R-2005-08-09 Joint Resolution CLP/Shoreacres intent to aquire and develop a park on Taylor Bayou

Browse Search

19.09. Grantee shall, prior to the expiration of thirty (30) days after the date of this Easement, record in the Real Property Records of Chambers County, Texas at Grantee's sole cost and expense, and return either the original or a file-marked copy of the original Memorandum of Coastal Easement. In the event Grantee fails to do so prior to the expiration of such thirty (30) day period, Grantor may declare such failure an "Event of Default", without the necessity of notice to Grantee, or execute a Memorandum of Easement setting forth the terms and provisions of the Easement and record same at Grantee's cost and expense. In the event Grantor elects to record a Memorandum of Easement, the cost of recording same shall be deemed "Rent". ARTICLE XX. Grantee's Bankruptcy 20.01. Grantor and Grantee agree that if Grantee ever becomes the subject of a voluntary or involuntary bankruptcy or other similar type proceeding under the Federal Bankruptcy Laws, then "adequate protection" of Grantor's interest in the Premises pursuant to the provisions of Sections 361 and 363 of the Bankruptcy Code prior to assumption and/or assignment of the Easement by Grantee shall include, but not be limited to the following: (a) The continued payment by Grantee of all Rent and all other sums due and owing under this Easement; and (b) the furnishing of a security deposit by Grantee in the amount of three (3) times the Rent payable during the immediately preceding Easement Year. Further, in that circumstance, Grantor and Grantee agree that "adequate assurance of future performance" by Grantee and/or any assignee of Grantee pursuant to Bankruptcy Code Section 365 (or its successor section) will include (but not be limited to) payment of a security deposit in the amount of three (3) times the Rent paid during the immediately preceding Easement Year. 20.02. If this Easement is assigned to any person or entity pursuant to the provisions ofthe Bankruptcy Code, any and all monies or other considerations payable or otherwise to be delivered in connection with such assignment shall be paid or delivered to Grantor, shall be and remain the exclusive property of Grantor and shall not constitute property of Grantee or the Estate of Grantee within the meaning of the Bankruptcy Code. Any and all monies or other considerations constituting Grantor's property under the preceding sentence not paid or delivered to Grantor shall be held in trust by Grantee for the benefit of Grantor and shall be promptly paid to or turned over to Grantor. ARTICLE XXI. Reservation from Easement 21.01. To the extent not previously conveyed, Grantor reserves unto itself, its successors and assigns all right, title, and interest in and to all oil, gas, and other minerals in, on, or under the Premises. ARTICLE XXII. Entire Agreement 22.01. This Agreement, CE20050145, plus exhibits constitutes the entire agreement between Grantor and Grantee; no prior written or prior or contemporaneous oral promises or representations shall be binding. The submission of this Easement for examination by Grantee and/or execution thereof by Grantee does not constitute a reservation of or option for the Premises and this Easement shall become effective only upon execution of all parties hereto and delivery of a fully executed counterpart hereof by Grantor to Grantee. This Easement shall not be amended, changed or extended except by written instrument signed by both parties hereto. CE20050145 Isouthar 9 newce.doc V3.2