Exchange B Sample Clauses
The 'Exchange B' clause defines the terms and conditions under which a specific exchange, referred to as Exchange B, operates within the agreement. It typically outlines the procedures for conducting transactions, the obligations of the parties involved, and any relevant timelines or requirements unique to Exchange B. For example, it may specify the types of assets or services exchanged, the method of delivery, or the criteria for completion. The core function of this clause is to ensure that all parties have a clear understanding of how Exchange B is to be executed, thereby reducing the risk of disputes and promoting smooth contractual performance.
Exchange B. VSU agrees to deliver to the City or Settlement Agent the following at or prior to Settlement:
(i) A deed, fully executed by VSU, conveying by special warranty Premises B in fee simple to the City, in a form satisfactory to the City;
(ii) The Additional Consideration;
(iii) Any Deeds of Easement;
(iv) An affidavit, on a form acceptable to the City or the City's title insurance company, signed by VSU, that no labor or materials have been furnished to Premises B within the statutory period for the filing of mechanics' or materialmen's liens against Premises B, or if labor or materials have been furnished during the statutory period, an affidavit that the costs thereof have been paid in full and no other persons or entities have the right of possession of Premises B;
(v) Any affidavit or forms required by the Internal Revenue Service or the Virginia Department of Taxation to report this transaction and/or to exempt VSU from any withholding requirements under applicable law;
(vi) A signed closing or settlement statement prepared or approved by Settlement Agent; and
(vii) Any other documents reasonably required by Settlement Agent or the City.
Exchange B. VSU represents there has not been made and will not be made, without the City's consent, any proffers or other commitments relating to Premises B, which would impose any obligation on the City or its successors and assigns, after Settlement, to make any contribution of money or dedications of land or to construct, install or maintain any improvements of a public or private nature on or off Premises B.
Exchange B. VSU represents that Premises B is zoned RL, Low Density Residential, as defined by the City of Colonial Heights Zoning Ordinance; there are no eminent domain or condemnation proceedings pending against Premises B, and VSU has no knowledge of such proceedings or of any intentions or plans, definite or tentative, that such proceedings might be instituted; and VSU has no knowledge of any federal, state, county or municipal zoning or other restrictions, rules, or regulations that will prevent the utilization of Premises B for the purposes of residential use.
Exchange B. VSU knows of no materially adverse fact, affecting or threatening to affect Premises B which has not been disclosed to the City in writing. Between the date VSU executes this Agreement and Settlement, VSU will notify the City in writing of any events which occur or any facts of which it becomes aware which would make any of its representations or warranties false or misleading. Except as otherwise permitted by the City in writing, in its sole discretion, each of the warranties or representations made in this Agreement by VSU shall be true and correct as of the date of Settlement.
Exchange B. (i) VSU shall give to the City and its designated agents and representatives full access to Premises B during normal business hours throughout the City Study Period as defined in Paragraph 14b.(ii), including the right, at the City's own risk to cause its agents or representatives to enter upon Premises B for the purpose of (i) making physical and topographic surveys; and (ii) conducting such tests, investigations and studies as the City may desire, including those related to engineering, water, groundwater, sanitary and storm sewer, utilities and environmental matters, as well as soil borings. In the event it does not purchase Premises B, the City shall, at its expense, restore Premises B to its prior condition to the extent of any changes made by its agents or
Exchange B. VSU hereby agrees to convey to the City, and the City hereby agrees to accept from VSU, subject to the terms and conditions hereinafter set forth, all that certain parcel of land lying and being situated in the City of Colonial Heights, Virginia, containing approximately .118 acres, and being more particularly described as "Proposed .118 Acres R/W Dedication" on Exhibit B, attached hereto and made a part hereof, together with such other rights, interests, and properties relating to the aforesaid property as may be specified in this Agreement to be sold, transferred, assigned or conveyed by VSU to the City. The parcel of land described on Exhibit B, together with the buildings and other improvements thereon, if any, and the rights, interests, and other properties described above, is collectively called "Premises B" and the transaction referred to as “Exchange B.”
Exchange B. Except as set forth in that certain environmental site assessment entitled “Phase I ESA Report of ▇▇▇▇▇▇▇ Tree Service,” dated September 24, 2008, and prepared by EarthNet LLC, a copy of which the City acknowledges receipt, VSU warrants and represents that to the best of VSU's knowledge, information and belief, there have never been, nor are there now, any underground storage tanks on Premises B; nor has there been any activity on Premises B which has been conducted or is being conducted, except in compliance with all statutes, ordinances, regulations, orders, permits and common law requirements concerning (1) handling of any toxic or hazardous substances, (2) discharges of toxic or hazardous substances to the air, soil, surface water or groundwater, and (3) storage, treatment or disposal of any toxic or hazardous substances at or connected with any activity on Premises B; nor is there any contamination present on or in Premises B; nor is there any of the following present on or in Premises B: (i) polychlorinated biphenyls or substances containing polychlorinated biphenyls;
Exchange B. (i) Premises B shall be sold free from all mortgages, deeds of trust, liens, security interests and other encumbrances. Title shall be good, marketable and insurable, without exception, at regular rates by a title insurance company of the City's choice, subject, however, to those covenants, easements, conditions and restrictions of record as of the date VSU executes this Agreement constituting constructive notice in the chain of title to Premises B which have not expired by a time limitation contained therein or otherwise become ineffective and that do not, in the City's sole opinion, materially adversely affect the use and enjoyment of Premises B by the City. Without affecting the foregoing requirements, the City may elect not to obtain title insurance.
(ii) If VSU is unable because of any defect in title to deliver acceptable title as aforesaid at Settlement and the City is unwilling to waive such defect, the City may either
(i) request VSU to correct the defect if same can be done within a reasonable time not to exceed thirty (30) days from the date of VSU's receipt of notice of the defect, or (ii) immediately terminate this Agreement. If VSU is unwilling or unable or fails to timely remedy the defect, the City may immediately terminate this Agreement upon written notice to VSU, and no party shall have any further liability hereunder.
Exchange B. VSU warrants and represents that it is the sole fee simple owner of Premises B and has all necessary authority to sell Premises B; there are no other contracts for sale or options involving Premises B; no other party has any right, title or interest in Premises B; and there are no oral or written leases affecting or relating to Premises B. Between the date VSU executes this Agreement and Settlement, VSU shall not subject Premises B to or consent to any leases, liens, encumbrances, covenants, conditions, restrictions, easements, rights of way, or agreements, or take any other action affecting or modifying the status of title or otherwise affecting Premises B, without the written consent of the City.
Exchange B. All risk of loss or damage to Premises B shall be borne by VSU until Settlement. However, in the event of any loss of or damage to Premises B, or any part thereof, prior to Settlement, the City shall have the option, in its sole discretion, to (i) terminate this Agreement or (ii) proceed to Settlement as required hereunder, conditioned upon VSU assigning all its interest in insurance or other payments for loss or damage to Premises B. In the event of condemnation or threat of condemnation of any part of Premises B prior to Settlement, the City shall have the option, in its sole discretion, to (i) terminate this Agreement or (ii) proceed to Settlement conditioned upon any condemnation award being paid, credited, or assigned, as appropriate, to the City at Settlement.