Real Property and Equipment. 5.1. Upon the Closing, Shochet will sublease or assign (or cause to be subleased or assigned) to BlueStone all of Shochet's right, title and interest to all properties where Shochet Persons operate or conduct retail or institutional brokerage business prior to the date hereof (the "Shochet Leases"), under the Shochet Leases requested to be assigned or sublet to BlueStone on or before the Closing Date at the same rent paid by Shochet. A list of the Shochet Leases is set forth on Schedule 5 (a) attached hereto. Shochet will use its best efforts, with respect to those properties requested by BlueStone, to (i) obtain any and all applicable consents necessary to sublease or assign the Shochet Leases to BlueStone prior to the Closing, (ii) execute assignments of the Shochet Leases in substantially the form of Exhibit A attached hereto, and (iii) obtain landlord estoppel certificates relating to the Shochet Leases in substantially the form of Exhibit B attached hereto (the documents referred to in the preceding clauses (i) (ii) and (iii) collectively referred to as the "Landlord Documents"), and will assign to BlueStone its rights to the security deposits relating to such Shochet Leases. To the extent that Shochet has not obtained the Landlord Documents relating to any Shochet Lease requested by BlueStone relating to any Shochet Lease by the Closing Date, then Shochet will sublease to BlueStone the properties relating to those Shochet Leases for which the Landlord Documents have not been obtained, for as long as requested by BlueStone. Shochet agrees to continue to use its best efforts to obtain any such remaining Landlord Documents after the Closing Date. As a condition to BlueStone accepting assignment of any Shochet Lease, BlueStone shall receive all Landlord Documents pertaining to such Shochet Lease. If Shochet does not deliver to BlueStone the Landlord Documents with respect to any property subject to a Shochet Lease within 120 days of the date of this Agreement, BlueStone shall not be obligated to accept assignment of any such Shochet Lease.
Appears in 2 contracts
Sources: Asset Purchase Agreement (Healthstar Corp /Ut/), Asset Purchase Agreement (Shochet Holding Corp)