Improvement Contracts. Pursuant to the Transaction Agreements, Optionor has previously sold, conveyed, granted, assigned, and transferred to Optionee a co-ownership interest in all rights and benefits in, to, and under all contracts and agreements relating to the design, engineering, and/or construction of the Improvements, as and to the extent such contracts and agreements exist as of the Effective Date (collectively, the "EXISTING IMPROVEMENT CONTRACTS"). From and after the Effective Date, Optionee is hereby authorized to solicit bids for any additional contracts or agreements necessary or desirable for the design, engineering, and/or construction of any of the Improvements. Optionee shall deliver copies of any such bids, together with Optionee's designation of the bid Optionee desires to have accepted (the "SELECTED BID"), to Optionor for its review. Within fifteen (15) days after receipt of such bids, Optionor shall notify Optionee in writing of Optionor's approval or disapproval (giving specific reasons for disapproval) of the Selected Bid. If Optionor fails to deliver a written notice of approval prior to expiration of such fifteen (15) day period, then Optionor shall be deemed to have disapproved the Selected Bid. If Optionor delivers a notice of disapproval prior to expiration of such fifteen (15) day period, or if Optionor fails to deliver a notice of approval within such fifteen (15) day period, then Optionee and Optionor shall promptly meet, which meeting may include any other appropriate parties, to attempt to resolve in good faith to Optionor's reasonable satisfaction such matters disapproved by Optionor. If Optionee and Optionor still are unable, in good faith, to resolve to Optionor's reasonable satisfaction such matters disapproved by Optionor, then such matter shall be subject to the dispute resolution provisions of Exhibit E to the Master Agreement. The Option Periods shall automatically be extended by the number of days involved in any such dispute resolution process. Optionor shall timely enter into all contracts with consultants and contractors relating to the Governmental Approvals and the Improvements and all such contracts shall be in a commercially reasonable form reasonably satisfactory to Optionee and Optionor and shall name Optionee as a third party beneficiary of such contracts. If Optionor fails and/or refuses to timely enter into any of such contracts and/or Optionor and Optionee cannot agree on the format and/or content of such contracts, then suc...
Improvement Contracts. The final scheduled Payment Date of this Certificate is August 15, 2023 or the next succeeding Business Day if such August 15 is not a Business Day. The Certificateholder, by its acceptance of this Certificate, agrees that it will look solely to the funds in the Certificate Account to the extent available for distribution to the Certificateholder as provided in the Agreement for payment hereunder and that the Trustee in its individual capacity is not personally liable to the Certificateholder for any amounts payable under this Certificate or the Agreement or, except as expressly provided in the Agreement, subject to any liability under the Agreement. By acceptance of this Certificate, the Certificateholder agrees to disclosure of his, her or its name and address to other Certificateholders under the conditions specified in the Agreement. This Certificate does not purport to summarize the Agreement and reference is made to the Agreement for information with respect to the interests, rights, benefits, obligations, proceeds and duties evidenced hereby and the rights, duties and immunities of the Trustee. Copies of the Agreement and all amendments thereto will be provided to any Certificateholder free of charge upon a written request to the Trustee. As provided in the Agreement and subject to the limitations set forth therein, the transfer of this Certificate is registrable in the Certificate Register of the Certificate Registrar upon surrender of this Certificate for registration of transfer at the office or agency maintained by the Trustee in Minneapolis or St. Xxxx, Minnesota, accompanied by a written instrument of transfer in form satisfactory to the Trustee and the Certificate Registrar duly executed by the holder hereof or his or her attorney duly authorized in writing, and thereupon one or more new Certificates evidencing the same aggregate Percentage Interest will be issued to the designated transferee or transferees. [Unless this Certificate is presented by an authorized representative of The Depository Trust Company, a New York corporation ("DTC") to the Trustee or its agent for registration of transfer, exchange or payment, and any certificate issued is registered in the name of Cede & Co. or in such other name as requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR ...
Improvement Contracts. There are no outstanding contracts for the construction of improvements on the Land that have not been fully paid for, there are no mechanics’ or materialmen’s liens applicable to the Land arising from any labor or materials furnished to the Land, and Seller has not authorized any actions on the Land that would give rise to the right to a mechanic’s or materialmen’s lien on the Land.
