PRELIMINARY CONDITIONS. 1. On or before April 30, 2011, Landlord shall have acquired good and marketable fee simple title to the Additional Land free and clear of all liens and encumbrances other than those set forth in Part 2 of Attachment I. 2. On or before January 31, 2011, Landlord shall have obtained and delivered to Tenant four (4) copies of an ALTA/ACSM Land Title Survey of the lands comprising the Land, reasonably satisfactory to Tenant and to Tenant’s title insurer with respect to the boundaries and survey conditions of or on the lands depicted thereon, certified to Tenant and to Tenant’s title insurer in a manner reasonably satisfactory to them, and duly sealed by the preparer thereof. 3. Landlord has delivered to Tenant four (4) copies of a written Phase I Environmental Assessment Report with respect to the Land, and any Improvements thereon, and without any condition warranting, or any recommendation for, any further investigation, testing or sampling; and confirming that the author has, subject to the customary standards and limitations contained in the Phase I Environmental Assessment, concluded (a) that neither the Land nor any Adjoining Property is subject to any federal, state or local “superfund” lien, proceedings, claim, liability or action for the cleanup, removal or remediation of any Hazardous Substances, or with respect to any air emissions, water discharges or noise emissions; (b) that neither the Land nor any Adjoining Property contains any Hazardous Substances requiring registration, remediation or other handling under any Environmental Laws; and (c) that no underground or above-ground storage tanks are located on or within the Land, and that no underground or above-ground storage tanks have formerly been located on or within the Land or been removed from the Land. 4. On or before April 30, 2011, Landlord shall have obtained and delivered to Tenant an SNDA that satisfies the Tenant’s SNDA Requirements in favor of Tenant from any Lender in existence as of April 30, 2011, in the form approved by Tenant. 5. On or before April 30, 2011, Tenant shall be able to obtain, upon payment of the premium therefor at the regular rate, a leasehold owner’s title insurance policy insuring Tenant’s title to the leasehold estate created in favor of Tenant under this Lease, free and clear of any liens, encumbrances and other exceptions other than the Permitted Encumbrances insurable as such in an amount of not less than $15,000,000, by a reputable title insurer selected by Tenant and pursuant to an ALTA form of leasehold owner’s title insurance policy (which title insurance policy, if desired by Tenant in its sole discretion, shall be obtained at Tenant’s expense).
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PRELIMINARY CONDITIONS. 1. On or before April 30, 2011, Landlord shall have acquired good and marketable fee simple title The Lender will provide the Loan to the Additional Land free and clear of all liens and encumbrances other than those set forth in Part 2 of Attachment I.
2. On or before January 31, 2011, Landlord shall have obtained and delivered Company subject to Tenant four (4) copies of an ALTA/ACSM Land Title Survey the fulfillment of the lands comprising following preliminary conditions:
7.1. The Company, by the LandCEO of the Company, reasonably satisfactory to Tenant has notified the Lender in writing, that the approval of the Company’s board of directors has been received, and to Tenant’s title insurer an approval of the Stock Exchange for the registration of the Conversion Shares, which constitute all the approvals required for the Company with respect to the boundaries signing and survey conditions performance of or on this agreement, including regarding the lands depicted thereonissue of converting the Loan and granting the right of future investment, certified to Tenant and to Tenant’s title insurer in a manner reasonably satisfactory to themhowever this is except for the approval of the Stock Exchange, and duly sealed by the preparer thereof.
3. Landlord has delivered approval of the authorized organs in the Company, to Tenant four (4) copies of a written Phase I Environmental Assessment Report the extent required, with respect to exercising the Landright of future investment (the “Required Approvals”), and that all the other preliminary conditions set forth in this section 7 have been fulfilled. For the sake of avoiding doubt the Company alone will bear all the costs required for receiving the required approvals and/or any Improvements thereonadditional approval required for performing this agreement.
7.2. All the sureties pertaining to the Sureties Documents have been lawfully signed and created.
7.3. At the time of providing the Loan the Company is not in breach of any of its undertakings or its representations according to this agreement or the Sureties Documents, and it will not be in such breach following the provision of the Loan.
7.4. As of the date of providing the Loan, no event, change or other circumstance has existed which could constitute (or which could reasonably constitute) an adverse material change of its business, its financial situation, its assets or the results of the Company (an “Adverse Change Event”).
7.5. To the extent that these preliminary conditions are not fulfilled by the last date for their fulfillment, the Company will pay the Lender, within 7 days after the last date (and this is without derogating from any condition warranting, or any recommendation for, any further investigation, testing or sampling; and confirming other remedy that the author has, subject will be available to the customary standards and limitations contained Lender to the extent the Company breached its undertakings according to this agreement before that time) a one- time payment in the Phase I Environmental Assessmentamount of 50,000 NIS (fifty thousand NIS) for a refund of the Lender’s expenses, concluded (a) that neither the Land nor any Adjoining Property is subject to any federal, state or local “superfund” lien, proceedings, claim, liability or action for the cleanup, removal or remediation of any Hazardous Substances, or with respect to any air emissions, water discharges or noise emissions; (b) that neither the Land nor any Adjoining Property contains any Hazardous Substances requiring registration, remediation or other handling under any Environmental Laws; and (c) that no underground or above-ground storage tanks are located on or within the Landentering into this agreement, and that no underground or above-ground storage tanks it will order his attorney to remove the pledges which have formerly been located on or within the Land or been removed from the Land.
4. On or before April 30, 2011, Landlord shall have obtained and delivered to Tenant an SNDA that satisfies the Tenant’s SNDA Requirements in favor of Tenant from any Lender in existence as of April 30, 2011, in the form approved by Tenant.
5. On or before April 30, 2011, Tenant shall be able to obtain, upon payment of the premium therefor at the regular rate, a leasehold owner’s title insurance policy insuring Tenant’s title created according to the leasehold estate created in favor of Tenant under this Lease, free and clear of any liens, encumbrances and other exceptions other than Sureties Documents as soon as possible (to the Permitted Encumbrances insurable as such in an amount of not less than $15,000,000, by a reputable title insurer selected by Tenant and pursuant to an ALTA form of leasehold owner’s title insurance policy (which title insurance policy, if desired by Tenant in its sole discretion, shall be obtained at Tenant’s expenseextent these have been created).
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