Option Properties Clause Samples
Option Properties. At Closing Time, the agreements pursuant to which the Operating Partnership will have the option and/or right of first refusal to purchase certain properties (or interests therein) listed on Schedule D annexed hereto that are not being acquired by the Operating Partnership pursuant to the Formation Transactions, will have been duly and validly authorized, executed and delivered by the parties thereto and will be valid and binding agreements, enforceable in accordance with their terms, subject as to enforceability to applicable bankruptcy, insolvency, reorganization and other similar laws affecting creditors' rights generally and to general equitable principles.
Option Properties. Prepare complete presentation packages on each option property owned by ▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ III, including 1733 Ocean, Western Asset Plaza, Water's Edge, as well as Solana. Consultant will organize the process for consideration of the acquisition of each of these properties by the Board of Directors of the Company in a thorough manner, and this task shall be completed upon doing so. It is agreed that Consultant's completion of this task is not dependent on the Board's final approval of the acquisition of any or all of the option properties.
Option Properties. Pursuant to the Option Agreements, Seller holds options to purchase the Option Property, described on Exhibit C, which exhibit is incorporated herein by reference, and all improvements, fixtures, Personal Property, Intangible Property rights and appurtenant rights and interests located on, affixed to, or used in connection therewith (each a “Purchase Option”).
Option Properties. 8.1 At the Closing, each of the owner(s) of certain option properties set forth in SCHEDULE 8.1 (the "OPTION PROPERTIES") and CRLP or its designee shall enter into an agreement (the "OPTION AGREEMENT") in recordable form, which form shall include without limitation, a right of inspection provision similar to Section 3.1(d) with the due diligence period to be agreed upon by the parties, and all the applicable representations and warranties set forth in Section 5 of this Agreement and which form shall be mutually agreed upon by the parties hereto. An Option Agreement shall be recorded against each of the Option Properties at Closing in the county land records in which such Option Properties are located.
Option Properties. 8.1 At the Closing, CRLP shall loan to the record owner(s) of the Option Properties the sum of Eleven Million Six Hundred Thousand ($11,600,000) Dollars (the "Option Loan"), which Option Loan shall be on terms and conditions set forth in, and evidenced by, a note and shall be secured by, among other things, a cross-collateralized and cross-defaulted mortgage (the "Option Mortgage") together with note and mortgage modification, consolidation and spreader agreements to preserve the existing liens encumbering the Option Properties, title to which shall be subject to the encumbrances set forth in Section 4.1(a) through (k) and on Schedule 8.1-a annexed hereto, a joint and several guaranty given by M. Berger, Weinberg, ▇. ▇▇▇▇▇▇ and ▇▇▇▇▇ (the "Personal Option Guaranty"), UCC-1 financing statements, assignments of leases and rents, environmental indemnity and such other documents as are reasonably required by CRLP which are consistent with documents normally required by prudent lenders. All of the documents set forth in this Section 8.1 other than the environmental indemnity shall be substantially in the form of Exhibit 8.1-b. Notwithstanding the foregoing, in the event legal title to 200 remains with the Yonkers Industrial Development Authority ("YIDA"), then the documents will be modified (a) to maintain the non-recourse nature of the Option Loan to YIDA's interest in 200, (b) to provide that a default with respect to 200 will constitute a default with respect to Skyline but that a default with respect to Skyline will not constitute a default with respect to 200 and (c) the mortgage to be recorded against 200 shall be in the amount of $4,600,000 and the mortgage to be recorded against Skyline shall be in the amount of $7,000,000. In addition, the environmental indemnity shall be as reasonably agreed to by the parties.
(a) The Option Mortgage shall be recorded against the Option Properties and RM shall provide CRLP or its designee with title insurance insuring the first priority lien of the Option Mortgage.
(b) All costs and expenses, except fees payable to CRLP's attorneys, incurred in connection with the Option Loan shall be borne by RM, including, but not limited to, payment of a loan origination fee in the amount of Three Hundred Forty-Eight Thousand ($348,000) Dollars (the "Option Loan Origination Fee").
(c) The Option Loan shall also contain such other terms and conditions as CRLP and its counsel shall reasonably require.
8.3 At the Closing, the owner(s)...
Option Properties. 4.1 Samedan shall have the right to participate in the initial exploratory wells ("Option Wells") that McMoRan propos▇▇ ▇n cer▇▇▇▇ of those properties and prospects that are covered by the Shell/McMoRan Asset Purchase Agreement (dated effective December 1, 1999) and the Texaco/McMoRan Exploration Agreement (dated effective January 1, 2000) (collectively, the "Option Prospects"). The Option Prospects are described further on Exhibit E. The Parties recognize that McMoRan may not be the operator of certain of the Option Prospects and, further, that there may be parties other than McMoRan having the right to propose an Option Well on certain Option Prospects. In those situations where McMoRan proposes an Option Well, then McMoRan shall issue a written proposal to participate in the Option Well (the "Option Well Proposal") to Samedan. Similarly, in the event that a working interest owner of any Option Prospect (other than McMoRan) proposes an Option Well in which McMoRan elects to participate, then McMoRan shall issue Samedan an Option Well Proposal. In either case, Samedan shall advise McMoRan, in writing, of its election to participate in the Option Well within 10 days from the date it receives the Option Well Proposal (or within two business days if there is a rig on location or if a lease covering the Option Prospect is scheduled to expire in less than fifteen business days from the date Samedan receives the Option Well Proposal). Within 30 days from the date it receives Samedan's written election to participate in the Option Well, McMoRan shall assign Samedan a twenty-five percent (25%) of 8/8ths working interest in the Option Prospect (subject to reduction for any back-in rights pursuant to the aforementioned Texaco/McMoRan Exploration Agreement or other back-in rights pursuant to any farmin or other similar type agreements); provided, however, that in no event shall McMoRan be required to assign Samedan an interest that exceeds 25/65ths of the interest that McMoRan acquires in the Option Prospect prior to any such reversions (the "Option Assignment"). (Except, however, in the event McMoRan has not, as of the time McMoRan receives Samedan's election, received an assignment of all of the interest in the Option Prospect to which it is entitled, McMoRan shall make the Option Assignment to Samedan within 30 days from the date that McMoRan receives its assignment(s).) Any Option Assignment shall be subject to any and all burdens, encumbrances, contracts, and o...