferor shall deliver to the Transferee a set of plans and specifications of the buildings and all improvements comprising a part of the Leased Real Property. (6) At the Closing, the Shareholders and Transferor shall cause each of the landlords under the New Lease (except for the ECIDA) and the Leases and each ground, superior or underlying lessor of the Leased Real Property to execute and deliver a landlord-lender agreement (each a "Landlord-Lender Agreement," collectively, the "Landlord-Lender Agreements") in favor of Transferee's lender in the form attached hereto as Exhibit 7.20(f), or such other form reasonably acceptable to the Transferee, providing inter alia that ----- ---- Transferee's lender may occupy the premises leased under such New Lease or Lease for the purpose of taking possession of, removing and/or selling at public auction or private sale Transferee's personalty.