Ribbon Property definition
Examples of Ribbon Property in a sentence
If any further action is necessary after the Closing to carry out the purposes of this Agreement or (a) to vest ▇▇▇▇▇▇'▇ or its designee with full title to the Barbary Coast Acquired Assets, (b) for the assumptions by ▇▇▇▇▇▇'▇ of the ▇▇▇▇▇▇'▇ Assumed Liabilities, or (c) to vest Coast or its designees with full title to the Ribbon Property or the Westward Ho Site, ▇▇▇▇▇▇'▇ and Coast and their respective Affiliates shall take all such actions to the extent reasonable.
If Coast desires not to terminate the Underlying Agreement, Coast shall be obligated to accept the Underlying Agreement as modified, and to accept the Ribbon Property and Westward Ho Site as modified, and any such modification, change or proceeding shall not give rise to any termination rights hereunder, nor shall it be the basis for the failure of any Coast's Closing Condition hereunder.
The ▇▇▇▇▇▇'▇ Affiliate that is, for federal income tax purposes, the owner of the Ribbon Property and the Westward Ho Site is not a "foreign person" within the meaning of Section 1445 of the Code.
All amounts spent by ▇▇▇▇▇▇'▇ for due diligence investigations of the Ribbon Property and/or the Westward Ho Site shall be paid by ▇▇▇▇▇▇'▇.
Until the Closing Date, ▇▇▇▇▇▇'▇ shall bear the risk of any loss or damage to the Ribbon Property and the Westward Ho Site from fire, casualty or other occurrence and Coast shall bear such risk with respect to the Ribbon Property and the Westward Ho Site on and after the Closing Date.
The Westward Ho Deed and the Ribbon Property Deed shall have been recorded or shall be recorded upon release of Escrow.
The Title Company shall have delivered, or be irrevocably committed to deliver, to the ▇▇▇▇▇▇'▇ Ribbon SPE an ALTA (Form 1992) Owner's Policy of Title Insurance with extended coverage and such endorsements thereto in the form of the Ribbon Property Pro Forma Title Policy attached hereto as Exhibit "R" (without material changes) (the "Ribbon Property Title Policy").
Coast shall bear (i) the cost of recording the Barbary Coast Deed, (ii) the cost of standard (CLTA) coverage of ▇▇▇▇▇▇'▇ Title Policy, (iii) the cost of all premiums, including without limitation, ALTA and extended coverage, and any endorsements required for the Underlying Property Title Policies, as Coast shall determine in its sole discretion, and (iv) the cost of all other due diligence investigations on the Ribbon Property and the Westward Ho Site undertaken by Coast.
The parties hereto agree that the Barbary Coast Real Property, the Ribbon Property and the Westward Ho Site are each a unique asset and that damages suffered by ▇▇▇▇▇▇'▇ or Coast as a result of a breach of this Agreement by the other party would be impracticable to determine.
As a result of the acquisition of ▇▇▇▇▇▇'▇ SPE Ownership Interest, Coast shall indirectly assume all Liabilities relating to the ▇▇▇▇▇▇'▇ SPEs and the Ribbon Property and the Westward Ho Site arising out of, or relating to events or occurrences happening from and after the Closing (the "Coast Assumed Liabilities").