Examples of Westward Ho Site in a sentence
Coast further acknowledges, represents and warrants that Xxxxxx'x has made and is making no statements, representations or warranties whatsoever with respect to its rights to acquire the Ribbon Property or the Westward Ho Site except as set forth in this Agreement (including any exhibits or schedules attached hereto).
The Xxxxxx'x 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.
Until the Closing Date, Xxxxxx'x 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.
If any further action is necessary after the Closing to carry out the purposes of this Agreement or (a) to vest Xxxxxx'x or its designee with full title to the Barbary Coast Acquired Assets, (b) for the assumptions by Xxxxxx'x of the Xxxxxx'x Assumed Liabilities, or (c) to vest Coast or its designees with full title to the Ribbon Property or the Westward Ho Site, Xxxxxx'x and Coast and their respective Affiliates shall take all such actions to the extent reasonable.
Coast acknowledges, represents and warrants that the Ribbon Property and the Westward Ho Site are being conveyed "as-is, where-is" and that Xxxxxx'x has made and is making no statements, representations or warranties whatsoever with respect to the Ribbon Property or the Westward Ho Site.
For the avoidance of doubt, the parties acknowledge that no such fire, casualty or other occurrence at the Ribbon Property or Westward Ho Site shall give rise to any termination rights hereunder.
Coast acknowledges and agrees that Xxxxxx'x has not, does not and will not make any representation or warranty with regard to compliance with any environmental protection, pollution or land use Laws, including but not limited to, those pertaining to the handling, generating, treating, storing or disposing of any Hazardous Materials with respect to the Ribbon Property or the Westward Ho Site.
Coast shall bear (i) the cost of recording the Barbary Coast Deed, (ii) the cost of standard (CLTA) coverage of Xxxxxx'x 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.
Xxxxxx'x shall assign to the other such entity the Westward Ho Acquisition Agreement, and such entity shall close the acquisition of the Westward Ho Site (provided that such agreement shall not have been terminated and all closing conditions thereto are satisfied) pursuant to the terms thereof (such entity is "Xxxxxx'x XX SPE").
As a result of the acquisition of Xxxxxx'x SPE Ownership Interest, Coast shall indirectly assume all Liabilities relating to the Xxxxxx'x 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").