Resolution No 16-2024 - Related to Property Conveyance to McCormick Company Lathrop St.

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ARTICLE VIII Special Covenants Section 8.1. No Warranty of Condition or Suitability by the Lessor. The Lessor makes no warranty, either express or implied, as to the condition of the Project, or any part thereof, or that it will be suitable for the Lessee's purposes of needs. Section 8.2. Lessor's Right of Access to the Project. The Lessee agrees that the Lessor, the Trustee and their or either of their duly authorized agents shall have the right at all reasonable times during business hours, subject to Lessee's safety and security requirements, to enter upon the Leased Land and to examine and inspect the Project without interference or prejudice to the Lessee's operation. The Lessee further agrees that the Lessor and its duly authorized agents shall have such rights of access to the Project as may be reasonably necessary to cause to be completed the construction and installation provided for in Section 4.1 hereof, and thereafter for the proper maintenan:e of the Project, in the event of failure by the Lessee to perform its obligations under Section 6.1 hereof. Section 8.3. Lessee to Maintain its Cor orate Existence; Conditions Under WhichExceptions Permute The Lessee agrees that during the Lease Term it will maintain its corporate existence, will not dissolve or otherwise dispose of all or substantially all of its assets, and will not consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it; provided, that the Lessee may, without violating the agreement contained in this Section (a) consolidate with or merge into another corporation, or permit one or more other corporations to consolidate with or merge into it, provided the surviving or resulting corporation, as the case may be, is organized under the laws of one of the states of the United States and assumes in writing all of the obliga- tions of the Lessee herein, or (b) transfer to another corporation organized under the laws of one of the states of the United States all or substantially all of its assets as an entirety and thereafter dissolve if the corporation to which such transfer shall be made expressly assumes in writing all of the obligations of the Lessee herein. Section 8.4. Qualification in Indiana. The Lessee covenants that throug out the Lease Term 1t will be organized under the laws of the State of Maryland, and be duly qualified to do business in Indiana. �J ,2J7