Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto. (b) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same.. (c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business. (d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits. (e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon. (f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement. (g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease. (h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business. (i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Bel Fuse Inc /Nj), Asset Purchase Agreement (CUI Global, Inc.)
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and No Seller owns any and all ancillary documents pertaining theretoreal property.
(b) Schedule 4.4(b) sets forth a true, correct and complete list of each parcel of real property leased by Sellers (the “Leased Real Property”). Schedule 4.4(b) identifies with an asterisk each Lease that requires the consent of or notice to the lessor thereunder to avoid any material breach, default or violation of such Lease in connection with the transactions contemplated hereby, including the assignment of such Lease to Purchaser.
(c) The rental set forth Seller identified on Schedule 4.4(b) as the tenant under each Lease has a valid leasehold interest in each lease or sublease the Leased Real Property identified for such Lease, subject to Permitted Liens.
(d) No Seller has received notice that any portion of the Leased Real Property, or any buildings or improvement located thereon, violates any Law in any material respect, including those relating to zoning, building, land use, environmental, health and safety, fire, air, sanitation and noise control. Except for the Permitted Liens and to the Knowledge of Sellers, no Leased Real Property is the actual rental being paidsubject to (i) any decree or order issued or threatened or proposed to be issued by any Governmental Entity or (ii) any rights of way, and there are no separate agreements building use restrictions, exceptions, variances, reservations or understandings with respect to the same..limitations of any nature whatsoever.
(ce) Neither The improvements and fixtures on the Seller or Parent has Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, except where the costs of any individual repair to return such improvements and fixtures to such condition would not exceed $10,000. Sellers have not received any notice of any pending or threatened condemnation proceedingscondemnation, lawsuits expropriation or administrative actions relating to similar proceeding against any of the Leased Real Property or any other matters which do or may materially adversely affect improvement thereon. Except as set forth on Schedule 4.4(e), the current use, occupancy or value thereof as it relates to Leased Real Property constitutes all of the real property utilized by Sellers for the operation of the Business, and there are .
(f) There is no pending or, to the Sellers’ unrestored fire or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to other casualty damage affecting any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the BusinessProperty.
(dg) Neither Seller nor Parent has received any notice that any Public utilities (including water, electricity, gas, sanitary sewerage, storm water drainage facilities, and telephone utilities) sufficient to operate the Leased Real Property for its current uses are available and, as may be appropriate or applicable, are connected to the buildings located on the Leased Real Property.
(h) Sellers have obtained all material Permits required for the occupancy and use of the Leased Real Property or any of the structures thereonfor their current operations, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth such Permits are in this Agreement as they pertain to the Sublease.
(h) Seller good standing, and Parent agree Sellers have not to sublease received notice or sell otherwise have any portion Knowledge of the Leased Real Property to a direct any revocation of any such Permits or indirect competitor of Buyer that any revocation is pending or the Businessthreatened.
(i) Seller True, correct and Parent agree complete copies of each of the leases and subleases pursuant to which Sellers lease or sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property (the “Leases”) have been made available to Purchaser. The Leases are in order full force and effect and there are no written or oral promises, agreements, undertakings, or commitments between any Seller and the lessors thereunder, except as disclosed in the Leases. There are no amendments or modifications to continue operating the Business for a maximum term of five (5) years at a total monthly rental Leases that have not been provided to exceed $25,000 USDPurchaser in writing. No rental, lease or other similar commissions are payable with respect to the Leases.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Rollins Inc)
Leased Real Property. (a) Disclosure Schedule 3.10(a) sets forth list of all Real Property Leases included in the Business Assets (“Leased Real Property”) to which a Transferred Subsidiary or an Indirect Subsidiary is a party. Schedule 3.17 For the avoidance of the Disclosure Scheduledoubt, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity does not include any warehouse or distribution centers (if any) that are operated solely by third party logistic providers on behalf of the lessor, lessee and current occupant (if different from lessee) Sellers or their Affiliates. The Sellers have made available to the Buyers a copy of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining theretoLease document.
(b) The rental set forth in each lease or sublease of Except for the Leased Real Property is the actual rental being paidLeases and Permitted Encumbrances, and there are no separate agreements material leases, tenancy agreements, easements, written covenants or understandings with respect written restrictions to the same..
(c) Neither the which either Seller or Parent has received any notice of threatened condemnation proceedingstheir Affiliates, lawsuits in each case in respect of the Business, is a party which create or administrative actions relating confer on any person other than the Sellers or any of their Affiliates a right to use, occupy or possess all or any of the Leased Real Property or any other matters which do portion thereof or may materially adversely affect the current useinterest therein.
(c) Except as set forth on Disclosure Schedule 3.10(a), occupancy or value thereof as it relates with respect to each such Real Property Lease: (i) such Real Property Lease is legal, valid, binding, enforceable and in full force and effect with respect to the Business, and there are no pending orTransferred Subsidiary or Indirect Subsidiary party thereto and, to the Sellers’ Knowledge, with respect to the other parties thereto, except that such enforcement may be subject to (1) bankruptcy, insolvency, reorganization, moratorium or Parent’s knowledge, threatened condemnation proceedings, lawsuits other similar laws affecting or administrative actions relating to any enforcement of creditors’ rights generally, and (2) general principles of equity, (ii) the applicable Transferred Subsidiary’s or Indirect Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and to the Sellers’ Knowledge, there are no disputes with respect to such Real Property Lease; and (iii) neither the Transferred Subsidiary or the Indirect Subsidiary party thereto nor, to the Sellers’ Knowledge, any other party to the Real Property Lease is in breach or default under such Real Property Lease and, to the Sellers’ Knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or the acceleration of rent or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates payment with respect to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased such Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permitsLease.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 2 contracts
Sources: Share Purchase Agreement, Share Purchase Agreement (Mallinckrodt PLC)
Leased Real Property. (a) The Business has no interest in any real property other than the Leased Real Property. Schedule 3.17 Section 3.10 of the Seller Disclosure Schedule, lists, as of Schedules sets forth the date of this Agreement, the street address of each parcel of Leased Real Property and real property leased by the identity of Business (the lessor, lessee and current occupant (if different from lessee) of each such parcel of “Leased Real Property. It also sets forth ”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true and subleases complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and any repair, normal wear and all ancillary documents pertaining theretotear excepted.
(b) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Handy & Harman Ltd.)
Leased Real Property. With respect to the Leased Real ------------ -------------------- Property:
(a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, as of the date of this AgreementTrustee, the street address of each parcel of Leased Real Property holds good and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating marketable fee simple absolute title to the Leased Real Property free and clear of any and all ancillary documents pertaining thereto.liens and encumbrances except for those matters set forth on Schedule 5.23(a) ("the Permitted Exceptions"). ------------------------
(b) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there There are no separate agreements known defects or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any conditions of the Leased Real Property or any other matters the soil or geology thereof that exist or which do or may materially adversely affect impair the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any planned use of the Leased Real Property for operation of the Business thereon, as described in the Lease set forth on Schedule 3.2 ("Buyer's Intended ---------------- Use"). ---
(c) The Leased Real Property is not known to be in violation of any, applicable federal, state or local statutes, ordinances, orders, requirements, laws, rules or regulations (including, without limitation, any other matters which do or may materially adversely affect the current building, land use, occupancy zoning or value thereof as it relates to environmental laws) affecting the BusinessLeased Real Property.
(d) Neither Seller nor Parent has received No notice of violation of any notice that applicable federal, state or local statute, law, ordinance, rule, regulation, order or requirement, or of any of covenant, condition, restriction or easement affecting the Leased Real Property or any with regard to the use or occupancy of the structures thereonLeased Real Property, has been given by any governmental authority having jurisdiction over the Leased Real Property or by any other person entitled to enforce the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permitssame.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the The Leased Real Property and is zoned "Heavy Industrial", which ---------------- permits the structures located operation of the Business thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all The operation of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of Business on the Leased Real Property is consistent with the Comprehensive Plan adopted by Broward County ("County") as ------ required by the Local Government Comprehensive Planning and Land Development Regulation Act, Chapter 163, Part II, Fla. Stat. ("Growth Management Act"), and ---------- --------------------- any subsequent amendments thereto, and complies with all those certain specified land development regulations required pursuant to a direct or indirect competitor of Buyer or the BusinessGrowth Management Act to be adopted by County and to be consistent with and implement the Plan.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Purchase and Sale of Assets Agreement (Eastern Environmental Services Inc)
Leased Real Property. With respect to the Leased Real Property, except as reflected on Schedule 4.6:
(a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property The Seller is in exclusive possession thereof and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases easements, licenses or rights required by applicable Law for use and subleases relating occupancy as are necessary to conduct the Business thereon as currently conducted by Seller;
(b) To Seller's Knowledge, no portion thereof is subject to any pending condemnation proceeding or other proceeding by any Governmental authority materially adverse to the Leased Real Property and any and all ancillary documents pertaining thereto.
(b) The rental set forth in each lease and, to Seller's Knowledge, there is no threatened condemnation or sublease of other proceeding with respect thereto materially adverse to the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..Property;
(c) Neither the The Seller is not a lessor under, or Parent otherwise a party to, any lease, sublease, license or concession pursuant to which Seller has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating granted to any of Person the Leased Real Property right to use or any other matters which do occupy all or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property;
(d) There is no pending or, to Seller's Knowledge, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. To Seller's Knowledge, no public improvements have been commenced and to Seller's Knowledge none are planned which in either case may result in special assessments against or otherwise materially adversely affect any Leased Real Property to a direct or indirect competitor Seller's rights or obligations under the Real Estate Leases. The Seller does not have notice or Knowledge of Buyer or the Business.
(i) Seller and Parent agree an Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or the systems or improvements thereat or (ii) work that has been done or labor or materials that has or have been furnished to sublease to Buyer 25,000 square feet any Leased Real Property during the period of six (sq. ft.6) months immediately preceding the date of this Agreement for which Liens could be filed against any of the Leased Real Property Property, for which, in order to continue operating each case, Seller would be liable under the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USDReal Estate Leases.
Appears in 1 contract
Sources: Asset Purchase Agreement
Leased Real Property. (a) Leased Real PropertyNeither Aqua nor Redwood Park own any real property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also 2.16 sets -------- ---- forth a true and complete list and common description of each parcel of real property leased by each of Aqua and the Redwood Park (the "Leased Real Property") and a description of the Leased Real Property, the lessor, the expiration date of the current term, any security deposits, the exercise of any options to extend the lease and the monthly rental (including base and all leases additional rents) and subleases relating other material payments required to be paid thereunder. NCP and CTC have delivered to Connectiv a true and complete copy of each lease, and amendments thereto, for the Leased Real Property. Except as disclosed on Schedule 2.16 each lease covering a Leased Real Property (i) is in full force -------- ---- and effect (there existing no default under any such lease which, with the lapse of time or notice or otherwise, would entitle the lessor to terminate the same), (ii) conveys the leased real estate purported to be conveyed thereunder, (iii) is enforceable by Aqua or Redwood Park, as the case may be, and will be enforceable by Connectiv in accordance with its terms, and (iv) constitutes the entire agreement between the parties thereto with respect to the subject matter thereof. Each of Aqua and Redwood Park have the right to use the Leased Real Property in accordance with the terms of such leases free and any and clear of all ancillary documents pertaining thereto.
(b) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed claims or other title covenants interests or restrictions or permits.
(e) rights of third parties. To the Seller’s knowledge of NCP and Parent’s knowledgeCTC, the Seller all structures, improvements and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of fixtures on the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion current uses of the Leased Real Property conform in all material respects to a direct any and all applicable federal, state and local laws, building, health and safety and other ordinances, laws, rules and regulations. To the knowledge of NCP and CTC, there are no pending or indirect competitor of Buyer threatened condemnation or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) similar proceedings or assessments affecting any of the Leased Real Property. All of the assets of each of Aqua and Redwood Park (including, without limitation, inventory) and Tangible Personal Property is located at the Leased Real Property only; except that certain assets may be located on property not leased by Aqua or Redwood Park, if Aqua or Redwood Park manages the restaurant located upon such property, but Aqua or Redwood Park has the right to such assets in order to continue operating the Business for event of a maximum term termination or expiration of five (5) years at a total monthly rental not to exceed $25,000 USDsuch management arrangement.
Appears in 1 contract
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also 4.30 sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto.
(b) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and details for each Leased Real Property including: (i) municipal address; (ii) legal description; (iii) area of premises; (iv) a description of all relevant documents (including amendments, extension notices, registered notices, non-disturbance agreements) including details of parties thereto and dates of documents; and (v) details of annual rent or license fee payable (with specifications whether same is inclusive or exclusive of management fees, government rates and government rent), applicable discounts or premiums associated therewith, current terms, renewal rights and security deposits or prepaid rent.
(b) Except as disclosed in Schedule 4.30, the structures located thereonReal Property Leases have not been altered or amended and are in full force and effect. There are no Contracts between the landlord and tenant, or sublandlord and subtenant, or other relevant parties, relating to the use and occupation of the Leased Real Property, other than as contained in the Real Property Leases.
(c) There are no outstanding defaults (or events which would constitute a default with the passage of time or giving of notice or both) under the Real Property Leases on the part of a Vendor or on the part of any other party to such Real Property Leases.
(d) All interests held by the Vendor as lessee or occupant under the Real Property Leases are free and clear of all Encumbrances other than Permitted Encumbrances.
(e) The Vendor does not have any option (including an option for renewal), right of first refusal or other right relating to the Leased Real Property, other than as set out in the Real Property Leases.
(f) Seller and Parent represent and warrant that it is authorized The Vendor has not waived, or omitted to enter into and perform the terms take any action in respect of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all any material rights under any of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the BusinessLeases.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Leased Real Property. Schedule 4.14 identifies all real property currently occupied, used or leased by Sellers in connection with the operation of the Business (a) such real properties, including buildings, structures, fixtures, improvements, leaseholds, privileges, rights, easements, hereditaments, appurtenances and related rights of every nature, collectively, the “Leased Real Property”). Sellers lease no real property in connection with the operation of the Business, other than the Leased Real Property. Schedule 3.17 Sellers own no real property used in connection with the operation of the Disclosure ScheduleBusiness. Schedule 4.14 separately identifies all real property previously owned, listsused or leased by either Seller or in which either Seller previously had an interest in connection with the operation of the Business, as of within ten (10) years prior to the date of this Agreement. Schedule 4.14 identifies each lease agreement, the street address of and all amendments and supplements thereto, for each parcel of Leased Real Property shown as currently leased by Seller on Schedule 4.14 (the “Facility Leases”). The use and operation of all Leased Real Property by Sellers conform in all material respects to all applicable building, zoning, safety and subdivision laws and other Legal Requirements (other than Environmental Laws) and, to Sellers’ Knowledge, all restrictive covenants and restrictions and conditions affecting title. Seller has not received any written or, to Sellers’ Knowledge, oral notice of assessments for public improvements against any Leased Real Property or any written or, to Sellers’ Knowledge, oral notice or Order by any Governmental Body, insurance company or board of fire underwriters or other body exercising similar functions that: (i) relates to violations of building, safety or fire ordinances or regulations at the identity Leased Real Property; (ii) claims any material defect or deficiency with respect to any Leased Real Property; or (iii) requests the performance of any material repairs, alterations or other work to or in any Leased Real Property or in any streets bounding the lessorLeased Real Property. No Seller has received a written notice of any pending condemnation, lessee and current occupant (if different from lessee) expropriation, eminent domain or similar proceeding affecting all or any portion of each such any parcel of Leased Real Property. It also sets forth a true and complete list There are no leases, subleases, licenses or agreements (including any amendments or modification thereto) granting any other party the right of all leases and subleases relating to the Leased Real Property and use or occupancy of any and all ancillary documents pertaining thereto.
(b) The rental set forth in each lease or sublease portion of the Leased Real Property is the actual rental being paidProperty, and there are no separate agreements Seller has granted or understandings with respect entered into any lease, sublease, license, option, right of first refusal or other contractual right or similar agreement to purchase, assign or dispose of the same..
(c) Neither the Seller Facility Leases or Parent has received any notice of threatened condemnation proceedings, lawsuits to allow or administrative actions relating grant to any of third party the right to use or occupy the Leased Real Property or any other matters which do or may materially adversely affect Property. Sellers have all certificates of occupancy and Governmental Authorizations necessary for the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of continued use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all operation of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the SubleaseBusiness Facilities.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Asset Purchase Agreement (Greenman Technologies Inc)
Leased Real Property. Schedule2.1(m) lists all real property or related premises currently leased or subleased by Seller, and sets forth the name of the landlord (aor sublandlord, as applicable) and the street address and unit number of the Leased Real Property. Schedule 3.17 True, correct and complete copies of the Disclosure Scheduleall leases, listssubleases, as of the date of this Agreementlicenses or other agreements (and all amendments, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of supplements or modifications to each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating instrument) with respect to the Leased Real Property (collectively, the “Lease Documents”) have been made available to Buyer. The Seller has a valid and enforceable leasehold interest in all Leased Real Property, in each case free and clear of all Liens, other than Permitted Liens. The Leased Real Property constitutes all real property interests of any nature whatsoever used or held for use in the operation of the Seller’s business as currently conducted. The Seller is not subject to any governmental decree or Order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority and, to the Knowledge of Seller, no such condemnation, expropriation or taking has been proposed or is contemplated. All Taxes required to be paid (including real and personal property Taxes and assessments and all ancillary documents special assessments, if any) pertaining to the Leased Real Property have been, and will continue to be, paid in full on or before the date that such Taxes fall due, and there are no currently existing delinquencies with respect thereto.
. Seller has not received any written notice of proposed local improvement charges or special levies with respect to the Leased Real Property. The Leased Real Property is supplied with utilities (bincluding water, sewage, disposal, electricity, gas and telephone) The rental set forth in each lease or sublease and other services necessary for the operation of such Leased Real Property as currently operated. All buildings, structures and appurtenances comprising any part of the Leased Real Property is that are currently being used in the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice conduct of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s business are in satisfactory condition and Parent’s knowledgehave been well maintained, the Seller normal wear and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereontear excepted.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, 5.7(a) lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also No real property other than the Owned Real Property and the Leased Real Property is used by the Sellers in the Business as currently conducted. The Sellers have a valid leasehold interest in the Leased Real Property free and clear of all liens, claims, charges, options, rights of tenants, security interest and mortgages, other than Permitted Encumbrances. Each of the leases on Schedule 5.7(b) is in full force and effect and constitutes a legal, valid and binding obligation of the applicable Seller, enforceable in accordance with their terms except as such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting the rights of creditors generally and by general principles of equity, and, to the Knowledge of the Sellers, there is not a default, arrearage or unpaid obligation, including taxes, common area charges or the like which is due and owing with respect to such leases beyond any applicable grace period. To the Knowledge of the Sellers, no proceeding has been instituted against a Seller to evict or remove a Seller from the Leased Real Property.
(b) Schedule 5.7(b) sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining theretothereto (including all amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates). With respect to each of such leases and subleases, except as otherwise set forth on Schedule 5.7(b), no Seller has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise of, any option, right of first offer or right of first refusal contained in any such lease or sublease, including, without limitation, any such option or right pertaining to purchase, expansion, renewal, extension or relocation (collectively, "Options").
(bc) The rental payment set forth in each lease or sublease of the Leased Real Property is the actual rental rent being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither . Each Seller has the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating full right to any of exercise its respective Options contained in the respective leases and subleases pertaining to the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of on the terms and obligations conditions contained therein and upon due exercise would be entitled to enjoy the full benefit of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Subleasesuch Options with respect thereto.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Leased Real Property. Other than the Denric Tool Property and -------------------- as set forth in Schedule 3.13, Company does not own or occupy any real property. Schedule 3.13 lists the leases currently in effect with respect to the real property used or occupied by Company other than the Denric Tool Property (a) the "Leased Real Property"). Schedule 3.17 of the Disclosure Schedule3.13 also sets forth, lists, as of the date of this Agreement, the street address of with respect to each parcel of Leased Real Property and leased pursuant to any oral lease arrangement, the identity of the lessor, lessee and current occupant (if different from lessee) material terms of each such parcel oral lease. To Management's Knowledge, there are now in full force and effect duly issued certificates of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to occupancy permitting the Leased Real Property and any improvements located thereon to be legally used and all ancillary documents pertaining thereto.
(b) The rental set forth in each lease occupied as the same are now constituted. To Management's Knowledge, there is no claim of adverse possession or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to prescriptive rights involving any of the Leased Real Property and no basis exists for any such claim. No public improvements have been commenced and, to Management's Knowledge, none are planned which in either case may result in special assessments against or any other matters which do or may otherwise materially adversely affect the current use, occupancy or value thereof any Leased Real Property. Except as it relates to the Business, and there are no pending orset forth on Schedule 3.12, to the Sellers’ or Parent’s knowledgeManagement's Knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to no portion of any of the Leased Real Property has been used as a landfill or any for storage or landfill of Hazardous Materials (other matters than Hazardous Materials which do or may materially adversely affect are used in the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any ordinary course of the Business in accordance with the Environmental Laws). To Management's Knowledge, there is no (i) Order requiring repair, alteration, or correction of any existing condition affecting any Leased Real Property or any the systems or improvements thereat, (ii) condition or defect which could give rise to an Order of the structures thereonsort referred to in "(i)" above, or the use(iii) underground storage tanks, occupancy or operation thereof by the Seller or Parent or any of its Affiliatesstructural, violate any material governmental requirementsmechanical, deed or other title covenants defects of material significance affecting any Leased Real Property or restrictions the systems or permits.
improvements thereat (e) To the Seller’s and Parent’s knowledgeincluding, the Seller and Parent have obtained all material approvals but not limited to, inadequacy for normal use of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of mechanical systems or disposal or water systems at or serving the Leased Real Property and the structures located thereonProperty).
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Stock Purchase Agreement (Wec Co)
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, 4.7(a) sets forth (i) the street address of each parcel of all material real property leased by Seller and primarily used in connection with the Business (collectively, the “Leased Real Property and Property”), (ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true True, correct and complete list copies of all the leases and subleases relating to governing the Leased Real Property, together with all amendments thereto and assignments and/or subleases thereof (the “Real Property Leases”), have been delivered to Buyer and any and all ancillary documents pertaining thereto.
(b) are set forth on Schedule 4.7(a). The rental amount set forth in each lease or sublease of the Leased Real Property Lease is the actual rental amount being paid, and there are no separate agreements or understandings with respect to the same...
(cb) Neither To the Seller or Parent has received Knowledge of Seller, there is no material violation of any notice of threatened condemnation proceedings, lawsuits or administrative actions Applicable Law relating to any of the Leased Real Property Property. Seller has made available to Buyer, to the extent in Seller’s possession, copies of all the certificates of occupancy, environmental reports and audits, appraisals, permits, other Liens, title documents and other documents relating to or otherwise affecting the Leased Real Property, the operations of the Seller (as they relate to the Business) thereon or any other matters which do or may materially adversely affect the current useuses thereof. Seller is in peaceful and undisturbed possession of each parcel of Leased Real Property, occupancy or value thereof as it relates and, to the BusinessKnowledge of Seller, and there are no pending orcontractual or legal restrictions that preclude or restrict the ability to use the Leased Real Property for the purposes for which it is currently being used. To the Knowledge of Seller, to all existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet access and other utilities required for the Sellers’ or Parent’s knowledgeuse, threatened condemnation proceedingsoccupancy, lawsuits or administrative actions relating to any operation and maintenance of the Leased Real Property or any other matters which do or may materially adversely affect are adequate for the current use, occupancy or value thereof conduct of the Business as it relates to has been and currently is conducted. To the Business.
(d) Neither Seller nor Parent has received any notice that any Knowledge of Seller, there are no material latent defects or material adverse physical conditions affecting the Leased Real Property or any of the structures thereonfacilities, buildings, structures, erections, improvements, fixtures, fixed assets and personal property of a permanent nature affixed or attached to, located on or forming part of the Leased Real Property which would render the Leased Real Property unusable for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing. Seller has not subleased any part of the Leased Real Property to any other Person and, to the Knowledge of Seller, no other Person has any rights to the use, occupancy or operation enjoyment thereof by the Seller or Parent or pursuant to any of its Affiliateslease, violate any material governmental requirementslicense, deed occupancy or other title covenants agreement, nor has Seller assigned its interest under any lease to any third party.
(c) Schedule 4.7(c) sets forth a true and complete list of all ancillary documents, if any, in Seller’s possession pertaining to the Leased Real Property, including all written amendments, modifications, supplements, exhibits, schedules, addenda and restatements thereto and thereof and all consents, including consents for alterations, assignments and sublets, documents recording variations, memoranda of lease, options, rights of expansion, extension, first refusal and first offer and evidence of commencement dates and expiration dates. With respect to each of the leases of the Leased Real Properties, Seller has not exercised, nor to the Knowledge of Seller, has any lessor or restrictions landlord exercised (nor has Seller received any notice of exercise by a lessor or permitslandlord of), any option, right of first offer or right of first refusal contained in any such lease or sublease, including any option or right pertaining to purchase, expansion, renewal, extension or relocation.
(d) The interests of Seller in the Leased Real Property to be transferred pursuant to this Agreement are sufficient for the continued conduct of the Business after the Closing in substantially the same manner as conducted prior to the Closing.
(e) To the Seller’s and Parent’s knowledge, the Knowledge of Seller and Parent have obtained to the extent required by Applicable Law, all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property is occupied under a valid and current certificate of occupancy or other permit, and the structures located thereonTransactions contemplated by this Agreement will not require the issuance of any new or amended certificate of occupancy. To the Knowledge of Seller, all improvements on the Leased Real Property constructed by or on behalf of Seller, or, to the Knowledge of Seller after inquiry, constructed by or on behalf of any other person, were constructed in compliance with all Applicable Laws affecting such Leased Real Property.
(f) Seller has not received any written notice of existing, pending or threatened (i) condemnation proceedings affecting the Leased Real Property, or (ii) zoning, building code or other moratorium proceedings, or similar matters which would reasonably be expected to materially and Parent represent and warrant that it is authorized adversely affect the ability to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell any portion of operate the Leased Real Property to a direct or indirect competitor as currently operated. Neither the whole nor any material portion of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the any Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USDhas been damaged or destroyed by fire or other casualty.
Appears in 1 contract
Sources: Asset Purchase Agreement (Alj Regional Holdings Inc)
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address 4.12(a) contains a true and correct list of each parcel of Leased Real Property leased by the Sellers and utilized by the identity Sellers in the Business. True, correct and complete copies of all documents evidencing the leases described in Schedule 4.12
(a) have been delivered to the Buyer prior to the date of this Agreement. Each of the lessorleases described on Schedule 4.12(a) (other than the Frankfort Lease, lessee which is not being assumed by the Buyer) is now, and current occupant will be on the Closing Date, in full force and effect; and there are not now, and will not be on the Closing Date, any existing defaults or events of default, real or claimed, or events which with notice or lapse of time or both would constitute defaults, thereunder. All such leases except as otherwise indicated on Schedule 4.12(a) are fully assignable without the consent of any third party.
(if different from lesseeb) of each such parcel of Leased Real Property. It also sets forth Schedule 4.12(b) contains a true and complete list correct description of the Owned Real Property and the indebtedness secured thereby. GCS has good and marketable fee simple title to the Owned Real Property, free and clear of any and all Encumbrances except for Permitted Encumbrances. Copies of all leases and subleases relating documents evidencing Encumbrances upon the Owned Real Property shall have been delivered to the Buyer prior to the date of this Agreement.
(c) The improvements on the Leased Real Property and the Owned Real Property do not violate any applicable state or local laws, private restrictive covenant or governmental use restrictions (including zoning), building ordinances, or health and all ancillary documents pertaining theretosafety ordinances except to the extent that such violation would not have a material, adverse effect on the Business or Purchased Assets.
(bd) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there There are no pending or, to the Sellers’ or Parent’s knowledge' Knowledge, threatened condemnation proceedingscondemnations, lawsuits planned public improvements, annexation, special assessments, zoning, or administrative actions relating to any of subdivision changes, or other adverse claims affecting the Leased Real Property or any other matters which do or may materially adversely affect and the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Owned Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permitsProperty.
(e) To All licenses, permits and approvals required for the Seller’s occupancy and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy operation of the Leased Real Property and the structures located thereonOwned Real Property (with appurtenant parking uses) have been obtained and are in full force and effect, and there are not violations in connection with such items.
(f) Seller and Parent represent and warrant Except as disclosed on Schedule 4.12(f), none of the Sellers nor the Stockholders possess any studies or reports that it is authorized to enter into and perform indicate any defects in the terms design or construction of this Agreement any of the improvements on the Leased Real Property and the Sublease Agreement to which it will become a party pursuant to this AgreementOwned Real Property.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of There are no past due Taxes, assessments, or other charges affecting the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the SubleaseOwned Real Property.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Leased Real Property. 4.22.2 of the Disclosure Schedule lists and describes briefly all real property that each of the Acquired Companies leases (a“Leased Real Property”) and each lease agreement with respect to such Leased Real Property. Schedule 3.17 True, correct and complete copies of the Disclosure Scheduleall leases together with all amendments supplements, lists, as of the date of this Agreementnon-disturbance agreements and any other material documents pertaining thereto (collectively, the street address “Leases”) have been made available to Buyer. All of each parcel of Acquired Company’s material leasehold interests in Leased Real Property are held under valid, binding and the identity of the lessorenforceable leases, lessee except as such enforceability may be limited by (i) bankruptcy laws and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and any and all ancillary documents pertaining thereto.
(b) The rental set forth in each lease or sublease of the Leased Real Property is the actual rental being paidother similar laws affecting creditors’ rights generally, and there are (ii) general principles of equity, regardless of whether asserted in a proceeding in equity or at law. There is no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no action pending or, to the Sellers’ or Parent’s knowledgeKnowledge of Seller, threatened condemnation proceedings, lawsuits or administrative actions relating in writing that could reasonably be expected to interfere with the quiet enjoyment of any such leasehold interest. No Acquired Company has been notified in writing that it is in breach of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate obligations in any material governmental requirements, deed lease under which it occupies or has any leasehold or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them interest in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Knowledge of Seller there are no facts or circumstances which with the passage of time and Parent agree not to sublease or sell notice would constitute a default or event of default under and such Lease. No Acquired Company has received any portion written notice of the violation or claimed violation of any applicable building, zoning, subdivision and other land use and similar Laws affecting its interests in Leased Real Property and to the Knowledge of Seller there are no facts or circumstances which with the passage of time and or notice would constitute such a direct or indirect competitor of Buyer or the Businessviolation.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Stock Purchase Agreement (AquaVenture Holdings LTD)
Leased Real Property. (aA) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property and the identity of the lessor, lessee and current occupant (if different from lessee2.1(a)(v) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases leasehold or sub-leasehold estates and subleases other rights to hold, use, possess or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held any PMG Company as of the Effective Time (the “Leased Real Property”), and all Leases relating thereto, which list also sets forth the date of the Lease evidencing such leasehold interest and the date of any amendments and supplements thereto, as well as the names of the parties thereto and the address of such Leased Real Property. Other than the Leased Real Property, no PMG Company has ever leased any real property.
(B) Except as set forth in Schedule 3.2(j)(i), and to PMG’s Knowledge: (1) all Leases relating to the Leased Real Property are legal, valid, binding and enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party and the application of any and all ancillary documents pertaining thereto.
bankruptcy or creditor’s rights Laws; (b2) The rental set forth the transactions contemplated by this Agreement will not result in each lease a breach or sublease of the Leased Real Property is the actual rental being paid, and there are no separate agreements or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to default under any of the Leases, and will not otherwise cause any of the Leases to cease to be enforceable and in full force and effect on identical terms following the Closing; (3) no PMG Company is and, to the Knowledge of PMG, no other party is in breach or default under any such Lease; (4) such Lease has not been assigned by any PMG Company (or to the Knowledge of PMG, other than collaterally, by the landlord thereunder), supplemented, or amended; (5) no PMG Company has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any other matters which do or may materially adversely affect portion thereof; (6) (x) the current useuses of and existing structures located on the Leased Real Property are in material compliance with all applicable zoning and other land use or occupancy requirements, occupancy and any covenants, conditions or value thereof as it relates agreements affecting the Leased Real Property, and (y) each PMG Company, to the Businessextent required by any applicable Laws, is in possession of all certificates of occupancy with respect to the Leased Real Property issued by the appropriate governmental authorities; (7) no construction, alteration, or other leasehold improvement work with respect to such Lease remains to be paid for or performed by any party to such Lease except for any such work required by the parties thereunder as part of the maintenance, repair and replacement obligations, including without limitation with respect to casualty damage; and (8) each PMG Company has all necessary access to and from the Leased Real Property as is reasonably adequate for the current operation thereof.
(C) Each PMG Company holds, subject to the terms and conditions of the Leases described on Schedule 3.2(j)(i), good leasehold title to, and there actual and exclusive possession of, the Leased Real Property, free and clear of Liens created by or through such PMG Company. There are no claims pending or, to the Sellers’ or Parent’s knowledgeKnowledge of PMG, threatened condemnation proceedings, lawsuits that could have the effect of impairing or administrative actions relating restricting the Buyer’s future access to any of the Leased Real Property Property. PMG has delivered or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates made available to the Business.
(d) Neither Seller nor Parent has received any notice that any Buyer complete and accurate copies of each of the Leases for the Leased Real Property or any Property, and none of the structures thereonLeases have been modified in any material respect or extended, except to the extent that such modifications or the use, occupancy or operation thereof extensions are disclosed by the Seller copies delivered or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection with the use and occupancy of the Leased Real Property and the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain made available to the SubleaseBuyer.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Asset Purchase Agreement (Global Eagle Entertainment Inc.)
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, lists, Except as of the date of this Agreementset forth in Exhibit 3.9(a), the street address of each parcel of Leased Real Property and the identity of the lessorCompany does not hold legal title to, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating to the Leased Real Property and or own any and all ancillary documents pertaining theretolegal or beneficial interest in any real property.
(b) Exhibit 3.9(b) lists all leases pursuant to which the Company holds, occupies or uses any real property (the "Real Property Leases"), and Exhibit 3.9 includes complete and accurate legal descriptions of such leased real property.
(c) The rental Company does not hold, occupy or use any real property except for the real property subject to the Real Property Leases (the "Leased Real Property"). True and complete copies of the Real Property Leases have been provided to the Buyer.
(d) The activities carried on in all buildings, plants, facilities, installations, fixtures and other structures or improvements included as part of, or located on or at, the Leased Real Property, and the buildings, plants, facilities, installations, fixtures and other structures or improvements themselves, are not in violation of, or in conflict with, any applicable zoning, Environmental Law, health regulations or ordinance or any other similar Law.
(e) Except as set forth in each lease Exhibit 3.9, no Hazardous Material have been used in the construction or sublease repair of, or any alterations or additions to, or are otherwise located on, any portion of the Leased Real Property.
(f) No parcel of land included in the Leased Real Property relies on or regularly makes use of access to the nearest public road or right-of-way over land owned by others, except where such access is by means of one or more valid recorded easements not subject to divestiture, the terms of which have been disclosed in writing to the Buyer prior to the date hereof, and which easements the Company is entitled to use under the terms of the documents creating such easements and under the terms of the Real Property Leases. All covenants or other restrictions (if any) to which any of the Leased Real Property is subject are being in all respects properly performed and observed and, except for covenants contained in the actual rental being paidReal Property Leases, do not provide for forfeiture or reversion of title if violated, and there are no separate agreements or understandings with respect to neither the same..
(c) Neither Company nor the Seller or Parent owners of any of the Leased Real Property has received any notice of threatened condemnation proceedingsviolation (or claimed violation) thereof.
(g) The Company has delivered to the Buyer true and complete copies of the most recent title insurance policies and surveys (if any) for the Leased Real Property and copies of any recorded documents referred to in such policies or surveys, lawsuits together with copies of all reports (if any) of any engineers, environmental consultants or administrative actions other consultants in its possession relating to any of the Leased Real Property.
(h) Each separate parcel included in the Leased Real Property or and any improvements located thereon are served by water, storm and sanitary sewer facilities, telephone, gas and electricity, fire protection, drainage and other matters public utilities, all of which do or may materially adversely affect are adequate for the current use, occupancy or value present and continued use thereof as it relates to in the Businessusual and normal conduct of the Company's business and operations, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any have adequate parking facilities that meet all requirements imposed by applicable Laws.
(i) None of the Leased Real Property is subject to any recorded or unrecorded Lien, easement, right-of-way, building or use restriction, exception, variance, reservation or limitation as might in any other matters which do material respect interfere with or may materially adversely affect impair the current use, occupancy or value present and continued use thereof as it relates to in the Businessusual and normal conduct of the business and operations of the Company.
(dj) Neither Except as disclosed on Exhibit 3.9(j), there is no pending, or, to the knowledge of any of the Seller nor Parent has received or the Company, any notice that threatened or proposed proceeding or governmental action to modify the zoning classification of, or to condemn or take by the power of eminent domain (or to purchase in lieu thereof), or to classify as a landmark, or to impose special assessments on, or otherwise to take or restrict in any way the right to use, develop or alter, all or any part of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permitsProperty.
(ek) To All the Seller’s Real Property Leases are in full force and Parent’s knowledgeeffect, valid and enforceable in accordance with their respective terms, except as such enforce ability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws in effect which affect the Seller enforcement of creditors' rights generally and Parent by equitable limitations on the availability of specific remedies.
(l) Except as set forth in Exhibit 3.9(l), none of the Real Property Leases have obtained all material approvals of governmental authorities (including certificates of use been amended or modified and occupancythere are no agreements, licenses written or oral, between the Company and other permits) required to be held by them in connection with the use and occupancy owner of the Leased Real Property, other than the Real Property Leases. the Company has not received any notice of any, and the structures located thereonthere exists no, dispute, claim, event of default or event which constitutes or would constitute (with notice or lapse of time or both) a default under any Real Property Lease.
(fm) Seller All rent and Parent represent other amounts due and warrant that it is authorized payable with respect to enter into and perform the terms Real Property Leases have been paid through the date of this Agreement Agreement, and all rent and other amounts due and payable with respect to the Sublease Agreement Real Property Leases on or prior to which it the Closing Date will become a party pursuant have been paid prior to this Agreementthe Closing Date.
(gn) Seller and Parent represent and warrant that it All lessors under the Real Property Leases have consented or, prior to the Closing Date will perform in accordance with all have consented (where such consent is necessary), to the consummation of the terms and transactions contemplated by this Agreement or the Related Agreements without requiring modification in the rights or obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Subleaselessors thereunder.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Leased Real Property. (a) The Company does not currently own any real property, nor has the Company owned any real property since January 8, 2016. The Company does not hold any options or rights to acquire any real property nor is the Company obligated or bound by any options, obligations or rights of first refusal or contractual rights to sell, lease or purchase any real property (other than the Leased Real Property. ).
(b) Schedule 3.17 of the Disclosure Schedule, lists, as of the date of this Agreement, 3.11(b) identifies (i) the street address of each parcel of Leased Real Property, and (ii) the identification of the lease, license, sublease or other occupancy agreements and all amendments, modifications, supplements, and assignments thereto, together with all exhibits, addenda, riders and other documents constituting a part thereof for each parcel of Leased Real Property (collectively, the “Leases”), and the identity identification of all subleases, overleases, occupancy agreements and other ancillary agreements or documents pertaining to the lessor, lessee and current occupant (if different from lessee) of tenancy at each such parcel of Leased Real Property. It also sets forth a true , including, without limitation, all memoranda of lease, estoppel certificates, consents, commencement date letters, letters of extensions, subordination, non-disturbance and complete list of all leases and subleases relating to attornment agreements, documents or correspondence that affect or may affect the tenancy at any Leased Real Property and any and all ancillary documents pertaining thereto(collectively the “Ancillary Lease Documents”).
(bc) The rental Leases and the Ancillary Lease Documents are valid, binding, enforceable and in full force and effect and have not been modified or amended except as disclosed on Schedule 3.11(b). The Leases and the Ancillary Lease Documents constitute all of and the only agreements under which the Company holds leasehold or sub-leasehold interests in any real property. The Company has delivered to Buyer full, complete and accurate copies of each of the Leases and all Ancillary Lease Documents described in Schedule 3.11(b).
(d) With respect to each of the Leases identified on Schedule 3.11(b), except as set forth on Schedule 3.11(d):
(i) the Lease and all Ancillary Lease Documents shall continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing;
(ii) neither the Company, nor, to the knowledge of the Company, any other party to any Leases or Ancillary Lease Documents is in breach or default, and, to the knowledge of the Company, 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 Leases or any Ancillary Lease Documents;
(iii) the rent set forth in each lease or sublease Lease of the Leased Real Property is the actual rental rent being paid, and there are no separate agreements or understandings with respect to the same..; and
(civ) Neither the Seller Company has not exercised or Parent given any notice of exercise, nor has any lessor or landlord exercised or received any notice of threatened condemnation proceedingsexercise, lawsuits of any option, right of first offer or administrative actions relating right of first refusal contained in any such Lease or Ancillary Lease Document, including any such option or right pertaining to any of the Leased Real Property purchase, expansion, renewal, extension or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permitsrelocation.
(e) To the Seller’s and Parent’s knowledgeExcept as otherwise set forth in Schedule 3.11(e), the Seller and Parent have obtained all material approvals Company has not made any improvements or construction of governmental authorities (including certificates a value in excess of use and occupancy, licenses and other permits) required $5,000 in the aggregate made to be held by them in connection with the use and occupancy of the or constructed on any Leased Real Property and within the structures located thereonapplicable period for the filing of mechanics’ liens.
(f) Seller and Parent represent and warrant that it is authorized to enter The Company has not entered into and perform any Contract for the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease assignment or sell any portion other transfer of the Leased Real Property to a direct or indirect competitor of Buyer or the BusinessProperty.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Stock Purchase Agreement (Computer Programs & Systems Inc)
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of 1.01-3 sets forth the Disclosure Schedule, lists, as of the date of this Agreement, the street address or other description of each parcel of Leased Real Property. True, correct and complete copies of Sellers' real estate files for the Leased Real Property and have been provided. There are no Contracts for the identity Leased Real Property that are not contained within the real estate files which would increase the obligations or decrease the rights of Sellers in respect of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true and complete list of all leases and subleases relating With respect to the Leases for each Leased Real Property: (i) there are no disputes with respect to such Lease; (ii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (iii) the Sellers do not owe any brokerage commissions or finder's fees with respect to such Lease; (iv) the Sellers have not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (v) the Sellers have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and any and all ancillary documents pertaining thereto(vi) there are no Liens on the estate or interest created by such Lease except for Permitted Liens.
(b) The rental set forth To the Knowledge of Circuit City, FNANB and Tyler Funding, (i) all Improvements are in each lease or sublease reasonably good condition and repair and sufficient for the operation of the Leased Real Property is the actual rental being paidCredit Card Business, as currently conducted, subject to reasonable wear and tear, and (ii) there are no separate agreements facts or understandings with respect to the same..
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedings, lawsuits or administrative actions relating to conditions affecting any of the Leased Real Property or Improvements which would interfere in any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures thereon, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permits.
(e) To the Seller’s and Parent’s knowledge, the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of use and occupancy, licenses and other permits) required to be held by them in connection respect with the use and or occupancy of the Leased Real Property and Improvements or any portion thereof in the structures located thereon.
(f) Seller and Parent represent and warrant that it is authorized to enter into and perform the terms of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all operation of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement Credit Card Business, as they pertain to the Subleasecurrently conducted.
(h) Seller and Parent agree not to sublease or sell any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the Business.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Circuit City Stores Inc)
Leased Real Property. (a) Leased Real Property. Schedule 3.17 of the Disclosure Schedule, 3.16(a) lists, as of the date of this Agreement, : (i) the street address of each parcel of real property leased or occupied by the Seller and used in the Business, together with, to the extent leased by the Seller, a general description of all significant buildings and other significant structures, facilities or improvements located thereon (collectively, the "Leased Real Property and Property"), (ii) the identity of the lessor, lessee lessee, each sublessor and sublessee (if applicable), and the current occupant (if different from lessee) of each such parcel of Leased Real Property. It also sets forth a true Property and complete list (iii) the current use of all leases and subleases relating to the each such parcel of Leased Real Property and any and all ancillary documents pertaining theretoProperty.
(b) The rental Seller is the lessee or sublessee of each of the leasehold estates set forth in Schedule 3.16(b) as being leased by it, and except as set forth in Schedule 3.16(b), is in possession of each lease or sublease of the premises purported to be so leased. Attached as Schedule 3.16(b) are true, correct and complete copies of the leases for each parcel of the Leased Real Property Property. Each such lease pursuant to which such leasehold estate is granted is valid and without any material default thereunder by the actual rental being paidSeller, and there are no separate agreements or understandings with respect or, to the same..knowledge of the Seller, the lessor. At Closing, each of the leases will be in full force and effect. Seller shall make timely provision to satisfy any existing security interest in the Leased Real Property at Closing.
(c) Neither the Seller or Parent has received any notice of threatened condemnation proceedingsExcept as set forth in Schedule 3.16(c), lawsuits or administrative actions relating to any of the Leased Real Property or any other matters which do or may materially adversely affect the current usethere is no pending, occupancy or value thereof as it relates to the Business, and there are no pending or, to the Sellers’ or Parent’s knowledge, threatened condemnation proceedings, lawsuits or administrative actions relating to any knowledge of the Leased Real Property Seller, threatened, condemnation, eminent domain or any other matters which do or may materially adversely affect the current use, occupancy or value thereof as it relates similar proceeding with respect to the Business.
(d) Neither Seller nor Parent has received any notice that any of the Leased Real Property or any of the structures improvements or fixtures thereon.
(d) The Leased Real Property and the present uses and operations thereof comply in all material respects with all zoning laws and ordinances and Seller has not received any notice of any violation thereof. The Seller has not made any alterations or additions to the buildings upon the Leased Real Property without any required consent of the lessor, or the use, occupancy or operation thereof by the Seller or Parent or any of its Affiliates, violate any material governmental requirements, deed or other title covenants or restrictions or permitswithout compliance with all applicable law.
(e) To The Seller has not leased or subleased any parcel or any portion of any parcel of the Seller’s and Parent’s knowledgeLeased Real Property to any other Person, nor has the Seller and Parent have obtained all material approvals of governmental authorities (including certificates of assigned its interest under any lease or sublease listed in Schedule 3.16(e) to any third party. Except for consents to assignment required for the Purchaser to occupy the Leased Real Property, there are no facts that would prevent the Leased Real Property from being occupied by the Purchaser after the Closing in the same manner as occupied by the Seller immediately prior to the Closing. The Seller shall 18 <PAGE> not enter into any agreement affecting use and occupancy, licenses and other permits) required to be held by them in connection with the use and and/or occupancy of the Leased Real Property and which would be binding upon or otherwise adversely affect Purchaser after Closing. All sums due to the structures located thereonlessor shall be fully paid by Seller to the end of the payment period immediately preceding the Closing Date.
(f) Neither the Seller and Parent represent and warrant that it is authorized to enter into and perform the terms nor any of this Agreement and the Sublease Agreement to which it will become a party pursuant to this Agreement.
(g) Seller and Parent represent and warrant that it will perform in accordance with all of the terms and obligations of the Sublease Agreement and all terms set forth in this Agreement as they pertain to the Sublease.
(h) Seller and Parent agree not to sublease or sell its Affiliates owns any portion of the Leased Real Property to a direct or indirect competitor of Buyer or the BusinessProperty.
(i) Seller and Parent agree to sublease to Buyer 25,000 square feet (sq. ft.) of the Leased Real Property in order to continue operating the Business for a maximum term of five (5) years at a total monthly rental not to exceed $25,000 USD.
Appears in 1 contract
Sources: Asset Purchase Agreement