Air Rights Lease. 26 PURCHASE AND SALE AGREEMENT THIS AGREEMENT (the "Agreement"), dated as of the __________ day of __________ 2003, is made by and between JOHN HANCOCK LIFE INSURANCE COMPANY, a Massachusetts corporation ("Sexxxx"), xxxxng an office at 200 Clarendon Street, Boston, Massachusetts 02117, and BEACON CAPITAL XXXXXXXXX XXXXXXXX XX XXXXXXXXXXX, XXX, x Xxxxxxre limited liability company ("Purchaser"), having an office at One Federal Street, 26th Floor, Boston, Massachusetts 02110.
Air Rights Lease. It is the Seller's and Purchaser's intention after the Date of Closing to attempt, without any duty to pay any monies or incur any liability in obtaining such consent, to obtain the consent of the MTA to an assignment by Seller to Purchaser of Seller's interest as tenant under the Air Rights Lease. In the event consent is obtained in a manner which does not modify any of the terms and provisions of the Air Rights Lease, or on such other terms as Purchaser may approve in its sole discretion, provided the same does not create or impose any liability or obligation on Seller and provides for a release of Seller in accordance with the Air Rights Lease as it exists on this date, Seller, within thirty (30) days thereafter (such date to be established by written notice by either party to the other setting a date not less than seven (7) days after the date of such notice) (the "Assignment Closing Date") shall a) assign the Air Rights Lease to Purchaser, b) convey fee simple title to the Adjoining Parcel, the legal description of which is attached hereto as Exhibit 11.22-1, and c) deliver a deed of the structure of the Garage (together the "Transferred Interests"). Seller and Purchaser agree to cooperate with one another in seeking such consent, and in furtherance thereof shall advise the other prior to engaging in discussions with the MTA and jointly determine the impact of other parties' participation in any such discussions. Other than incidental costs and expenses, such consultant's and attorneys fee's, neither party shall be obligated to incur any cost or expense in such efforts. Five Million Dollars ($5,000,000) (the "Escrowed Sum") shall be deposited in escrow with the Title Company on the Date of Closing. In the event the consent of the MTA is obtained on the terms set forth above within four (4) years of the Date of Closing, the Escrowed Sum shall be paid to Seller on the Assignment Closing Date. If, at the expiration of said four (4) year period the consent has not been obtained on the terms set forth above, the Title Company shall return the Escrowed Sum, together with any remaining accrued interest thereon, to Purchaser. After such four (4) year period, Seller shall have no further obligation to seek the consent of the MTA but if such consent is obtained, Seller shall assign its interest in the Air Rights Lease in accordance with this Paragraph 11.22, provided Seller is reimbursed its costs and expenses, including, without limitation, reasonable attorney...
Air Rights Lease. 105 EXHIBIT A Legal Description of Property EXHIBIT B Environmental Reports EXHIBIT C Subordination, Nondisturbance and Attornment Agreement EXHIBIT D Original Mortgage EXHIBIT E Additional Notes EXHIBIT F Additional Mortgages SCHEDULE 1 Allocated Loan Amounts SCHEDULE 2 Operating Agreements SCHEDULE 3 Special Assessments SCHEDULE 4 Capital Expenditures CONSOLIDATED, AMENDED AND RESTATED FEE AND SUBLEASEHOLD MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES, RENTS AND SECURITY DEPOSITS THIS CONSOLIDATED, AMENDED AND RESTATED FEE AND SUBLEASEHOLD MORTGAGE, SECURITY AGREEMENT, FINANCING STATEMENT, FIXTURE FILING AND ASSIGNMENT OF LEASES, RENTS AND SECURITY DEPOSITS (herein, together with all amendments and supplements thereto, this "Mortgage"), dated as of the 26th day of November, 1997, is made by MAGNOLIA ASSOCIATES, LTD., a Florida limited partnership, 286 MADISON, L.P., 290 MADISON, L.P. and 292 MADISON, L.P., each a New York limited partnership, and each limited partnership having an address c/o Tower Realty Operating Partnership, L.P., 120 Xxxx 00xx Xxxxxx, 00xx xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (xxllectively referred to herein as "Mortgagor"), to MERRXXX XXXCX XXXTGAGE CAPITAL INC., a Delaware corporation, having an address at World Financial Center, Nortx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000-0000, xxgether with its successors and assigns, "Mortgagee").
Air Rights Lease. (a) Mortgagor hereby represents and warrants as follows: (i) the Air Rights Lease is in full force and effect, unmodified by any writing or otherwise except as specifically set forth herein; (ii) all rent, additional rent and/or other charges reserved in or payable under the Air Rights Lease, have been paid to the extent that they are payable to the date hereof; (iii) the Mortgagor enjoys the holding of the air development rights; (iv) the Mortgagor is not in default under any of the material terms of the Air Rights Lease and to the best of its knowledge, is not in default under any other term of the Air Rights Lease; (v) the ground lessor is not in default under any of the material terms or provisions of the Air Rights Lease, and, to the best of the Mortgagor's knowledge, the ground lessor is not in default under any other terms or provisions of the Air Rights Lease, on its part to be observed or performed; and (vi) the Mortgagor has delivered to the Mortgagee a true, accurate and complete copy of the Air Rights Lease.
Air Rights Lease. “Air Rights Lease” means that certain Lease of Air Space dated December 1, 1994 by the City of New Orleans to CSDC Ground Lessor, together with all amendments, assignments, supplements and modifications thereto.
Air Rights Lease. (a) The leasehold estate created by this Lease for the Plaza Level and floors 3, 5, 6, 7, 8, 9, 11, and 12 of the RiverCenter II Office Building constitutes a sublease of a portion of the premises demised to CPX RiverCenter Two Limited Partnership, as lessee, by the City of Covixxxxx, xx lessor, by an instrument dated and recorded in the lease records of the Kenton County Clerk at Covington, Kentucky as follows: instrument dated August 1, 1988 and recorded September 8, 1988 at 10:22 a.m. in Lease Book 17, Page 645, Kenton County, Kentucky Clerk's records at Covington, Kentucky as assigned by Assignment and Assumption of Second Office Air Rights Lease Agreement and Grant of Easement by and between Corporex Companies, Inc. and CPX RiverCenter Development Corporation recorded September 8, 1988 in Miscellaneous Book 127, Xxxx 000, Xxxxxx Xxxxxx, Xxxxxxxx Xxxrk's records at Covington, Kentucky, as amended by First Amendment to Second Office Air Rights Lease Agreement recorded April 20, 1995 in Miscellaneous Book 301, Xxxx 000, Xxxxxx Xxxxxx, Xxxxxxxx Clerk's records at Covington, Kentucky, and as Subsequently amended by Second Amendment to Second Office Air Rights Lease Agreement recorded August 23, 1995 in Miscellaneous Book 315, Xxxx 000, Xxxxxx Xxxxxx, Xxxxxxxx Xxxrk's records at Covington, Kentucky, and as amended by the Third Amendment to Second Office Air Rights Lease Agreement and Grant of Easements dated December 12, 1995 and recorded December 13, 1995 in Miscellaneous Book 329, Page 92, of the Kenton County, Kentucky Clerk's records at Covington, Kentucky, and as subsequently assigned by Second Assignment and Assumption of Second Office Air Rights Lease Agreement and Grant of Easement by and between CPX-RiverCenter Development Corporation and CPX RiverCenter II Limited Partnership, a Kentucky limited partnership, dated September 4, 1996 and recorded September 6, 1996 in Miscellaneous Book 364, Xxxx 000 Xxxxxx Xxxxxx, Xxxxxxxx Xxxrk's records at Covington, Kentucky, demising the "Second Office Air Lot" as further set forth and described on the Plat of Covington RiverCenter recorded in Plat Envelope 1467, 1467A, 1468, and 1468A, and on the Amended Plat of Covington RiverCenter recorded on August 23, 1995 in Plat Envelope 1726, 1727, and 1728, Kenton County, Kentucky Clerk's records at Covington, Kentucky. Such instruments shall be collectively referred to under this Lease as the "Air Rights Lease". This Lease and all of Tenant's rights hereunder are and ...
Air Rights Lease. The Beacon Office Portfolio Properties are subject to two air rights leases, however, no lease payments are required for the term of the leases. Under the Air Lease, Fee Borrower is the lessor and Leasehold Borrower is the lessee. The Air Lease has a term which extends not less than twenty (20) years beyond the maturity date of the Beacon Office Portfolio Loan. The two leases ------------------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------------------------------------------------------------------- LOAN NUMBER LOAN NAME DESCRIPTION OF EXCEPTION -------------------------------------------------------------------------------------------------------------------------------
Air Rights Lease. The Seller shall have delivered to the Purchaser a written statement from the lessor under the Air Rights Lease acknowledging the commencement and termination dates of the Air Rights Lease, that there is no material default except as otherwise noted in such written statement, that the Air Rights Lease is in full force and effect except as otherwise noted in such written statement, and that the Air Rights Lease has not been modified (or if it has, stating such modification). To the extent required under the Air Rights Lease, the lessor under the Air Rights Lease shall have consented to the sale of the Property, and the Seller, the Purchaser and the lessor under the Air Rights Lease shall have arranged, at the Seller’s cost and expense, for the assignment and assumption of the Air Rights Lease.
Air Rights Lease. The leasehold estate created by this Lease constitutes a sublease of a portion of the premises demised to Landlord, as lessee, by the City of Covixxxxx, xx lessor, by an instrument dated and recorded in the lease records of the Kenton County Clerk at Covington, Kentucky as follows: instrument dated August 1, 1988, filed in Lease Record Volume 452, Page 452 on the records of Kenton County. Such instrument shall be referred to under this Lease as the "Air Rights Lease." This Lease and all of Tenant's rights hereunder are and shall be subject and subordinate to the Air Rights Lease and the rights of all parties under such Air Rights Lease.
Air Rights Lease. OTR shall not be liable to perform its obligations at Closing unless the following condition is satisfied: prior to Closing, 77 WWLP shall deliver to OTR an estoppel certificate addressed to OTR and the LLC, in the form attached as Appendix 3.8 and incorporated herein, or if not in such form, in such form as is otherwise reasonably satisfactory to OTR, from the landlord under the Air Rights Lease.
