Vertical Subdivision Clause Samples

Vertical Subdivision. Seller shall cause (i) a vertical subdivision plat of the Building and Land to be prepared by an Illinois registered surveyor (the “Vertical Subdivision Plat”) delineating the Hotel Parcel and the Residential Parcels, creating such legal descriptions as may be necessary to consummate the transactions contemplated herein and approved in accordance with all Legal Requirements, and (ii) an update and supplement to the Title Report to include the Hotel Parcel be delivered to Purchaser. If Seller determines in its reasonable judgment that it is not feasible for the Vertical Subdivision Plat to be approved and recorded prior to Closing, Seller shall prior to Closing cause a metes and bounds survey of each applicable portion of the Hotel to be prepared, and Closing shall occur based on such legal description. In such event Seller shall deliver a Plat Act Affidavit to the Title Insurer at Closing, and it shall be a condition precedent to Purchaser’s obligation to close that the Title Insurer agrees to issue the Title Policy based on such metes and bounds description.

Vertical Subdivision. For purposes of this Article 23, a “vertical subdivision” means the legal structure which vertically and horizontally divides the Improvements into parcels and shared facilities (common areas) by use of a master declaration. A parcel may consist of airspace legally described on a three dimensional basis and depicted on a survey or other graphic form. The vertical and horizontal boundaries of a parcel may change from level [elevation] to level. The parcels and shared facilities are then governed by a master declaration of covenants, restrictions and reciprocal easements. If Tenant creates a vertical subdivision of the Improvements, Tenant shall create and record a master declaration of covenants, restrictions and reciprocal easements (“Master Declaration”) defining each parcel and the shared facilities within the Improvements and governing such vertical subdivision; provided, however, that the form and substance of the Master Declaration shall be subject to the prior written approval of Owner, in its sole and absolute discretion. Tenant shall pay all reasonable costs of Owner’s review of the proposed Master Declaration, including, but not limited to reasonable fees and costs of Owner’s outside counsel. For purposes of this Lease, in the event of the creation of a vertical subdivision, the following terms and provisions shall apply to the vertical subdivision, and the Master Declaration shall so provide: (i) The vertical subdivision shall be limited to three (3) airspace parcels with separate metes and bounds legal descriptions using elevations (i.e. three- dimensional legal descriptions and/or three-dimensional survey) consisting of an office parcel, a retail parcel and a garage parcel. The garage parcel shall be the Garage, as defined in this Lease. (ii) Unless otherwise provided in the Master Declaration, the new Tenant (the “Vertical Subdivision Tenant”) shall be a newly created Florida not-for- profit property owners’ association, created to operate and maintain the vertically subdivided Improvements. The Master Declaration may provide, as agreed to by Owner and Tenant prior to the recording of the Master Declaration, that Rental and/or, if payable to Owner, Impositions shall be paid directly by each parcel owner to Owner, rather than to the Vertical Subdivision Tenant, in proportions reasonably acceptable to Owner; provided, however, that in no event shall the mechanism or procedure for the payment of Rental and/or Impositions, or any other amounts req...