Certain Real Estate Matters. There are no pending real estate tax abatement actions or proceedings, there is no unrepaired casualty damage to the Premises and there are no pending or, to the best of Seller's knowledge, threatened eminent domain or condemnation proceedings, with respect to the Premises. The Premises are each located on separate and independent tax parcels.
Certain Real Estate Matters. (a) As contemplated by Section 20(b) hereof and the Partition Agreement, the LSPA and the Land Lease and Easement Agreement, Purchaser and Seller have agreed upon resolutions related to the Real Estate Matters. As defined herein, the “
Certain Real Estate Matters. (a) The Company shall, and shall cause AG LLC to, reasonably cooperate with Acquiror to attempt to obtain new owner’s policies of title insurance (ALTA 2006 form) for each parcel of Owned Real Property issued by the Title Insurer.
Certain Real Estate Matters. 99 ARTICLE VI -- TAX MATTERS
Certain Real Estate Matters. Upon the request of Buyer, --------------------------- DuPont and Buyer shall use their good faith efforts for a period commencing on the date of this Agreement and expiring on the first (1st) anniversary of the date of this Agreement, to negotiate a commercially reasonable purchase agreement with respect to the purchase by Buyer of not less than fifteen (15) and no more than forty (40) acres owned by DuPont or a Subsidiary of DuPont located adjacent to the facility owned by DDI and located in Manati, Puerto Rico; provided, however, nothing contained herein shall be deemed to require -------- ------- DuPont or such Subsidiary to consummate such purchase and sale or to incur any cost or expense in connection therewith and the failure to so consummate such purchase and sale shall not affect the rights and the obligations of the parties hereunder.
Certain Real Estate Matters. Prior to the Closing, Leucadia and the Seller shall cause the Company and its Subsidiaries to (i) renew the Leases set forth on Schedule 7.7(a), (ii) allow the Leases set forth on Schedule 7.7(b) to expire in accordance with their terms and (iii) terminate the intercompany leases set forth on Schedule 7.7(c), in the case of clauses (ii) and (iii), with no liability or obligation on the part of the Company, the Retained Subsidiaries, the Buyer or Xxxxx 0, except as therein provided.
Certain Real Estate Matters. Columbia/HCA shall, to the fullest extent permitted by law, indemnify and hold harmless each of the LifePoint Indemnitees from and against any and all Losses which are actually incurred by the LifePoint Indemnitees within one year after the Distribution Date and which Losses arise from (i) the failure of the LifePoint Group to have, on the Distribution Date, good indefeasible fee title to, or a valid leasehold interest in, as applicable, the LifePoint Real Property free and clear of any and all Liens on and as of the Distribution Date except LifePoint Permitted Exceptions, (ii) any matter (not constituting a LifePoint Permitted Exception) that would be reflected on a current survey of the LifePoint Real Property as of the Distribution Date, which materially and adversely affects the LifePoint Group Business (taken as a whole), and (iii) an incorrect legal description of the LifePoint Real Property as of the Distribution Date that materially and adversely affects the LifePoint Group Business (taken as a whole). Columbia/HCA shall, to the fullest extent permitted by law, indemnify and hold harmless each of the Triad Indemnitees from and against any and all Losses which are actually incurred by the Triad Indemnitees within one year after the Distribution Date and which Losses arise from (i) the failure of the Triad Group to have, on the Distribution Date, good indefeasible fee title to, or a valid leasehold interest in, as applicable, the Triad Real Property free and clear of any and all Liens on and as of the Distribution Date except Triad Permitted Exceptions, (ii) any matter (not constituting a Triad Permitted Exception) that would be reflected on a current survey of the Triad Real Property as of the Distribtion Date, which materially and adversely affects the Triad Group Business (taken as a whole), and (iii) an incorrect legal description of the Triad Real Property as of the Distribution Date that materially and adversely affects the Triad Group Business (taken as a whole).
Certain Real Estate Matters. The Company shall use its commercially reasonable efforts to, as promptly as practicable following the date hereof, take such actions as are necessary to: (a) cause the term of the Company’s lease of the 315 Nxxxxxx Premises to be extended to March 31, 2023 by executing (i) the Nxxxxxx Lease Termination, and (ii) the New Nxxxxxx Lease; provided that in no event shall the Company agree to amend or modify in any material way any other term of the Existing Nxxxxxx Lease (other than as provided in the forms of the Nxxxxxx Lease Termination and the New Nxxxxxx Lease attached hereto as Exhibit H and Exhibit I, respectively) or the form of the New Nxxxxxx Lease without the prior written consent of the Buyer; (b) if the Nxxxxxx Lease Termination and the New Nxxxxxx Lease are not executed prior to the Closing, otherwise extend the term of the Company’s lease of the 315 Nxxxxxx Premises to March 31, 2021; provided, that in the event any cash payments are made to the landlord in order to obtain such extension (whether pursuant to clause (a) or (b)), and the amount of any such payments is previously agreed in writing by the Buyer or otherwise expressly provided in the forms of the Nxxxxxx Lease Termination and the New Nxxxxxx Lease attached hereto as Exhibit H and Exhibit I, respectively, then the amount of such payments shall be deemed to be, and shall be added to the balance of, Closing Date Cash for the purposes of calculating the Purchase Price; and (c) amend the underlying Real Property Lease relating to the Subleased Premises, to permit that the Subleased Premises be used for (i) [***] and (ii) [***]. Table of Contents THIS EXHIBIT HAS BEEN REDACTED AND IS THE SUBJECT OF A CONFIDENTIAL TREATMENT REQUEST. REDACTED MATERIAL IS MARKED WITH [***] AND HAS BEEN FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
Certain Real Estate Matters. Sellers shall reasonably cooperate in assisting Buyer with obtaining estoppel certificates from tenants or landlords at any one or more of the Owned Real Property or the Leased Real Property. Prior to the Closing, Sellers shall enter into an Amendment to Sublease with Dedham Xxxxxxxx Realty LLC correcting the legal description.
Certain Real Estate Matters. 43 SECTION 7.8. Commercially Reasonable Efforts...................................................44
