Common use of Leased Properties Clause in Contracts

Leased Properties. The "Leases Schedule" sets forth a list of (i) all of the leases, subleases, licenses and similar agreements (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied parcel of real property used in or otherwise related to the Acquired Business in which any Seller has a leasehold, subleasehold, licensed or similar interest (the "Leased Real Property"). Each of the Leases is in full force and effect, and a Seller holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have delivered to the Purchaser true, correct, complete and accurate copies of each written Lease. With respect to each Lease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Sellers nor, to the knowledge of the Sellers, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) no party to the Lease has repudiated any provision thereof; (v) there are no material disputes or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Purchaser; and (vii) no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Appears in 1 contract

Sources: Asset Purchase Agreement (Cotelligent Inc)

Leased Properties. The "Leases Schedule" sets forth a list of (i) all of the leases, subleases, licenses and similar or other agreements (includingcollectively, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) for each leased, subleased, licensed and/or occupied parcel of real property used in which the Company or any of its Subsidiaries has a leasehold or subleasehold interest or otherwise related to the Acquired Business in which any Seller has a leasehold, subleasehold, licensed uses or similar interest occupies (the "Leased Real Property"). Each of the Leases is in full force and effect, and a Seller holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have Company has delivered to the Purchaser true, correct, complete and accurate copies of each written Leaseof the Leases described in the Leases Schedule. With respect to each LeaseLease listed on the Leases Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing, other than as set forth on the Leases Schedule; (iii) neither the Sellers Company (or its applicable Subsidiary) nor, to the knowledge Knowledge of the SellersCompany or the Stockholder, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) no party to the Lease has repudiated any provision thereof; (v) there are no material disputes disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Purchaser; and (vii) no Seller neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Appears in 1 contract

Sources: Stock Purchase Agreement (Metamor Worldwide Inc)

Leased Properties. The "Leases Schedule" Schedule 4.8 sets forth a list of (i) all of the leases, subleases, licenses leases and similar agreements subleases (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied leased and subleased parcel of real property used in or otherwise related to the Acquired Business in which any Seller has a leasehold, subleasehold, licensed or similar leasehold and subleasehold interest (the "Leased Real Property"). Each of the Leases is in full force and effect, effect and a Seller holds has a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have Seller has delivered to the Purchaser true, correct, Buyer complete and accurate copies of each written Leaseof the Leases described in the Schedule 4.8. With respect to each LeaseLease listed on the Schedule 4.8: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Sellers Seller nor, to the knowledge of Seller and the SellersStockholders, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) no party to the Lease has repudiated in writing any provision thereof; (v) there are no material disputes disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the PurchaserBuyer; and (vii) no Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease; and (viii) the Lease is fully assignable to Buyer without the necessity of any consent or Seller shall obtain all necessary consents prior to the Closing.

Appears in 1 contract

Sources: Asset Purchase Agreement (Optimumcare Corp /De/)

Leased Properties. The "Leases Leased Property Schedule" attached hereto sets forth a list of (i) all of the leases, subleases, licenses leases and similar agreements subleases (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied leased and subleased parcel of real property used in or otherwise related to the Acquired Business in which the Company or any Seller has of it Subsidiaries have a leasehold, subleasehold, licensed or similar leasehold and subleasehold interest (the "Leased Real Property"). Each of the Leases is in full force and effect, and a Seller holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have delivered to the Purchaser true, correct, complete and accurate copies of each written Lease. With respect to each LeaseLease listed on the Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Sellers Company nor any of its Subsidiaries nor, to the knowledge best of the SellersCompany's knowledge, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) to the best of the Company's knowledge, no party to the Lease has repudiated any provision thereof; (v) to the best of the Company's knowledge, there are no material disputes disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by in the documents delivered to the PurchaserLeased Property Schedule; and (vii) no Seller neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Appears in 1 contract

Sources: Purchase Agreement (Synagro Technologies Inc)

Leased Properties. The "Leases Schedule" sets forth a list of (ileases and subleases described on Schedule 4.9(b) attached hereto constitute all of the leases, subleases, licenses leases and similar agreements (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to subleases under which the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied parcel of real property used in or otherwise related to the Acquired Business in which any Seller has a leasehold, subleasehold, licensed or similar interest (the "Leased Real Property"). Each of the Leases is in full force and effect, and a Seller Company holds a valid and existing leasehold or subleasehold interest under each of the Leasesinterests in real property. The Sellers have delivered to the Purchaser true, correct, complete real property leases and accurate copies of each written Lease. With respect to each Lease: (isubleases described on Schedule 4.9(b) the Lease is legal, are valid, binding, enforceable and in full force and effect; effect and have not been modified (iiexcept to the extent disclosed in the documents delivered to the Purchaser), and the Company holds a valid and existing leasehold interest under such leases or subleases to which it is a party for the term set forth on Schedule 4.9(b). The Company has delivered to the Purchaser complete and accurate copies of each of the leases or subleases described on Schedule 4.9(b). With respect to each lease and sublease listed on Schedule 4.9(b): (i) the Lease will lease or sublease shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms immediately following the Closing; ; (iiiii) neither the Sellers Company nor, to the knowledge Knowledge of the SellersCompany, any other party to the Lease lease or sublease is in breach or default, and no event has occurred with respect to the Company or, to the Knowledge of the Company, with respect to any other party to the lease or sublease, which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; lease or sublease; (iviii) no party to the Lease lease or sublease has repudiated any provision thereof; (v) thereof and there are no material disputes disputes, oral agreements or forbearance programs in effect as to the Leaselease or sublease; and (viiv) the Lease Company has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Purchaser; and (vii) no Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Leaseleasehold or subleasehold.

Appears in 1 contract

Sources: Acquisition Agreement (Rogers Corp)

Leased Properties. The "Leases Schedule" sets forth a list of (i) all of the leases, written leases and subleases, licenses and similar agreements (including, without limitation, a description of all amendments, extensions, renewals, guaranties and other agreements oral arrangements with respect thereto) used in or otherwise to real property, related to the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied leased and subleased parcel of real property used in or otherwise related to the Acquired Business in which the Seller or any Seller of its Subsidiaries has a leaseholdleasehold or subleasehold interest (including, subleaseholdwithout limitation, licensed any month to month or similar interest other oral lease arrangements) (the "Leased Real Property"). Each of the Leases is in full force and effect, effect and a the Seller or one of its Subsidiaries holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have Seller has delivered to the Purchaser true, correct, complete and accurate copies of each of the written LeaseLeases described in the Leases Schedule. With respect to each LeaseLease listed on the Leases Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Sellers Seller nor, to the knowledge of the SellersSeller or the Stockholder, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) no party to the Lease has repudiated any provision thereof; (v) there are no material disputes or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Purchaser; and (vii) no neither the Seller nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Appears in 1 contract

Sources: Asset Purchase Agreement (M & M Properties Inc)

Leased Properties. The "Leases Leased Property Schedule" attached hereto sets forth a list of (i) all of the leases, subleases, licenses leases and similar agreements subleases (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied leased and subleased parcel of real property used in or otherwise related to the Acquired Business in which the Company or any Seller has of it Subsidiaries have a leasehold, subleasehold, licensed or similar leasehold and subleasehold interest (the "Leased Real Property"). Each of the Leases is in full force and effect, and a Seller holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have delivered to the Purchaser true, correct, complete and accurate copies of each written Lease. With respect to each LeaseLease listed on the Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Sellers Company nor any of its Subsidiaries nor, to the knowledge best of the SellersCompany's knowledge, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) to the best of the Company's knowledge, no party to the Lease has repudiated any provision thereof; (v) to the best of the Company's knowledge, there are no material disputes disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the PurchaserLenders; and (vii) no Seller neither the Company nor any of it Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Appears in 1 contract

Sources: Senior Subordinated Loan Agreement (Synagro Technologies Inc)

Leased Properties. The "Leases Leased Property Schedule" attached hereto sets forth a list of (i) all of the leases, subleases, licenses leases and similar agreements subleases (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) used in or otherwise related to the operation of the Acquired Business (the "Leases") and (ii) each leased, subleased, licensed and/or occupied leased and subleased parcel of real property used in or otherwise related to the Acquired Business in which the Company or any Seller has of it Subsidiaries have a leasehold, subleasehold, licensed or similar leasehold and subleasehold interest (the "Leased Real Property"). Each of the Leases is in full force and effect, and a Seller holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Sellers have Company has delivered to the Purchaser true, correct, complete and accurate copies of each written Leaseof the Leases described in the Leased Property Schedule. With respect to each LeaseLease listed on the Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Sellers Company nor any of its Subsidiaries nor, to the knowledge best of the SellersCompany's knowledge, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) to the best of the Company's knowledge, no party to the Lease has repudiated any provision thereof; (v) to the best of the Company's knowledge, there are no material disputes disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Purchaser; and (vii) no Seller neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Appears in 1 contract

Sources: Purchase Agreement (Synagro Technologies Inc)