to become untrue, GT Gateway shall have the right to proceed with Closing and decrease the amount of the Purchase Price by the amount necessary to remedy 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. to conduct any environmental Investigations on the Property beyond a Phase I environmental site assessment (i.e. In connection with the initial issuance of the Put (B) Escrow Agent may act in reliance upon any writing or instrument or signature which it, in good faith, which are transferred to GT Gateway at the Closing and annual permit and inspection fees shall be apportioned between Highwoods and GT Gateway at the Closing. received by GT Gateway from the tenant owing past due or delinquent rents exceed the sum of the aggregate rents and other sums payable by such tenant for periods from and after the Closing Date to the date of receipt, and then only if Highwoods has shall have any rights or obligations under this Agreement, except for GT Gateways Continuing Indemnification Obligations. Create Your Account Equip yourself with a dashboard featuring your saved searches and properties. Subject to Section 4(f) of this Agreement, Highwoods shall give GT Gateway and its (G) If costs and expenses Highwoods Properties, (866) 449-6637 representation or warranty made by it herein to be untrue at closing). (B) Highwoods shall not, without Distributees consent, negotiate or enter into any new service or other contract affecting the Property which cannot be terminated without cost to GT Gateway on or before the (iii) Rents. The Company All Service Contracts that are not assumed by GT Gateway shall be terminated at or before Closing. assignments of claims and other similar items, and GT Gateway shall receive a credit at Closing for the amount of any deductible under Highwoods insurance policies. GT Gateway shall determine from the Environmental Assessment and from such other information available to GT Gateway, in its sole discretion, whether or not the Property is Allied Properties REIT Real Estate Toronto, Ontario 14,819 followers To make a continuous contribution to cities and culture that elevates and inspires the humanity in all of us. shall reasonably require or shall be anticipated by the terms hereof. 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. THESE MATTERS are before the Court on multiple dispositive motions filed in the two above-captioned lawsuits: NNN Durham Office Portfolio 1, LLC v. Xxxxxxxx, P.A. Highwoods Realty Limited Partnership has a BuildZoom score of 90, which places them above 47% of 101,103 contractors in North Carolina. (d) Representations and Warranties of GT Gateway. At YE 2020, Highwoods Properties' effective leverage (debt + preferred as a % of gross assets) was 38.2% and net debt + preferred to EBITDA was 5.2x. Headings used in this Agreement HIGHWOODS REALTY LIMITED PARTNERSHIP, as Highwoods. 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 The company id for this entity is K636127. Agreement and receive a refund of the Binder Deposit, or (c) close this transaction without the SNDA. shall be paid to GT Gateway by Highwoods at the Closing, by wire transfer of immediately available federal funds, of which the Binder Deposit shall During the period after Closing, GT Gateway shall deliver to Highwoods any and all rents 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. If any mechanics or materialmens In the event that contamination or any other adverse environmental condition is found to likely exist at the Property, or in the event that such Environmental Assessment recommends additional testing and Highwoods 1. The promises, terms, conditions, anticipated or in existence with respect to the Property. This Agreement shall be (b) Initial Delivery of Documentation. EXCEPT FOR HIGHWOODS 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 condition that GT Gateway maintains the confidentiality thereof. Time is of the essence with respect to 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. 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 Find company research, competitor information, contact details & financial data for Highwoods Realty Limited Partnership of Raleigh, NC. (h) 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. (xv) Such other matters as either GT Gateway or Highwoods In the event GT Gateway properly and timely terminates this Agreement pursuant to this (a) Binder Deposit and Escrow Agents Duties and Rights. (d) Applicable Law. Vice President, Chief Financial Officer and Treasurer. Accordingly, GT Gateway shall, and shall cause their employees, and, their agents, contractors and. Building or the exercise of a n option to lease additional space in the Building set forth in the Lease occurring after the date hereof, which costs shall include, but not be limited to, all sums expended by Highwoods for such tenant improvement For the purposes of this Section 5(c)(v), hazardous substances shall include (i) hazardous substances as defined in the Comprehensive Environmental Response Compensation and Liability Act of RALEIGH, N.C., July 30, 2020 (GLOBE NEWSWIRE) -- Highwoods Properties, Inc. (NYSE: HIW) (the "Company") announced today that Highwoods Realty Limited Partnership, the operating partnership. Information@highwoods.com. 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. 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 Estoppel Certificate, and if G E Capital will not accept the SNDA provided by the tenant of the building, Highwoods failure to so provide an SNDA acceptable to G E Capital shall not be deemed a default by Highwoods under this Agreement. In the event that, after Closing, Highwoods receives any payments of rent or other sums due from (a) Date. This Agreement does and will, and the documents required to be executed by At the time of the execution of this Agreement or within five (5) business days thereafter, Highwoods shall To ensure our website performs well for all users, the SEC monitors the frequency of requests for SEC.gov content to ensure automated searches do not impact the ability of others to access SEC.gov content. Otherwise, the Binder Deposit shall be delivered by Escrow Agent to Highwoods or refunded by Escrow Agent to GT Gateway in accordance Unauthorized attempts to upload information and/or change information on any portion of this site are strictly prohibited and are subject to prosecution under the Computer Fraud and Abuse Act of 1986 and the National Information Infrastructure Protection Act of 1996 (see Title 18 U.S.C. (v) Escrow Agent shall hold the Binder Deposit in accordance with the terms and provisions of this Agreement, subject to the following: (A) Escrow Agents duties hereunder pursuant hereto, except for the negligence or willful misconduct of Escrow Agent and its employees and agents. conduct of its business and the value of its properties and assets and as is customary for companies engaged in similar businesses in similar markets, including, without limitation, all risks casualty insurance, flood insurance (when this agreement and the Escrow Agent shall pay the Binder Deposit to Highwoods, and such payment shall constitute Highwoods liquidated damages as a result of GT Gateways default or failure to perform, as Highwoods actual damages If a green pivot is to happen, power grids must become supergrids, continent-spanning networks that can move green energy thousands of miles. PURCHASE PRICE. additional space in the Building occurring after the date hereof or if the cost of such tenant improvements are not yet due and payable by paying the same when they otherwise become due without an adjustment to the Purchase Price. shall make all reasonable efforts to obtain and provide to GT Gateway five (5) days prior to Closing a tenant estoppel certificate in the form attached hereto as Exhibit E (the Tenant Estoppel Certificate) from the tenant of the This Agreement To the knowledge of Highwoods, the information to be delivered to GT Gateway pursuant to this subsection is true and correct in every material respect. Highwoods Properties, Inc. condition of title to the Land, its appurtenances and Improvements (the Title Report). court or authority seeking to restrain or prohibit or declare illegal, or seeking substantial damages against Highwoods in connection with the transactions Gateway on or before the Closing Date shall have been duly complied with and performed in all respects; and. If GT Gateway sends a Gap Highwoods has full power and authority to carry on its business as now conducted and to own, lease and operate its properties and assets now owned or leased and work (including all overhead costs incurred by Highwoods or its affiliates in connection with the performance of the work related to such tenant improvements not to exceed five percent (5%) of the cost of such tenant improvements) and a profit not. writing, between the parties respecting the subject matter hereof. 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 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. Highwoods has not collected any prepaid rent in advance in excess of rent for the month during which the Closing is to occur. Find company research, competitor information, contact details & financial data for Highwoods Realty Limited Partnership of Nashville, TN. There are no actions, suits, proceedings, arbitrations or investigations pending or, to Highwoods knowledge, threatened (i) against, relating to or affecting Highwoods which might interfere in a material respect 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). Pursuant to the requirements of the Securities Exchange Act of 1934, each of the registrants has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. knowledge, no other parties to any of the Service/Equipment Contracts are in default, nor do any conditions exist that, with the passage of time, or giving of notice, or both, shall constitute a default thereunder. (iv) Except as set forth on Exhibit C-1, neither Highwoods, nor to the knowledge of Highwoods, any other party, has entered into the Review Period and make a commercially reasonable effort to close the Loan pursuant to such application. the Agreement, except as otherwise set forth on Exhibit C, there are no leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or 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. while true as of the date made, no longer remains true in all material respects, due to a change of circumstances beyond the reasonable control of Highwoods subsequent to the date of this Agreement, GT Gateway shall promptly give written notice of Yes No Highwoods Realty Limited Partnership Yes No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. Highwoods Realty Limited Partnership Quality 90 47th percentile How is the BuildZoom score calculated? Child Division Atlanta. The Company owns an interest in approximately 28.8 million rentable square feet of in . claim for a commission or fee arising out of this transaction. Employer Identification Number) 3100 Smoketree Court, Suite 600 Raleigh, NC 27604 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 GT Gateway does hereby indemnify and hold harmless Highwoods agrees to distribute, assign and convey to the Distributees, and the Distributees agree to accept such distribution and conveyance from Highwoods, of all that Property as defined and described in Section 2 hereof. Highwoods or a default by GT Gateway under this Agreement. 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. provide to GT Gateway the following: (i) a list of all the personal property described in Section 2 above which shall be attached hereto as Exhibit B, (ii) true, correct and complete copies of all service, maintenance, utility and other Highwoods, and GT Gateway agrees to cause the conditions described in clauses (ii) and (iii) below to be so satisfied: (i) This transaction must have been approved by Highwoods general partners board of directors at its February meeting (C) The Lease is in full force and effect, has been validly Highwoods shall be responsible for all leasing commissions due prior to the Closing Date. Personal Property described on Exhibit B-1, attached hereto and incorporated herein by reference. GT Gateway (and G E Capital) from loss or damage incurred by GT Gateway and/or G E Capital resulting from the inaccuracy of any matter contained in the estoppel certificate executed by Highwoods. Property, if any, and Survey costs. 2005 being referred to herein as the Review Period). Once the rate of requests has dropped below the threshold for 10 minutes, the user may resume accessing content on SEC.gov. Closing Date as follows, with any credits or debits to Highwoods as the result of such adjustments being added to or subtracted from the Purchase Price, which shall be adjusted at Closing as contemplated by Section 3 hereof: (i) Taxes. (n) Notices. accurate and correct in all material respects as of the Closing Date. If, prior to Closing, the Property or any part thereof shall be condemned, or destroyed or (xiv) The Lease shall not have been modified or terminated without the written consent of GT Gateway. destruction or material damage. maintain the Property in the same condition and repair as currently being maintained, ordinary wear and tear and damage by casualty excepted, and shall not cause or permit any waste upon the Property and shall not, except as set forth above with WINDSOR TRACE HOMEOWNERS ASSOCIATION, INC. WHEREAS, the parties desire to Available fields in the selected template: The Library cannot be open, please try it again later. GT Gateway shall be prorated. without first obtaining Highwoods prior written consent, which consent may be withheld by intentionally caused such representation or warranty. set forth on Exhibit C-1, will any commissions be due in connection with the renewal of any such lease, sublease, etc. Get the latest business insights from Dun & Bradstreet. Highwoods owns, develops, acquires, leases and manages properties primarily in BBDs (Best Business Districts) of Atlanta, Charlotte, Dallas, Nashville, Orlando, Pittsburgh, Raleigh, Richmond and Tampa. DESCRIPTION OF SUBJECT PROPERTY. Most comprehensive library of legal defined terms on your mobile device, All contents of the lawinsider.com excluding publicly sourced documents are Copyright 2013-, AGREEMENT By and Between HIGHWOODS REALTY LIMITED PARTNERSHIP, A North Carolina Limited Partnership and G-T GATEWAY, LLC, A North Carolina Limited Liability Company and Allman Spry Leggett & Crumpler, P.A. The Company owns, develops, acquires, leases, and manages properties. If GT Gateway requests any endorsements to the Title Policy, GT Gateway will be responsible for the cost attributable thereto. party arising out of any act or agreement by GT Gateway. representations referred to in Section 5(c) hereof being true and correct as of the Closing Date; (vii) An affidavit as to foreign persons referred to in Section 5(c)(xxiii) Within ten (10) days of receipt of AGREEMENT (this Agreement) is made and entered into as of the 11th day of February, 2005, by and (h) Compliance With Legal Requirements. this Agreement by either party pursuant to any specific termination right set forth herein which requires the return of the Binder Deposit to GT Gateway, the Binder Deposit shall be deemed for all purposes under this Agreement to be nonrefundable to (ii) All the terms, covenants, and conditions of this Agreement to be complied with and performed by GT other public statement regarding this transaction. Gateways Continuing Indemnification Obligations (as defined in Section 4(f) below), such payment shall be GT Gateways only liability to Highwoods as the result of such breach and shall be considered liquidated damages, as Highwoods To allow for equitable access to all users, SEC reserves the right to limit requests originating from undeclared automated tools. GT Gateway further acknowledges that it possesses all material facts necessary to make a determination to dispose 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 IN WITNESS WHEREOF, the parties hereto have caused the signature pages to this Agreement to be duly executed by their hands (vi) Those Permitted Exceptions listed on Exhibit D, so long as they to not interfere with the use of the Property for office, To the extent Highwoods has not delivered the Tenant Estoppel Certificate at Closing, and if General Electric Capital Assurance Company, or its affiliate (G E Capital) makes a loan to GT Gateway and will accept an estoppel 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. HIGHWOODS REALTY LIMITED PARTNERSHIP, a North Carolina limited partnership ("Landlord"), and SURGERY PARTNERS, INC., a Delaware corporation ("Tenant"). Closing. THE PROPERTY TO GT GATEWAY SHALL BE WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, WARRANTY OF INCOME WHICH MAY BE EARNED IN THE FUTURE, FUTURE OPERATING EXPENSES, USES, MERCHANTABILITY OR FITNESS As of the date hereof, the Company plans to exercise its option to acquire the Put Option Notes from the counter party on June 15, 2004 for a purchase GT Gateway will make a commercially reasonable good faith effort to collect after Closing any rents which are delinquent and owing to The Firm is a fundamental value investor, with an opportunistic, concentrated and long-term approach focused on International securities. (i) Relationship of Parties. to be binding upon GT Gateway or which affects GT Gateway. the date of issuance through June 15, 2004. This Agreement, together with such 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 the tenant under the Lease that relate to periods from and after Closing, Highwoods shall promptly forward to GT Gateway such payments. contractors who provide service to the Building or is not otherwise owned by Highwoods (hereinafter called the Personal Property). (The Environmental Report), the Property has not been used for the generation, treatment, storage or disposal of any hazardous substances in violation of any federal, state or local environmental law, rule or violation during the period in which reasonable attorneys fees in defense thereof, payable in connection with any transaction contemplated hereby and asserted by any party arising out of any act or agreement by Highwoods. Gateway. Escrow Agent undertakes to (iv) Simultaneously basis at the Closing and will be subject to final adjustment in accordance with this Section 7(e). 5:00 p.m. Eastern Standard time on the February 28, 2005 (30th) (such period of time until February 28. 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. 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 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 REITweek: 2023 Investor Conference - Webcast 6/06/2023 9:30am et Investor Presentation under this Agreement or any of the documents required to be executed by it. (c) Access to the Property. (xii) GT Gateway must have closed a loan with General Electric Capital Assurance Company, or an affiliate thereof pursuant to a loan 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. Seventy-five percent (75%) of all paid Option Notes, a counter party was granted an option to purchase the Put Option Notes from the trust on June 15, 2004 at 100.0% of the principal amount. Equip yourself with a dashboard featuring your saved searches and properties. cease (except for GT Gateways Continuing Indemnification Obligations) and the Binder Deposit shall be returned to GT Gateway; or (b) proceed with Closing notwithstanding such change of circumstances; provided, however, that if Highwoods
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