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HomeMy WebLinkAboutNC0089273_Owner (Name Change)_20241002',TAT. ':.. b NC DEPARTMENT OF ENVIRONMENTAL QUALITY .. n DivisioN OF WATER RESOW�CES . WATER QUALITY PERMUT11NG SECTION! %A0R I H 4 AH0L! NA NPDES PERMITTING EnOrwunento r Q„ a!i ty PERMIT NAME/OWNERSHIP CHANGE FORM 1. CURRENT PERMIT INFORMATION: Permit Number: NC)00 _�J_2_/ 3 or NC TI- 1. Facility Name: Truist Field — W-RE M, 324 South Mint Street Charlotte Mecklenburg County II. NEW OWNERMAME INFORMATION: 1- This request for a name change is a result of: ? a. Change in ownership of property/company b- [dame change only c. other €please explain)- 2. New owner's name (name to be put on permit): DSH Charlotte LLC 3. New owner's or signing official's name and title: Chirag M4thanj (Person legally resporisible for permit) vice Presfd n eta {Title} 4. Mailing address; 1330 Avenge of the Americas. Suite 24A —City: New York State: NY Zip Code: 10019 Phone: (347) 281-296 E-mail address: cm-tthanG diarnondbaseballholdin s-corn III. FACILITY AND DISCHARGE INFORMATION 1• Will the waste stream for the facility remain the same as under the previous owner? Yes R1 No CI 2- Will the treatment system and discharge location remairf the same? Yes E No Q "No Responses" ;f either or both of these questions are answered "No" their more infom7atfop will be needed to review the request Please attach documentation to describe and explain the changes to the facility activities, waste QNorth Carolina department of ErnvironmentaI Quality I Division of Water Etual" -�� 512 North Salisbury Street 11153.7 Mail Serrire center I Raleigh, worth Carolina 27699-1[617 S19.707.90M N PDES Name and Ownership Change Page 2 of 2 stream, treatment process or out)Vl location. The Division may not be abbe to process the Permit NamelOwnership Change request and may require that the new owner file o new permit application. THIS APPLICATION PACKAGE WILL NOT BE ACCEPTED BY THE DIVIStON UNLESS ALL OF THE APPLICABLE ITEMS LISTED BELOW ARE INCLUDED WITH THE SUBMITTAL, REQUIRED ITEMS; 1. This ccrnpie#ed application form 2. Legal docurnentation of the transfer of ownership {such as a property deed, artictes of incorporation, or sales agreement) 3. Information to document facility, waste stream, treatment system or outfall charges as noted in item III above (if appropriate) Applicant's Certification: 1, Chirag Mithani , attest that this application for a na rn e/ownership change has been reviewed and is accurate and cornpiete to the best of my knowledge. l understand that if all required parts of this application are not completed and that if all required supporting informat[on and attachments are not included, this application package will be returned as incomplete. 1 understand that Permit Name/Ownership Change can only take place through action taken by the Division of Water Resources and that no actions on my part or the part of my company result in the automatic transfer of permit coverage. Signature: Date:* TH E COMPLETED APPLICATION PACKAGE, INCLUDING ALL SUPPORTING INFORMATION & MATERIALS, SHOU LD BE SENT TO THE FOLLOW INN ADDDRESS: NC OEQ f OWR / NPDES 1617 Mail Service Cente€ Raleigh, North Carolina 27699-1617 VL�-rsion 07/2021 For Registration Fredrick Smith Register of Deeds Mecklenburg County, NC Electronically Recorded 2024 Aug 23 11:16 AM RE Excise Tax: $ 0.00 Book: 39027 Page: 155 - 161 Fee: $ 26.00 Instrument Number: 2024080003 ,�j -a La-ik Mail after recording to: Holland & Knight LLP, 1120 S. Tryon St., Suite 900, Charlotte, NC 28203 Attn: Brian K. Cary This instrument was prepared by: Carl Alexander Sibirzeff, Esq. ASSIGNMENT, ASSUMPTION AND CONSENT OF LEASE This ASSIGNMENT, ASSUMPTION AND CONSENT OF LEASE (this "Agreement"), entered into as of August 22 , 2024 (the "Effective Date"), is made by and among the COUNTY OF MECKLENBURG, NORTH CAROLINA, a political subdivision of the State of North Carolina ("County"), KNIGHTS BASEBALL, LLC, a North Carolina limited liability company ("Assignor"), and DBH Charlotte, LLC, a Delaware limited liability company ("Assignee") (each, a "PIrty", and collectively, the "Parties"). Capitalized terms used, but not otherwise defined, herein shall have the meanings ascribed to such terms in the Purchase Agreement (defined below). RECITALS WHEREAS, Assignor is the lessee under that certain Lease by and between County, as landlord, and Assignor, as tenant, dated March 18, 2008, and recorded on March 20, 2008, in Book 23527, Pages 450-622 in the Office of the Register of Deeds for Mecklenburg County, North Carolina, as amended by that certain Lease Amendment dated August 2, 2011, and recorded on August 30, 2011, in Book 26705, Pages 28-37 in the aforesaid Register of Deeds (the "Lease"); WHEREAS, Assignor and Assignee have entered into that certain Asset Purchase Agreement, dated as of June 7, 2024, by and among Assignor, Assignee and the other parties thereto (the "Purchase Agreement"), pursuant to which Assignor has agreed to assign all of Assignor's right, title and interest in and to the Lease; WHEREAS, pursuant to Section 21.1 of the Lease, the Lease may be assigned by Assignor, so long as (i) Assignee is approved by Minor League Baseball ("MLB PDL"), (ii) Assignee agrees to be bound by the terms and conditions of this Lease and agrees to attorn to County as its landlord under the Lease and (iii) County provides prior written approval of such assignment, which shall not be unreasonably withheld, conditioned or delayed; submitted electronically by "Chicago Title Company, LLC" in compliance with North Carolina statutes governing recordable documents and the terms of the submitter agreement with the Mecklenburg County Register of Deeds. NOW, THEREFORE, in consideration of the mutual covenants and undertakings contained herein and in the Purchase Agreement, and subject to and on the terms and conditions herein set forth and intending to be legally bound hereby, the Parties agree as follows: AGREEMENT l . Assignment. Assignor hereby grants, conveys, assigns and transfers to Assignee, all of Assignor's right, title and interest in the Lease as of the Effective Date. 2. Approval by MLB PDL. Pursuant to Section 21.1 of the Lease, Assignee hereby warrants that it has received all necessary approvals from MLB PDL in connection with the transactions contemplated by the Purchase Agreement, including the assignment of the Lease from Assignor to Assignee. 3. Acceptance, Assumption and Attornment. Pursuant to Section 21.1 of the Lease, Assignee hereby accepts and assumes all of Assignor's right, title and interest in and to the Lease and Assignee agrees to attom to County as its landlord from and after the Effective Date. 4. CountY s Approval of Assignment. Pursuant to Section 21.1 of the Lease, County joins in the execution and delivery hereof to evidence its approval of the assignment of the Lease from Assignor to Assignee. 5. Assignor's Representations and Warranties. Assignor hereby represents and warrants that it has full power and authority to enter into this Agreement, and that no consents, other than County's consent and MLB PDL's approval provided herein, are required to enter into this Agreement. 6. Assignee's Representation and Warranties. Assignee hereby represents and warrants that it is duly authorized to do business in the State of North Carolina. 7. Enforceability. The unenforceability or invalidity of any provision of this Agreement shall not affect the enforceability or validity of any other provision. If any provision of this Agreement or the application of any such provision to any Person or circumstance shall be declared by any court to be invalid, illegal, void or unenforceable in any respect, all other provisions of this Agreement, or the application of such provision to Persons or circumstances other than those as to which it has been held invalid, illegal, void or unenforceable, shall nevertheless remain in full force and effect and will in no way be affected, impaired or invalidated thereby. Upon such determination that any provision, or the application of any such provision, is invalid, illegal, void or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible to the fullest extent permitted by applicable Law in an acceptable manner to the end that the transactions contemplated hereby are fulfilled to the greatest extent possible. 8. Governing Law. All matters relating to the interpretation, construction, validity and enforcement of this Agreement shall be governed by and construed in accordance with the domestic Laws of the State of North Carolina without giving effect to any choice or conflict of Law provision or rule (whether of the State of North Carolina or any other jurisdiction) that would cause the application of Laws of any jurisdiction other than the State of North Carolina. 9. Forum. Any disputes arising out of this Agreement may be heard in the courts of the State of North Carolina. The Parties hereby consent to the jurisdiction of, and venue in, such courts and waive any objection that such courts are an inconvenient forum. 10. Amendments. This Agreement may not be amended, supplemented or otherwise modified except (i) in a written instrument executed by each Party and (ii) upon the prior receipt of all necessary MLB PDL approvals. 11. Successors and Assigns. The rights and obligations of this Agreement shall bind and inure to the benefit of the Parties and their respective successors and permitted assigns. 12. No Third Party Beneficiaries. This Agreement is for the sole benefit of the Parties and each of their permitted successors and assigns, and nothing herein expressed or implied shall give or be construed to give any Person, other than the Parties hereto and such permitted successors and assigns, any legal or equitable rights hereunder. 13. Headings. The headings in this Agreement are for reference only and shall not affect in any way the meaning or interpretation of this Agreement. 14. Counterparts. This Agreement and any amendments hereto may be executed and delivered in counterparts, each of which shall be deemed an original, but all of which together shall be deemed to be one and the same agreement. Minor variations in the form of the signature page, including footers from earlier versions of this Agreement or any such other document, shall be disregarded in determining any Party's intent or the effectiveness of such signature. [Remainder of Page Intentionally Left Blank] IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date and year first above written. [Signature Pages to Follow] ASSIGNOR: KNIGHTS BASEBALL, LLC By: Name: Dan Rajkowski Title: Chief Operating Officer STATE OF NORTH CAROLINA, COUNTY OF MECKLENBURG. Qud1 I, a Notary Public of the County and State aforesaid, certify that Q10.J1hOMS1 personally came before me this day and acknowledged that he is WQJ of KNIGHTS BASEBALL, LLC, a North Carolina limited liability company, and that by authority duly given and as the act of the company, the foregoing instrument was signed in its name by its duly authorized_ as the act and deed of the limited liability company. Witness my hand and official stamp or seal this 3raday of , 2024. JADYN A ALLEN of Public Notary Public SW)N YI Pt- `m Montgomery Co., North Carolina � My Commission Expires May 15, 2027 Notary's Printed Name My commission expires: 15 `•1 [Signature Page to Assignment and Assumption of Lease Agreement] ASSIGNEE• DBH CHARLOTTE, LLC By:r �� Name: eter Freund Title: Authorized Signatory STATE OF AI&I , COUNTY OF A%,V YO I, a Notary Public of the County and State aforesaid, certify,,tha�L�p� personally came before me this day and acknowledged that he is a n fluff n of R� (thi�e , a Delaware limited liability company, and that by authority duly given and as the act of the company, the foregoing instrument was signed in its name by its duly authorized as the act and deed of the limited liability company. Witness my hand and official stamp or seal this A�_ day of 2024. FELICIA DIGREGORIO NOTARY PUBLIC, STATE OF NEW YORK Registration No. 01 D14981739 Qualified in Suffolk County Commission Expires May 20, 2027 Notary's My commission expires: S--2-0 Z0Z.% [Signature Page to Assignment and Assumption of Lease Agreement] COUNTY: COUNTY OF MECKLENBURG, NORTH CAROLINA By: e .3 111 1� Name: �PC) G Title: STATE OF NORTH MO�N COUNTY OF of (v' e . fir' bf 10 I, a Notary Public of the County and State aforesaid, certify that personally came before me this day and acknowledged that She is Ala Q the of COUNTY OF MECKLENBURG, NORTH CAROLINA, a political subdivision o State of North Carolina, and that by authority duly given and as the act of the county, the foregoing instrument was signed in its name by its duly authorized �°"M'�1 as the act and deed of the county. Witness my hand and official stamp or seal this day of Qu , 2024. ��� � MAR y✓ .,,��� • 0 "p �► O : Notary P b i < nt 70 , �j •� �o Notary' Printed Name �• C O My commission expires: [Signature Page to Assignment and Assumption of Lease Agreement]