other shall be given in writing by personal delivery, overnight courier service, certified mail, return receipt requested, or by telecopy followed by next day delivery of a hard copy to the address set forth below for the respective parties. Gateway relating to this Agreement or their due diligence on the Property, provided such fees and costs shall not exceed Fifty Thousand and No/100 Dollars ($50,000), plus the amount of any fees forfeited by G-T Gateway to its lender as the result of period prior to the Closing and that were not apportioned at Closing, GT Gateway shall submit to Highwoods a copy of such invoice with such additional supporting information as Highwoods shall reasonably request. the current, actual knowledge of GT Gateway, there is no existing or threatened legal action or governmental proceedings of any kind involving GT Gateway, any of its assets or the operation of any of the foregoing, which if determined adversely to and materials furnished to or for the benefit of the Property have been or will be paid in full by Closing, and there are no mechanics liens or materialmens liens on or affecting the Property. do so until allowed under the Lease), provided Highwoods must furnish to GT Gateway all applicable information regarding the amount of pass through operating expenses to be paid by the tenant under the Lease for the calendar year 2004. no sampling, drilling, etc.) (vii) Settlement After Closing. GT Gateway and Highwoods shall furnish to the Escrow Agent written instructions for the release of the escrow funds and escrow documents in such event. (h) (H) Escrow Agents address for purpose of mailing or delivering documents and Because the interest rate on the line of credit is based on LIBOR and is currently under 2.5%, the Company anticipates that HIGHWOODS REALTY LIMITED PARTNERSHIP is a North Carolina Domestic Limited Partnership filed on March 24, 1994. bureau having jurisdiction over the conditions related to such Violations of Law after the end of the Review Period that Highwoods is unable or unwilling to The obligations of Highwoods under this Agreement are subject to the satisfaction of each of the following conditions on or before the Closing Date, any of which may be waived by AGREEMENT TO MAKE PARTNERSHIP DISTRIBUTION. All notices of (75%) of all obligations to pay leasing commissions due from and after the Closing Date of this Agreement as the result of the execution of a new lease of the Building after the date hereof, the result of the renewal of the Lease, the extension of Notwithstanding the foregoing, GT Gateway shall have no claim against Highwoods for any representation or warranty which, although true upon the execution hereof, is untrue or likely to be contaminated by hazardous or toxic waste, substances or materials (including but not limited to, asbestos, PCBs or petroleum products) as defined under any applicable federal, state or local laws, statutes, orders, rules, the Building, the provisions of Section 5(f) of this Agreement shall apply. HIGHWOODS REALTY LIMITED PARTNERSHIP (SAM# LFXSWDH557Z4) is an entity registered with U.S. General Services Administration (GSA), System for Award Management (SAM). assets of the trust consist of, among other things, $100.0 million of Exercisable Put Option Notes due June 15, 2011 (the Put Option Notes), issued by the Operating Partnership. (iii) All of Highwoods obligations hereunder shall have been performed with regard to the Property. It currently has one Principal. Highwoods Realty Limited Partnership (SAM# R9JJCWP6LEC3) is an entity registered with U.S. General Services Administration (GSA), System for Award Management (SAM). to be owed in connection with new leases of the Building executed after the date hereof or the result of the renewal of the Lease, the extension of the term of the Lease, the expansion of the premises demised by the Lease to space within the contemplated hereby will constitute or result in a violation or breach by Highwoods of any judgment, order, writ, injunction or decree issued against or imposed upon it, or will result in a violation of any applicable law, order, rule or regulation AGREEMENT OF PURCHASE AND SALE. enter into an agreement of purchase and sale to incorporate all prior negotiations and dealings of the parties with respect to the transaction contemplated hereby. Provided Highwoods makes a reasonable effort to obtain the Estoppel Certificate, and if the G E Capital will not accept a Highwoods estoppel certificate, After Closing, upon receipt by GT Gateway of an invoice for the Propertys operating expenses that are attributable in whole or in part to a Find company research, competitor information, contact details & financial data for Highwoods Realty Limited Partnership of Nashville, TN. (Escrow Agent). We have served as special counsel to Highwoods Properties, Inc., a Maryland corporation (the "Company"), and Highwoods Realty Limited Partnership, a North Carolina limited partnership (the "Operating Partnership") in connection with the Registration Statement on Form S-3 (the "Registration Statement"), to be filed on the date hereof by the Company and the Operating Partnership with . (iii) The representations and warranties of GT Gateway contained in this Agreement shall be true and correct in all respects at and as of All the Review Period and make a commercially reasonable effort to close the Loan pursuant to such application. objected to by GT Gateway or waived by GT Gateway in accordance with Section 4(a) hereof. 9601 et seq., as amended, or by any regulations promulgated thereunder; (ii) any hazardous waste, underground storage tanks, petroleum, regulated substance, or used oil as defined by the Resource conditions, save and except the Permitted Exceptions, and the Building or other improvements on the Property shall not encroach upon any land adjoining the Property, except for encroachments of asphalt paving over utility easements. David Westin speaks with top names in finance about the week's biggest issues on Wall Street. For purposes of this Agreement and any document delivered at Closing, whenever the phrases to the best of GT Gateways knowledge, to the current, actual knowledge of GT Gateway or the available at the Closing. remediate any environmental contamination on the Land discovered by GT Gateway or GT Gateways engineers. insurance commitment from the Title Company prior to Closing, complying with the requirements of this Xxxxxxx 0, XX Xxxxxxx shall have the option of taking title as is and consummating the Closing, or terminating this Agreement. (iv) GT Gateway acknowledges that all information with respect to the Property furnished to GT Gateway or discovered by GT Gateway during casualty or condemnation, the Xxxxxxx Money plus any interest earned thereon shall be returned to GT Gateway by the Escrow Agent, in which event this Agreement shall, without further action of the parties, become null and void and neither party commercially reasonable efforts to resolve such objection to GT Gateways satisfaction provided the cost of such resolution does not exceed Twenty-Fifty Thousand and No/100 Dollars ($25,000). (collectively, Service/Equipment Contracts) affecting the construction, use, ownership, maintenance or/or operation of the Property that will During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents correct in all material respects as of the date hereof and, if Highwoods believes such representations and warranties continue to be true at Closing, Highwoods shall deliver to GT Gateway at Closing a certificate certifying that they are still true, The Company also had disclosed that it anticipated such transactions would be accounted for as In the event GT Gateway properly and timely terminates this Agreement pursuant to this contracts related to the Property, either independently or through agents and experts of GT Gateways choosing. Land from Highwoods to GT Gateway and in all other documents related to this transaction which require a legal description [including, without limitation, such description as is required for the Title Policies described under Section 5(a)]. with the terms of this Agreement. condition that GT Gateway maintains the confidentiality thereof. To the current, actual knowledge of GT Gateway, none of the foregoing requires any action by or in respect of, or filing with, any governmental body, agency or official or contravenes or expenses incurred by GT Gateway related to this Agreement and the Property. Highwoods Realty Limited Partnership is a real estate investment trust that provides leasing, management, development, construction and other customer-related services for its properties and. proceedings in bankruptcy been commenced against Highwoods. the Closing Date with the same force and effect as though such representations and warranties had been made as of the Closing Date, except for any changes which have been disclosed to Highwoods in writing and expressly approved or waived by Time is of the essence with respect to FOR A PARTICULAR PURPOSE (BUT SPECIFICALLY EXCLUDING THE LIMITED WARRANTY OF TITLE TO BE GIVEN IN THE DEED FROM HIGHWOODS TO GT GATEWAY), AND HIGHWOODS DOES HEREBY DISCLAIM AND RENOUNCE ANY SUCH REPRESENTATION OR WARRANTY. shall not substantially alter the terms of this Agreement unless otherwise expressly agreed to by Highwoods and GT Gateway. the event Highwoods fails to deliver the SNDA to GT Gateway and/or its lender as required above, GT Gateway may (a) elect to delay Closing for a reasonable period of time to enable Highwoods to obtain and deliver the SNDA or (b) terminate this (B) No rents or leases have been assigned by Highwoods. or guaranties of such Lease, (vi) all income and expense records related to the Property for the year 2003 and 2004; and (vii) a current rent roll of the (F) The Escrow Agent may in its sole discretion resign by disagreement. Gateway, as applicable, when paid by the tenant under the Lease. The parties acknowledge that not all invoices for Item 9.01. have been, duly executed and delivered by GT Gateway. interpretation of this Agreement, or about their respective rights and obligations, or the propriety of any action contemplated by Escrow Agent, Escrow Agent may, but shall not be required to, file an action in interpleader to resolve the HIGHWOODS REALTY LIMITED PARTNERSHIP in Lawrenceville, GA | Info Company Information Sponsored Links Company Contacts HIGHWOODS PROPERTIES, General Partner 3100 Smoketree Courtsuite 600 Raleigh, NC 27604 Reviews Write Review There are no reviews yet for this company. Yes No Highwoods Realty Limited Partnership Yes No The aggregate market value of shares of Common Stock of Highwoods Properties, Inc. held by non-affiliates (based upon the closing sale price on the New York Stock There is no public trading market for the Common Units of Highwoods Realty Limited Partnership. Highwoods, in Highwoods sole discretion. to conduct any environmental Investigations on the Property beyond a Phase I environmental site assessment (i.e. seventy-five percent (75%) interest in the Land, the Improvements and the Lease (defined in Sections 2(a), 2(c) and 2(e) below), and all of the Personal Property and intangibles described in Sections 2(d) and 2(e) below. (e) All of Highwoods machinery and built-in appliances used in connection with the. 2023 (viii) No order, writ, injunction or decree shall have been entered and be in effect by any court of competent jurisdiction or any governmental authority, and no statute, rule, regulation or other requirement shall contracts related to the Property, including any warranties or guaranties, a list of which shall be attached hereto as Exhibit C-1, (iii) all title information related to the Land in Highwoods possession or available to Highwoods GT Gateway may, at or prior to Closing, notify Highwoods in writing (the Gap Notice) of any objections to title HEREIN GT GATEWAY IS RELYING SOLELY UPON ITS OWN INSPECTION OF THE PROPERTY WITH REGARD TO THE ABOVE-REFERENCED MATTERS, AND NOT UPON ANY REPRESENTATIONS MADE BY HIGHWOODS OR HIGHWOODS AGENTS RELATED TO THE ABOVE-REFERENCED MATTERS. GT Gateway does not assume any obligation under any Service Contracts not expressly assumed by GT basis at the Closing and will be subject to final adjustment in accordance with this Section 7(e). such breach or terminate this Agreement and Highwoods shall reimburse GT Gateway for GT Gateways out-of-pocket expenses incurred in negotiating this Agreement and conducting its review of the Property and preparation for Closing (including, The obligation of GT Gateway to court or authority seeking to restrain or prohibit or declare illegal, or seeking substantial damages against Highwoods in connection with the transactions THE BUILDING IS STRUCTURALLY SOUND, IN GOOD CONDITION, OR IN. contractors who provide service to the Building or is not otherwise owned by Highwoods (hereinafter called the Personal Property). Headings used in this Agreement federal, state or municipal or other governmental department, commission, board, bureau or instrumentality is necessary to make this Agreement a valid instrument binding upon Highwoods in accordance with its terms; (x) Highwoods is a limited partnership duly organized,
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