SPECIAL WARRANTY DEED For the consideration of Ten Dollars and other valuable consideration, the receipt and sufficiency of which are hereby acknowledged, XXXXX-HARVARD VENTURES, LLC, a Delaware limited liability company (“Grantor”), hereby grants and conveys to MESA COBRE HOLDING CORPORATION, a Delaware corporation, with an address of 000 X. Xxxxxxxx Xx., Xxxxx 000 Xxxx Xxxxxx, Xxxxxxx 00000 (“Grantee”), all of Grantor’s right, title and interest in and to the following real property situated in Pinal County, Arizona, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments, and appurtenances thereof (including water rights) or in anywise appertaining thereto, and together with all buildings and improvements located thereon and any right, title, and interest of Grantor in and to adjacent streets, alleys, strips, gores, and rights of way: SEE EXHIBIT “A” ATTACHED HERETO AND INCORPORATED HEREIN BY THIS REFERENCE SUBJECT TO existing taxes, assessments, liens, encumbrances, covenants, conditions, restrictions, rights of way and easements of record. And Grantor hereby binds itself and its successors to warrant and defend the title, as against all acts by, through and under Grantor herein and no other, subject to the matters above set forth. [Signature appears on next page] DATED this _____ day of __________________________________, 2023. GRANTOR: Xxxxx-Harvard Ventures, LLC, a Delaware limited liability company By: LEGENDS GP LLC, an Arizona limited liability company Its: Manager By: HARVARD INVESTMENTS, INC., a Nevada corporation Its: Manager By: Its: By: Its: STATE OF ARIZONA ) ) ss. County of Maricopa ) The foregoing instruments was acknowledged before me this _______ day of ______________, 2023, by ______________________________, the ___________________ of Xxxxx-Harvard Ventures, LLC, a Delaware limited liability company. Notary Public My Commission Expires: _____________________________ ___________ EXHIBIT E ___________ STUDIES AND REPORTS 404 AGREEMENTS ALTA DUE DILIGENCE REPORTS LEASE AGREEMENTS 66 PAD ___________ EXHIBIT F ___________ FORM OF NONFOREIGN STATUS CERTIFICATE [attached]
Deed; Xxxx of Sale; Assignment To the extent required and permitted by applicable law, this Agreement shall also constitute a “deed,” “xxxx of sale” or “assignment” of the assets and interests referenced herein.
Landlords’ Agreements, Mortgagee Agreements, Bailee Letters and Real Estate Purchases Each Credit Party shall use commercially reasonable efforts to obtain a landlord's agreement, mortgagee agreement or bailee letter, as applicable, from the lessor of each leased property, the mortgagee of each owned property and the bailee with respect to each warehouse, processor or converter facility or other location where Collateral is stored or located, which agreement or letter shall contain a waiver or subordination of all Liens or claims that the landlord, mortgagee or bailee may assert against the Collateral at that location, and shall otherwise be reasonably satisfactory in form and substance to Agent. After the Restatement Closing Date, no real property or warehouse space shall be leased by any Credit Party and no Inventory shall be shipped to a processor or converter under arrangements established after the Restatement Closing Date without the prior written consent of Agent, unless and until a satisfactory landlord agreement or bailee letter, as appropriate, shall first have been obtained with respect to such location. Each Credit Party shall timely and fully pay and perform its obligations under all leases and other agreements with respect to each leased location or public warehouse where any Collateral is or may be located. To the extent permitted hereunder, if any Credit Party proposes to acquire a fee ownership interest in Real Estate after the Restatement Closing Date, it shall first provide to Agent a mortgage, debenture, deed of trust or similar document granting Agent a first priority Lien on such Real Estate, together with a real property survey, local counsel opinion(s), and, if required by Agent, an environmental audit, mortgage title insurance commitment, supplemental casualty insurance and flood insurance, and such other documents, instruments or agreements reasonably requested by Agent, in each case, in form and substance reasonably satisfactory to Agent.
Location of Real Property and Leased Premises (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 3.20(a).
Merger Sale Conveyance and Lease Section 10.01. Issuer May Consolidate on Certain Terms 44 Section 10.02. Issuer Successor to Be Substituted 44 Section 10.03. Guarantor May Consolidate on Certain Terms 44 Section 10.04. Guarantor Successor to Be Substituted 45 Section 10.05. Assumption by Guarantor 45
ASSIGNMENT AND XXXX OF SALE This ASSIGNMENT AND XXXX OF SALE is made, delivered and effective as of March 9, 2021, by Xxxx Wealth, Inc., a Delaware corporation (the “Transferor”), in favor of Series Gallery Drop 084, a Series of Xxxx Gallery LLC, a Delaware series limited liability company (the “Transferee”).
Merger, Sale, Conveyance or Lease In case of (a) any share exchange, merger or similar transaction of the Company with or into another person or entity (other than a share exchange, merger or similar transaction in which the Company is the acquiring or surviving corporation) or (b) the sale, exchange, lease, transfer or other disposition of all or substantially all of the properties and assets of the Company as an entirety (in any such case, a “Reorganization Event”), then, as a condition of such Reorganization Event, lawful provisions shall be made, and duly executed documents evidencing the same from the Company’s successor shall be delivered to the holders of the Warrants, so that such successor shall succeed to and be substituted for the Company, and assume all the Company’s obligations under, this Agreement and the Warrants. The Company shall thereupon be relieved of any further obligation hereunder or under the Warrants, and the Company as the predecessor corporation may thereupon or at any time thereafter be dissolved, wound up or liquidated. Such successor or assuming entity thereupon may cause to be signed, and may issue either in its own name or in the name of the Company, any or all of the Warrants issuable hereunder which heretofore shall not have been signed by the Company, and may execute and deliver securities in its own name, in fulfillment of its obligations to deliver Warrant Debt Securities upon exercise of the Warrants. All the Warrants so issued shall in all respects have the same legal rank and benefit under this Agreement as the Warrants theretofore or thereafter issued in accordance with the terms of this Agreement as though all of such Warrants had been issued at the date of the execution hereof. In any case of any such Reorganization Event, such changes in phraseology and form (but not in substance) may be made in the Warrants thereafter to be issued as may be appropriate. The Warrant Agent may receive a written opinion of legal counsel as conclusive evidence that any such Reorganization Event complies with the provisions of this Section 3.4.
Bxxx of Sale The Bxxx of Sale covering the Personal Property, in the form attached hereto as Exhibit D.
Assignment of Lease Assignor hereby assigns, transfers and sets over to Assignee all of Assignor’s right, title and interest as tenant under the Lease, together with all credits, deposits, rights of refusal, options (including, but not limited to, any options to purchase or renew set forth in the Lease), benefits, privileges and rights of Assignor under the Lease.
Notice to Mortgagee and Ground Lessor After receiving notice from any person, firm or other entity that it holds a mortgage which includes the Premises as part of the mortgaged premises, or that it is the ground lessor under a lease with Landlord, as ground lessee, which includes the Premises as a part of the demised premises, no notice from Tenant to Landlord shall be effective unless and until a copy of the same is given to such holder or ground lessor, and the curing of any of Landlord’s defaults by such holder or ground lessor within a reasonable time thereafter (including a reasonable time to obtain possession of the premises if the mortgagee or ground lessor elects to do so) shall be treated as performance by Landlord. For the purposes of this Section 9.4 or Section 9.14, the term “mortgage” includes a mortgage on a leasehold interest of Landlord (but not one on Tenant’s leasehold interest).
