Property, or such adjacent or appurtenant
facilities.
"Material Adverse Change" shall mean (i) any change in the physical
condition, efficiency, operation, or utility of the Subject Property that would
have a material adverse effect on the Subject Property's operating capacity as
of the Effective Date, and (ii) any materially adverse effect or change in the
ability of Seller to consummate the transaction contemplated by this Agreement.
"Seller's Knowledge" shall mean the actual knowledge of Mr. Denis
DeCamp, Director of Corporate Real Estate for Rockwell Automation, Inc.
(b)
Other Defined Terms. The following terms shall have the meanings defined
for such terms in the Sections set forth below:
Term
Section
Additional Earnest Money
2(b)
Affected Property
12(b)(1)
Agreement
Recitals
Authorized Consultants
4(b)(2)
Broker
13
Buyer
Recitals
Buyer's Closing Documents
9(c)
Buyer Indemnitees
14(a)(1)
Buyer's Parties
20(a)(1)
Casualty
12(b)(2)
Casualty or Condemnation Proceeds
12(b)(3)
Closing
8
Closing Date
8
Commitments
3(a)(1)
Confidential Information
20(a)
Container
Exhibit J
Contingency Date
4(c)(1)
Damages
14(a)(1)
Deeds
9(a)(1)
Defective Parcel Waiver Notice
9(b)(2)
Disapproval Deadline
3(b)
31
Term
Section
Disapproved Matters
3(b)
Due Diligence Documents
4(a)(1)
Earnest Money
2(b)
Effective Date
Recitals
Eliminated Defective Parcels
9(b)(1)(ii)
Eliminated Postponed Parcels
3(b)(2)(B)(ii)
Endorsements
9(a)(9)
Environmental Condition
4(b)(4)
Environmental Law
Exhibit J
Environmental Permit
Exhibit J
Environmental Reports
4(c)(2)
Escrow Agreement
2(b)
Estimated Reduction Amount
12(b)(4)
Final Defective Notice
9(b)(3)
Final Postponement Notice
3(b)(2)(D)
Financial Disapproved Matters
3(b)(1)
First Industrial
16(b)(1)
First Industrial Affiliate
16(b)(1)
First Industrial Venture Partner
16(b)(1)
Form Lease
5(a)(1)
Hazardous Condition
Exhibit J
Hazardous Material
Exhibit J
Improvements
1(a)(2)
Land
1(a)(1)
Leases
9(d)(3)
Listed Encumbrances
3(b)
Lists
6(b)(2)(A)
Material
12(b)(5)
Nonfinancial Disapproved Matters
3(b)(2)
OFAC
6(b)(2)
Orders
6(b)(2)
Original Earnest Money
2(b)
Parties
Recitals
Phase II Assessments
4(b)(2)
Postponed Closing Date
3(b)(2)(B)(ii)
Postponed Parcel Notice
3(b)(2)(B)(ii)
Postponed Parcels
3(b)(2)(B)
Postponed Parcel Waiver Notice
3(b)(2)(C)
Proposed Phase II Assessment
4(b)(3)
Prohibited Assignee
16(b)(2)
Purchase Price
2(a)
Related Entities
1(b)
Release
Exhibit J
Replacements
1(a)(3)
Resolution
5(a)
32
Term
Section
Restored Defective Parcels
9(b)(2)
Restored Postponed Parcels
3(b)(2)(C)
Seller
Recitals
Seller's Closing Documents
9(a)
Seller Indemnitees
14(b)(1)
Subject Property
1(a)
Surveys
3(a)(3)
Taking
12(b)(6)
Tax Actions
10(c)
Termination Notice
4(c)(1)
Title Defective Notice
9(b)(1)(ii)
Title Defective Parcels
9(b)(1)
Title Company
2(b)
Title Documents
3(a)(2)
Title Policies
3(a)(1)
Transfer Tax
10(b)(3)
Uncured Title Matters
3(b)(2)(B)
20.
Miscellaneous.
(a)
Confidentiality. Buyer acknowledges that Buyer shall, during the course
of this Agreement, receive, have access to, and produce certain information
concerning Seller and the Subject Property that is, by its nature, confidential
(the "Confidential Information"), which Confidential Information shall include,
without limitation, (i) every Due Diligence Document, (ii) every document,
chart, result, summary, written report, or other data with respect to any test,
inspection, or study performed by Buyer pursuant to this Agreement (including
pursuant to a Temporary Access Agreement of even date herewith), (iii) all other
information obtained by Buyer with respect to the Property between the Effective
Date and the last date of any Closing under this Agreement, and (iv) until such
time as Seller shall