Replacement Property Clause Samples

Replacement Property. All Hypothecated Property which is acquired, transformed or manufactured after the date of this Deed shall be charged by the Hypothec, (i) whether or not such property has been acquired in replacement of other Hypothecated Property which may have been alienated by the Grantor in the ordinary course of business, (ii) whether or not such property results from a transformation, mixture or combination of any Hypothecated Property, and (iii) in the case of Securities, whether or not they have been issued pursuant to the purchase, redemption, conversion or cancellation or any other transformation of the Securities charged hereunder and without the Attorney being required to register or re- register any notice whatsoever, the object of the Hypothec being a universality of present and future property.

Replacement Property. The Parties hereby agree that, upon the issuance in arbitration of a final, non-appealable determination holding that the Town has breached the Agreement under Sections 2, 6, 8, 9 or 12 hereof, or that a breach of this Agreement by the Town substantially limits, restricts or prohibits the rights of Casella of Ontario to use the Property, as contemplated herein, unless otherwise provided herein, Casella of Ontario may, at its option, terminate this Agreement, in which case, the Town shall be liable for, and shall indemnify and hold Casella of Ontario harmless from and against, any and all claims, liabilities, damages, costs and expenses (including reasonable attorney fees, court costs and other out-of-pocket expenses) related to or arising out of said breach, including, without limitation, all costs and expenses of acquiring and transporting replacement soil to be used as cover for the Landfill and any penalties, fees or fines of any Governmental Authority. The Town further agrees that, in such event, the Town shall, within ninety (90) days of Casella of Ontario’s election hereunder, lease, or otherwise convey, to Casella of Ontario replacement property of similar size, condition and soils to the Property located within the Town boundaries to be used by Casella of Ontario as a soil borrow area for the Landfill. The replacement property shall be subject to the approval of Casella of Ontario, which approval may not be unreasonably withheld, and any applicable Governmental Authority. The lease, or conveyance, shall be, to the extent applicable, on the same or similar terms and conditions as set forth herein as if the replacement property was defined as the Property hereunder. The Town shall also be liable for, and shall indemnify and hold Casella of Ontario harmless from and against, any and all costs and expenses (including reasonable attorney fees, court/administrative proceeding costs and other out-of-pocket expenses) incurred, related to or arising out of said transaction (i.e., replacement lease of conveyance) and of obtaining any and all permits, licenses, certificates, consents, registrations or other approvals required to be issued by any Governmental Authority to use the replacement property as a soil borrow area for the Landfill.

Replacement Property. Borrower shall at all times use commercially reasonable efforts to identify a Replacement Property and enter into a Replacement Property Transaction as soon as reasonably practicable subject to and in accordance with the provisions of Section 2.3.1 hereof.

Replacement Property. As part of Lessee’s obligations under this Article 8, Lessee shall be responsible to maintain all Lessor Personal Property and all Lessee Personal Property in good condition, ordinary wear and tear excepted. Subject to the foregoing, Lessee shall repair and replace such property consistent with prudent industry practice for licensed skilled nursing facilities. If any of Lessor Personal Property is replaced as a result of its (i) having been taken in condemnation, Lessee shall be entitled to that portion of any award made for the replaced property or (ii) having been lost, stolen, damaged, or destroyed, Lessee shall be entitled to that portion of any insurance proceeds paid with respect to the replaced property. Any replaced property may be removed from the Leased Property. The proceeds of the sale of any replaced Lessor Personal Property shall be paid to Lessee and Lessee may trade in any worn out, obsolete or unusable replaced Lessor Personal Property on the purchase of any replacement property. Lessor shall execute, upon written request from Lessee, any and all bills of sale, assignments or other documents necessary or required to dispose of any replaced Lessor Personal Property in accordance with this Section 8.4. Anything herein to the contrary notwithstanding, Lessee shall have no obligation to replace, and Lessee may from time to time during the Term of this Lease discard and not replace, any inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary Lessee Personal Property or Lessor Personal Property forming a non-essential part of the Leased Property if in the reasonable business judgment of Lessee it is not cost effective to do so.

Replacement Property. 18 8.4 Signage..............................................................................................19 ARTICLE 9.......................................................................................................19 9.1 Improvements, Alterations and Additions by Lessee....................................................19 9.2 Liens................................................................................................19 ARTICLE 10......................................................................................................20

Replacement Property. Purchaser and Seller acknowledge that, pursuant to Section 1033 of the Code, Purchaser is acquiring the Hotel for the purpose of replacing Purchaser’s World Trade Center Hotel that was destroyed in the terrorist attacks of September 11, 2001. Purchaser shall have the absolute right to structure the acquisition as such replacement property, provided that Purchaser shall indemnify Seller from any and all additional costs, liabilities or expenses as a result of such replacement. Upon request of Purchaser, Seller shall cooperate with Purchaser, at Purchaser’s sole cost and expense, as Purchaser may reasonably request to enable Purchaser to consummate such replacement.

Replacement Property. Lessee may, from time to time, replace with other operational equipment or parts or property (the "Replacement Property") any of the Fixtures and Lessor's Personal Property (the "Replaced Property") which shall have (a) become worn out, obsolete or unusable for the purposes for which it is intended, (b) been taken by Condemnation, in which event Lessee shall be entitled to that portion of any award made therefore, or (c) been lost, stolen damaged or destroyed, in which event Lessee shall be entitled to that portion of any insurance proceeds paid with respect thereto; provided, however, that the Replacement Property shall (1) be in good operating condition, (2) have a then value and useful life at least equal to the value and estimated useful life of the Replaced Property as of the date thereof for Replaced Property specified in subparagraph (a), above, or have a then value and useful life at least equal to the value and estimated useful life of the Replaced Property immediately prior to the time that the Replaced Property specified in subparagraphs (b) and (c), above, had become so taken or so lost, stolen, damaged or destroyed, and (3) be suitable for a use which is the same or similar to that of the Replaced Property. All Replacement Property will be and remain Lessor's Personal Property and shall be a part of the Leased Properties under this Lease. All Replaced Property may be removed and shall become the property of Lessee. The proceeds from the sale of any Replaced Property shall be paid to Lessee and Lessee may trade in any worn out or obsolete Replaced Property on the purchase of any Replacement Property. Lessor shall execute, upon written request from Lessee, any and all bills of sale, assignments or other documents necessary or required to dispose of any Replaced Property in accordance with this Section 8.3. Anything herein to the contrary notwithstanding, Lessee shall have no obligation to replace, and Lessee may from time to time during the Term of this Lease discard and not replace, any inadequate, obsolete, worn out, unsuitable, undesirable or unnecessary Fixtures or Lessor's Personal Property forming a non-essential part of the Leased Properties if in the reasonable business judgment of Lessee it is not cost effective to do so.

Replacement Property. A. Notwithstanding any contrary provision of this Agreement, HT shall have the right to sell the units designated as Series II Units on EXHIBIT A for a net purchase price per Series II Unit at least equal to the then purchase price for a new Series III Unit. A Series III Unit shall mean a Unit manufactured by Florida Structures in accordance with the specifications designated FL26-00. All sales proceeds from the sale of each Series II Unit shall be used solely to purchase a new Series III Unit of the same type. B. All assets purchased by HT with revenue from the Business, including, but not limited to, proceeds from the sale of any of the Licensed Assets and all assets purchased with the proceeds from insurance policies on any of the Licensed Assets (collectively "Replacement Property") shall be the property of OS and titled in OS' name and shall constitute a part of the Licensed Assets for all purposes of this Agreement. C. HT shall not obtain any loan or financing, in whatever form or however structured, that is secured by any form of lien on any of the Tangible Assets, including any Replacement Property, except with the prior written consent of OS, which consent may be withheld or granted subject to such conditions as OS shall determine in its sole discretion. HT shall not obtain any purchase money financing the proceeds of which are to be used solely to acquire new assets, except with the prior written consent of OS, which consent shall not be unreasonably withheld.

Replacement Property. 29 6.8 Employment Offers.............................................29 6.9