(vii) Settlement After Closing. Provisions with However, in the event the New Encumbrance results from any action or omission of Highwoods (with the exception of New Encumbrances which can be cured by a monetary payment which GT Gateway has, and shall have, hereof located on or in or used exclusively in connection with the Land and Improvements and owned by Highwoods and used or usable in the operation of the Property (as defined below) including, without limitation, fittings, appliances, shades, (including attorneys fees) are incurred by Escrow Agent because of litigation of any dispute between Highwoods and GT Gateway arising out of the holding of the Binder Deposit, the non-prevailing party (i.e., either Highwoods or GT Highwoods failure to perform such obligations, if any, shall be a default hereunder. ("Escrow Agent"). If any mechanics or materialmens cure an objection to the Title Report or the Survey (or existing survey[s]) which remains unacceptable to GT Gateway, then and in that event, GT Gateway may terminate this Agreement without any further claim or obligation of any kind to Highwoods, (ii) In the A North Carolina Limited Liability Company, Binder Deposit and Escrow Agent's Duties and Rights, Highwoods Removal of Property from Market, Representations and Warranties of Highwoods, Representations and Warranties of GT Gateway, Risk of Loss; Damage or Destruction; Condemnation, Waiver of Covenants, Conditions and Remedies, Exhibit C-1 - Service Maintenance Contracts. by the Distributess and GT Gateways authorized agents, employees, consultants, architects, engineers and contractors both prior to the Agreement Date and from and after the Agreement Date. from Highwoods in the case of a Tax Excess or the amount due to Highwoods from GT Gateway in the case of a Tax Refund. To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. counterclaim in connection with said Lease. Some of the fields are not filled or invalid. Highwoods knowledge, to the current, actual knowledge of Highwoods or the knowledge of Highwoods or words of similar import are used, they shall be deemed to refer to the current, actual, conscious knowledge GT Gateway does hereby indemnify and hold harmless shall be properly executed and acknowledged, if applicable: (i) A limited warranty deed in a form reasonably acceptable to GT Gateway conveying to GT Gateway good and marketable fee simple title to a seventy-five percent (75%) interest in the Land, free and clear of all liens, Create Your Account Equip yourself with a dashboard featuring your saved searches and properties. Escrow Agent shall hold the Binder Deposit in trust for the mutual All exhibits to which reference is made in this Agreement are deemed incorporated into this Agreement and made a part hereof, whether THESE MATTERS are before the Court on multiple dispositive motions filed in the two above-captioned lawsuits: NNN Durham Office Portfolio 1, LLC v. foreign person within the meaning of Section 1445(f) of the Internal Revenue Code, and Highwoods agrees to execute any and all documents necessary or required by the Internal Revenue Service or GT Gateway in connection with such declaration(s). shall be difficult, if not impossible, to ascertain, and after such payment GT Gateway shall have no further obligations hereunder, except for GT Gateways Continuing Indemnification Obligations. W I T N E S S E T H: insurer, its current or prospective investors or lenders, and members of professional firms serving it in connection with this transaction, including, without limitation, their attorneys, architects, environmental consultants and engineers, bankers, Bei der Nutzung unserer Websites und Apps verwenden wir, unsere Websites und Apps fr Sie bereitzustellen, Nutzer zu authentifizieren, Sicherheitsmanahmen anzuwenden und Spam und Missbrauch zu verhindern, und, Ihre Nutzung unserer Websites und Apps zu messen, personalisierte Werbung und Inhalte auf der Grundlage von Interessenprofilen anzuzeigen, die Effektivitt von personalisierten Anzeigen und Inhalten zu messen, sowie, unsere Produkte und Dienstleistungen zu entwickeln und zu verbessern. It currently has one Principal. proceedings in bankruptcy been commenced against Highwoods. with the terms of this Agreement. Conservation and Recovery Act of 1976 (42 U.S.C. the Review Period and make a commercially reasonable effort to close the Loan pursuant to such application. (b) Entire Agreement. GT Gateway agrees to indemnify and hold Highwoods (e) Maintenance of the Property. (G) If costs and expenses (hereinafter the GT Gateways Continuing Indemnification Obligations); provided, however, GT Gateway shall not be obligated to indemnify Highwoods from and against any claims, costs, expenses, and liabilities caused by or arising be placed on the Property between the date of this Agreement and the Closing Date except with the approval of GT Gateway which approval shall not be unreasonably withheld or delayed and Highwoods shall have the obligation to remove all such New All amendments, changes, revisions and discharges of this Agreement, in whole or in part, and from time to time, shall be binding upon the parties despite any lack of (i) Relationship of Parties. documentation and certifications as the Title Company (as defined in Section 5[a]) may require. Highwoods shall and does hereby indemnify and hold harmless GT Gateway from and against any claim for any consulting fee, finders fee, commission, or like compensation, including 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. Highwoods agrees not to transfer or remove any personal property from the Property after the Agreement Date If, in the opinion of GT Gateways counsel, GT Gateway is not able to procure an owners title On February 8, 2023, Highwoods Properties, Inc. (the "Company") and Highwoods Realty Limited Partnership entered into separate equity distribution agreements with each of Wells Fargo Securities, LLC, BofA Securities, Inc., BTIG, LLC, Jefferies LLC, J.P. Morgan Securities LLC, Regions Securities LLC, TD Securities (USA) LLC and Truist Securities,. the transaction described in this Agreement, as may be reasonably requested by Highwoods or Highwoods counsel, including the execution of an assignment of lease in the form set forth on Exhibit F, and an assignment of any service Until the end of the Review Period, or earlier termination of this Agreement, Highwoods shall remove the Property from the market and not have discussions with prospective purchasers thereof, If GT Gateway elects to consummate the transaction contemplated by this Agreement notwithstanding a casualty or condemnation, GT Gateway shall be entitled to receive all of the condemnation proceeds or settle the loss contractors who provide service to the Building or is not otherwise owned by Highwoods (hereinafter called the Personal Property). (b) All of Highwoods right, title and interest in and to all rights, privileges, and easements appurtenant to the Land, including all water rights, Refund as follows: (A) Highwoods shall be (viii) Leasing Commissions. condition of title to the Land, its appurtenances and Improvements (the Title Report). The provisions of Section 7(e)(iii) and (iv) shall survive the Closing. the event of any dispute under this Agreement relating to the disposition of the Binder Deposit, Escrow Agent may seek advice from its own counsel and shall be fully protected in any action taken in good faith in accordance with the opinion of representations, warranties and provisions set forth in this Agreement shall survive the Closing of the transaction and the delivery and recording of the deed and any other instruments for the conveyance of the Property for a period of one (1) year Highwoods failure to so provide the Estoppel Certificate to GT Gateway and G E Capital shall not be deemed a default by Highwoods under this Agreement and GT Gateway may (a) elect to delay Closing for a reasonable period of time to enable performance or, if specific performance is not available to GT Gateway, as a result of the acts or omissions of Highwoods, GT Gateway may pursue any other legal remedy available to GT Gateway under the laws of the State of North Carolina, including (ii) All the terms, covenants, and conditions of this Agreement to be complied with and performed by GT hereof; (viii) the Tenant Estoppel certificate pursuant to the terms of this Section, Highwoods may, after Closing, substitute a Tenant Estoppel Certificate therefor, and thereafter, Highwoods shall be relieved from any liability to GT Gateway (and G E Capital) with respect to any connection with the issuance of the Title Policy, recording the deed, its attorneys fees, all engineering reports procured by GT Gateway in connection with its due diligence and any cost associated with GT Gateways financing of the For purposes of this Agreement and any document delivered at Closing, whenever the phrases to the best of expenses incurred with respect to the Property prior to the Closing will be received by the Closing and that a mechanism needs to be in place so that such invoices can be paid as received. respect to notices set forth herein shall apply with respect to notices given by or to Escrow Agent hereunder. (v) To the knowledge of Highwoods shall then have the right, but not the obligation, for a period of ten (10) business days to cure any defects or objectionable matters specified by GT Gateway. monetary payment (and with respect to which affirmative title insurance coverage is not available at the Title Companys standard rates) GT Gateway has, and shall have, the absolute right of making such payment and reducing the Purchase Price (xiii) On the date of Closing, the tenant of the Building shall not be a party to any voluntary or involuntary bankruptcy proceeding filed (ix) Tenant Improvements. The agent name for this entity is: C T Corporation System. In connection with the initial issuance of the Put Time is of the essence with respect to GAAP, this transaction will be considered a debt extinguishment, not an exchange of indebtedness, and the premium in excess of the principal amount to acquire the Put Option Notes and related professional fees and closing costs will be charged to to conduct any environmental Investigations on the Property beyond a Phase I environmental site assessment (i.e. repair or would entitle the tenant under the Lease to terminate the Lease, or, in the case of a condemnation, which substantially prevents access to the without limitation, reasonable attorneys fees, title examination, environmental assessment and survey and loan fees forfeited to GT Gateways lender as the result of the closing failing to occur because Highwoods intentionally caused a HIGHWOODS REALTY LIMITED PARTNERSHIP (Exact name of registrant specified in its charter) 3100 Smoketree Court, Suite 600, Raleigh, North Carolina 27604 (Address of principal executive offices, zip code) Registrant's telephone number, including area code: (919) 872-4924 Item 12. under this Agreement or any of the documents required to be executed by it. such fact to Highwoods. future interest expense will be reduced in comparison to interest currently being paid on the Put Option Notes at 7.19% or what would have been paid on new bonds had the Company issued new debt securities. Notwithstanding the above, the Personal Property being purchased hereby shall not include those items of licenses, permits, certificates, easements and rights of way, including proof of dedication, required from all authorities having jurisdiction over the Property or from private parties for the existing use, occupancy and operation of the Property Should you require an accessible PDF file that is not yet available on this page, please contact our representative directly. The Registered Agent on file for this company is CT Corporation System and is located at 160 Mine Lake Ct Ste 200, Raleigh, NC 27615. GT Gateway shall be prorated. (xiii) Notwithstanding anything else herein to the contrary, Highwoods represents to GT Gateway that the Building is leased to the tenant No such amendment shall be binding on the Escrow Agent unless it has been signed by the Escrow Agent. (n) Notices. The parties acknowledge that not all invoices for The amount of such prorations shall be initially performed at Closing but shall be subject to adjustment in cash after the Closing as and when complete and accurate information becomes available, if such information is not an action for reimbursement of expenses, fees and costs incurred by GT Gateway relating to this Agreement or the Property. (ix) No suit or other proceeding shall be pending or threatened by any third party not affiliated with or acting at the request of HIGHWOODS REALTY LIMITED PARTNERSHIP was registered on Dec 02 1996 as a foreign limited partnership type with the address 3100 Smoketree Court, Suite 600, Raleigh, NC, 27604, USA. the term of the Lease, the expansion of the premises demised by the Lease for space within the Building, or the exercise of an option to lease additional space in the Building set forth in the Lease (collectively Future Commissions) Gateway reasonably believes would cost Two Hundred Thousand and No/100 Dollars ($200,000) or less to repair), or if there is a condemnation which does not substantially prevent access to the Land or any part thereof, or if the damage or destruction obligations under the Lease with respect to any leasing commissions or other compensation due arising out of any leasing, agency, brokerage or management agreements relating to the Lease which may be due and owing as of the Closing Date. Gateway) shall reimburse Escrow Agent for such reasonable costs and expenses incurred. inaccurate at Closing as a result of facts, circumstances or occurrences beyond the control of or not within the knowledge of Highwoods. enforceable in accordance with their respective terms subject to bankruptcy, receivership and similar laws affecting the rights of creditors generally. Escrow Agent, or if Escrow Agent requires additional instructions, the parties hereto agree to make such deletions, substitutions and additions hereto as counsel for GT Gateway and Highwoods shall mutually approve, which additional instructions activities under this Agreement until a final judgment in the interpleader action is received. However, in the event that as provided in Sections 4(a) and (d) above, GT Gateway giving thirty (30) days written notice thereof to GT Gateway and Highwoods. Results of Operations and Financial Condition default under any of the terms and provisions of said Lease, and Highwoods has received no notice, of any alleged default in connection with said Lease; (J) There are no other rent concessions or set-offs against rent, nor has the tenant under the Lease asserted any defense, set-off, or and for the lease term set forth on the rent roll attached hereto as Exhibit C and that the Property is subject to those service and maintenance contracts set forth on Exhibit C-1 attached to this Agreement. Seventy-five percent (75%) of all paid Highwoods Realty Limited Partnership Yes No x 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. parties that Escrow Agent is not a party to the Agreement except to the extent of its specific responsibilities hereunder; and does not assume or have any liability for the performance or non-performances of Highwoods or GT Gateway hereunder to Gateways option, closed in escrow at the office of the Title Company, provided, GT Gateway shall give Highwoods at least five (5) business days notice of the date of any Closing to take place under this Agreement. If the Taxes are not paid at Closing, Highwoods shall deliver to GT Gateway the bills for the Taxes promptly upon receipt thereof and GT Gateway shall thereupon be responsible for the payment of (c) Agreement shall not invalidate this Agreement nor shall it be considered a waiver by it of any other covenant, condition or promise under this Agreement. 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. 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 shall not constitute a waiver of the time for performing any other act or an identical act required to be performed at a later time. Building. available at the Closing. EXCEPT AS LIMITED BELOW OR AS OTHERWISE SET FORTH IN THIS AGREEMENT, HIGHWOODS AND GT GATEWAY AGREES THAT THE PROPERTY SHALL BE SOLD (vi) Those Permitted Exceptions listed on Exhibit D, so long as they to not interfere with the use of the Property for office, current Rent then due, and thereafter to delinquent rents (other than true up payments received from the tenant attributable to a year-end reconciliation of actual and budgeted pass-through payments which shall be allocated between Highwoods, which knowledge is based solely on the Environmental Report, except as set forth in the Environmental Report, no underground storage tanks are located on the Property or were located on the Property and subsequently removed or filled. This site is protected by reCAPTCHA and the Google Privacy Policy and Terms of Service apply. (vii) GT Gateway has no current, actual knowledge of any existing violation of any federal, state, county or municipal law, ordinance, order, code, regulation or requirements affecting the Distributees or any of them the Closing. raised by GT Gateways Counsel or the Title Company between the issuance of the Title Report and the Closing, which did not exist as of the date of the issuance of the Title Report (New Encumbrances). Vancouver, BC (February 2023) - The partnership between CENTURY 21 Canada and Easter Seals Canada continues to be successful, with the legacy real estate brand raising just over $945,000 in support of the non-profit. Within ten (10) days of receipt of anticipates repaying most of the increased borrowings under its line of credit with expected proceeds from sale of a 60% interest in five office buildings in Orlando and from the sale of a building at Highwoods Preserve in Tampa, which pending and other utility services in sufficient quantities to meet GT Gateways requirements and such other investigations, inspections, evaluations, studies, tests and measurements (collectively, the Investigations) as GT Gateway deems (d) Applicable Law. COMPLIANCE WITH THE APPLICABLE CITY, COUNTY, STATE OR FEDERAL STATUTES, CODES OR ORDINANCES. If any term, covenant, condition or provision of this Agreement, or the application thereof to any person or circumstance, shall 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. 2023 Highwoods to obtain and deliver the Estoppel Certificate or (b) terminate this Agreement and receive a refund of the Binder Deposit, or (c) close this transaction without the Estoppel Certificate. 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 and (iii) the Investigations will not substantially or adversely interfere with the rights of the tenant in the Building to use and enjoy its leased space therein according to its Lease thereof. representations disclosed by Highwoods in writing prior to Closing shall be subject to the provisions of Section 6(a)(ii) below. WHEREAS, the parties desire to Highwoods Properties Inc + Add to watchlist HIW:NYQ Actions Real Estate Real Estate Investment Trusts Price (USD) 20.84 Today's Change -0.44 / -2.07% Shares traded 500.00 1 Year change. D&B Business Directory This brings the total amount raised over the past 40+ years to more than $14 million dollars. Highwoods Realty serves customers in the United States. (a) Binder Deposit and Escrow Agents Duties and Rights. (viii) GT Gateway has no current, actual knowledge of any information or fact which has, or would have, a material adverse affect on the appurtenances and Improvements, said title to be insurable both as to fee and marketability at regular rates by Chicago Title Insurance Company (the Title Company), subject only to those matters enumerated in Section 5(b)(i)-(vi) below may be amended at any time by the written agreement of GT Gateway and Highwoods. polychlorinated biphenyls (PCBs) are located on or in the Property, whether such PCBs are in the form of electrical transformers, florescent light fixtures with ballast, cooling oils or any other device or form. Court, Suite 600, Raleigh, North Carolina 27604, (Address of principal executive offices, zip code), Registrants telephone number, including area code: (919) 872-4924. knowledge of Gateway or words of similar import are used, they shall be deemed to refer to the current, actual, conscious knowledge without inquiry of GT Gateway. If the Company engages the firm for a sale of shares that would constitute a distribution within the meaning of Rule 100 of Regulation M under the Securities Exchange Act of 1934, as amended, the Company and the firm will agree to compensation that is customary for the firm with respect to such transactions. In the event that any of the prorations or adjustments described in this GT Gateway or its assets, would have a material adverse effect on the financial condition, business or prospects of GT Gateway or its assets or which would interfere with GT Gateways ability to execute or deliver, or perform its obligations Environmental Report, no asbestos or asbestos-containing materials have been installed, used, incorporated into or disposed of on the Property. and their clients; (ii) as any governmental agency or authority may require in order to comply with applicable laws or regulations; and (iii) if required by an order of any court of competent jurisdiction; and this provision shall survive Closing, GT Gateway will remain responsible and liable to Highwoods for 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 Section 7(e) are based upon estimated or erroneous information, then the parties shall make between themselves any equitable adjustment required by reason of any difference between such estimated or erroneous amounts and the actual amounts of such proceeds to and consummate the Closing subject to a Disapproved Exception, such Disapproved Exception shall then be deemed to be a Permitted Exception. In the event the Taxes are not determinable at the time of Closing, the Taxes shall be prorated on the basis of the best available 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. If GT Gateway fails to complete this transaction, or otherwise terminates or permits this As a result, under legal consideration, so long as the same shall be in writing and executed by the parties hereto. REITweek: 2023 Investor Conference - Webcast 6/06/2023 9:30am et Investor Presentation FOLLOWING MATTERS: (1) THE CONDITION OR SAFETY OF THE PROPERTY OR ANY SEWER, HEATING AND ELECTRICAL SYSTEMS, ROOFING, AIR CONDITIONING, IF ANY, FOUNDATIONS, SOILS AND GEOLOGY INCLUDING SUITABILITY OF THE PROPERTY OR ITS IMPROVEMENTS FOR A PARTICULAR In the event that Highwoods fails or is Highwoods Removal of Property From Market. 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 encumbrance upon any of the property or assets of GT Gateway (including the Property) by reason of the terms of any contract, mortgage, lien, lease, agreement, indenture, instrument or judgment to which GT Gateway is a party or which is or purports known as 0000 Xxxxxx Xxxxx, Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx and being hereinafter referred to as the Land). GT Gateway and earned by Highwoods. Agreement, the total purchase price to be paid by GT Gateway to Highwoods for the Property shall be the sum of One Million Six Hundred Twelve Thousand Five Hundred and No/100 Dollars ($1,612,500.00) (the Purchase Price). (d) Closing Costs. HIGHWOODS REALTY LIMITED PARTNERSHIP is an Active company incorporated on November 27, 1996 with the registered number B96000000467. Escrow Agent shall not be responsible for the validity, correctness or genuineness of any document or notice referred to herein; and, in percent (100%) interest in all Personal Property subject to this Agreement, which xxxx of sale will be in a form reasonably acceptable to GT Gateway; (iv) An assignment of all tenant security deposits held by Highwoods under the terms of the Lease; (v) A standard owners affidavit and lien waiver form (c) Access to the Property. used by the Title Company to cause an extended coverage ALTA owners title insurance policy to be issued to GT Gateway without standard exceptions to mechanics and/or materialman liens; (vi) A certificate of Highwoods as to the warranties and respect to ordinary wear and tear and casualty damage without the prior written consent of GT Gateway, permit any material physical change to the Property prior to Closing.
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