14-2660 Integra Lakes Acquisition Agreement

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(a) "Affiliate(s)' of a specified Person or Party shall mean a Person who: (x) is directly or indirectly controlling, controlled by, or under common control with, the specified Person; or (y) owns directly or indirectly more than fifty percent (50%) of the equity interests of the specified Person; or (z) is a general partner of the specified Person or of any Person described in (x) or (y) above. (b) "Applicable Law" shall mean (x) any statute, law, treaty, rule, code, ordinance or regulation within the jurisdiction of the Governmental Authority promulgating the same, including the ADA and Environmental Laws, that is applicable to the Project or to Persons, facilities or activities within the Project; or (y) any judgment, decision, decree, injunction, writ, order or like action of any court, arbitrator or other Governmental Authority with respect to any of the foregoing, the enforceability of which has not been stayed or appealed. (c) "Base Property Condition" shall mean the condition of the Property as reflected in (i) the Environmental Reports and the Geotechnical Reports, (ii) the Permitted Exceptions, and (iii) those Property inspection and investigation reports and analyses obtained by Integra after the Effective Date and prior to the Closing, subject to and after the completion of the Environmental Remediation. (d) "Business Day" shall mean a day of the year that is not a Saturday, Sunday, City, State or National Legal Holiday or a day on which national banks are not generally required or authorized to close in Casselberry, Florida. The use herein of the word "day", as opposed to "Business Day", means a calendar day. (e) `Buyer" shall mean Integra with respect to the Residential Parcel, or any of its Affiliates and/or permitted assignees hereunder. (f) "Changed Conditions" means that conditions of a Takedown Parcel differ from the Base Property Condition of such Parcel and that such different or changed condition(s) materially and adversely affect the intended development and use of the Takedown Parcel. (g) "Cites" shall mean the City's Code of Ordinances and/or the Land Development Regulations of the City in effect from time to time. (h) "City Contribution" means the amount contributed by the City as an economic incentive grant toward the cost of the Overall Improvements, as described in Sections 3.2 and 5.2 hereof. The City Contribution shall be an amount equal to the Net Sales Proceeds from the Closing, together with any additional amount the City has agreed to contribute as set forth herein. (i) "Cit.. Pte" shall mean any Parcel owned by the City. 0) "Closing" shall mean the consummation of the sale intended by this Agreement pursuant to which the City conveys the Residential Parcel to Integra, in accordance with Part 4 hereof. A Closing may also be referred to as a "Takedown Closing." M