ALTERATIONS AND PERSONAL PROPERTY. Subject to the proviso of the first sentence of Section 6, Tenant shall have no right to make any structural alterations to the Building without the prior written consent of Landlord and Prime Landlord, which may be withheld in their sole discretion. If Landlord and Prime Landlord approve any such alterations, Tenant must obtain from Landlord and Prime Landlord approval in writing in advance of plans and specifications for the work, and shall keep the Premises free and clear of any lien or claim of lien arising out of any such work occurring, or allegedly occurring, by, through or under Tenant. Tenant shall immediately pay and discharge any such lien or claim of lien that is filed. All inventory, equipment, fixtures and furnishings installed in or attached to the Premises by and at the expense of Tenant may be removed by Tenant at any time during the Lease term provided Tenant is not in default hereunder, and provided that such removal will not damage the Premises or that any damage caused by such removal will be promptly repaired by Tenant at its expense. Any such property not so removed before the expiration of the term of this Lease or the Exhibit 2.4 (continued) earlier termination of this Lease shall, as Landlord's option, become the property of Landlord, or shall be removed by Tenant. Tenant shall repair any damage caused by removal, and these obligations shall survive termination of this Lease or expiration of the Lease term. All personal property owned by Tenant shall be brought onto the Premises at Tenant's sole risk, and Tenant hereby releases Landlord from any liability for damage to such property, no matter how caused.

ALTERATIONS AND PERSONAL PROPERTY. Section 5.1 Licensee shall not make any changes, additions, improvements, alterations or other physical changes (including installing window coverings or hanging items or making holes in the walls) to the Licensed Space or any portions thereof, or any of the systems therein or thereon, or bring any furniture or equipment (including laboratory equipment) onto the Licensed Space without the prior written consent of Licensor and Manager. The only signage that will be allowed with respect to the Dedicated Space will be the interior sign installed by Licensor as provided in Schedule III. Section 5.2 All personal property, including furniture and equipment installed in or located in the Licensed Space prior to Licensee’s use of the Licensed Space is the property of Licensor and, includes without limitation, the personal property described on Schedule I attached hereto (the “Licensor’s FF&E”). The Licensor’s FF&E shall not be altered, added to or replaced in any way by Licensee and on the License Termination Date shall be delivered back to the Licensor by Licensee in good operating condition subject only to reasonable wear and tear. If Licensee fails to deliver Licensor’s FF&E pursuant to and in the condition required by the preceding sentence, Licensor may charge Licensee, and Licensee shall pay to Licensor within 10 (ten) days from notice of such charge, reasonable repair or replacement cost, at Licensor’s sole discretion, for such Licensor’s FF&E. Additionally, Licensor may, in its sole discretion and at any time, apply all or a portion of the security deposit referred to in Section 2.5 of this Agreement to the payment of all or a portion of costs to repair or replace Licensor’s FF&E damaged by Licensee. Section 5.3 In consideration of the mutual benefits arising under this Agreement and in order to receive payment of all License Fees and other fees and amounts payable by Licensee to Licensor under this Agreement and the faithful performance and observance of all covenants and agreements of Licensee under this Agreement, Licensee hereby grants to Licensor a lien and security interest on and in all of the property of Licensee now or hereafter placed in, upon or about the Premises, including without limitation all goods, wares, fixtures, trade fixtures, machinery, inventory, equipment, furniture, furnishings and other personal property now or hereafter placed in or upon the Premises (collectively, “Licensee’s Property”) and also upon all proceeds of any insuranc...

ALTERATIONS AND PERSONAL PROPERTY. 19 Section 14. INSURANCE.......................................................22 Section 15. DAMAGE OR DESTRUCTION...........................................25 Section 16. INDEMNIFICATION.................................................31 Section 17. CONDEMNATION....................................................35 Section 18. LIENS...........................................................36 Section 19. EXISTING SPACE LEASES; ASSIGNMENT AND SUBLETTING................37 Section 20. SUBORDINATION OR SUPERIORITY OF LEASE...........................40 Section 21.

ALTERATIONS AND PERSONAL PROPERTY. (a) Except as required by Tenant's repair and maintenance obligations under this Lease, Tenant shall not make any alterations, additions, installations or other improvements ("Alterations") to the Master Lease Property or any part thereof without the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed with respect to the Main Building Areas but which may be withheld in Landlord's sole discretion with respect to the Unimproved Area. However, nothing in this Section shall be deemed to diminish Landlord's obligation to grant easements under Section 6(e) or Tenant's right to replace Signs under Section 9(d). Moreover, Tenant need not seek the consent of Landlord to (i) install any Alteration in the Main Building Area costing One Hundred Seventy Thousand Dollars ($170,000.00) or less, (ii) install any tenant improvement work for subleased space in the Main Building, (iii) install communications equipment on the roof of the Main Building (the "Roof Based Facilities") (provided any such piece of the Roof Based Facilities does not exceed twenty (20) feet in diameter), or (iv) dismantle and remove any clean room contained in the Main Building (collectively, "Preapproved Alterations"). Notwithstanding anything to the contrary herein, in no event shall Tenant make any Alterations which would affect the structure or structural integrity of the Main Building or the facade of the Main Building or construct or place any communications equipment on the exterior of the Main Building or other exterior portions of the Main Building Area (except the Roof Based Facilities described in clause (iii) above) without obtaining the prior written consent of Landlord, which consent shall not be unreasonably withheld or delayed. Any Alteration in or to the Master Lease Property, whether or not requiring the approval of Landlord, shall be subject, however, in all cases to the following: (i) Except to the extent that any Alteration is a Preapproved Alteration, no Alteration shall be made without at least 30 days prior notice to Landlord (unless Applicable Laws require otherwise or except in the case of an emergency, in which case, Tenant shall give Landlord as much notice as is practicable), accompanied by a copy of the proposed plans and specifications in detail reasonably sufficient for Landlord to review same, the identity of the contractor and any Version 10 subcontractors, and a copy of all contracts with respect to the Alteration. All Alte...

ALTERATIONS AND PERSONAL PROPERTY. Section 5.1 Participant shall not make any changes, additions, improvements, alterations or other physical changes (including installing window coverings or hanging items or making holes in the walls) to the TMCx Program Space or any portions thereof, or any of the systems therein or thereon, or bring any furniture or equipment (other than personal computers, cell phones and similar personal use devices) onto the TMCx Program Space without the prior written consent of TMC. No Participant signage is allowed with respect to the Workstation or otherwise under this Agreement without the prior written consent of TMC. Section 5.2 All personal property, including furniture and equipment installed in or located in the TMCx Program Space by or on behalf of TMC, is the property of TMC (“ TMC’s FF&E”). TMC’s FF&E shall not be altered, added to or replaced in any way by Participant and on the Termination Date shall be delivered back to TMC by Participant in good operating condition subject only to reasonable wear and tear. If Participant fails to deliver TMC’s FF&E pursuant to and in the condition required by the preceding sentence, TMC may charge Participant, and Participant shall pay to TMC within 10 (ten) days from notice of such charge, reasonable repair or replacement cost, at TMC’s sole discretion, for such TMC’s FF&E. Section 5.3 In consideration of the mutual benefits arising under this Agreement and in order to secure payment of all amounts payable by Participant to TMC under this Agreement and the faithful performance and observance of all covenants and agreements of Participant under this Agreement, Participant hereby grants to TMC a lien and security interest on and in all of the property of Participant now or hereafter placed in, upon or about the TMC Innovation Institute Campus, including without limitation all goods, wares, fixtures, trade fixtures, machinery, inventory, equipment, furniture, furnishings and other personal property now or hereafter placed in or upon the TMC Innovation Institute Campus (collectively, “ Participant’s Property”) and also upon all proceeds of any insurance which may accrue to Participant by reason of damages to or destruction of any of Participant’s Property, and Participant’s Property and insurance proceeds shall be and remain subject to such lien and security interest of TMC for payment of all amounts payable by Participant to TMC under this Agreement. Said lien and security interest shall be in addition to and cumulative...

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Fixtures and Personal Property All machinery, equipment, fixtures (including, but not limited to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land or the Improvements, or appurtenant thereto, and used in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or used in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the "Personal Property"), and the right, title and interest of Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the "Uniform Commercial Code"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above;
Real and Personal Property (a) Neither the Company nor any of its Subsidiaries own any real property or any interest in real property. Except for the Company Leased Real Property, there is no material real property used or intended to be used by the Company or any of its Subsidiaries in, or otherwise related to, the operation of the Company or any of its Subsidiaries. (b) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries (as applicable) have good and valid title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens, except for Permitted Liens. (c) Section 3.16(c) of the Company Disclosure Letter sets forth a list of all material Company Leases. A true, correct and complete copy of each material Company Lease has been made available to Parent. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, (i) each material Company Lease is a valid and binding obligation of the Company or any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto, enforceable in accordance with its terms (provided that (I) such enforcement may be subject to applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (II) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought), (ii) none of the Company or any of its Subsidiaries is in breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under the terms of, and none has taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any material Company Lease, and (iii) as of the date of this Agreement, to the Knowledge of the Company, no other party to any material Company Lease is in breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under the terms of, and none has taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any material Company Lease. (d) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries (as applicable) have exclusive and peaceful possession of all Company Leased Real Property, (ii) no Person, other than the Company or a Subsidiary of the Company, leases, subleases, licenses, possesses, uses or occupies all or any portion of the Company Leased Real Property, and (iii) there are no outstanding options, rights of first refusals, rights of first offer or other third-party rights to purchase, use, occupy, sell, assign or dispose of the Company Leased Real Property or any interest therein. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened Proceedings to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.
PURCHASE OF EQUIPMENT AND PERSONAL PROPERTY For valuable consideration, the sum of $1.00, receipt of which is acknowledged, Xxxxxx agrees to quitclaim, transfer, sell, waive and release any interest it has or may have, including as the beneficiary of any trust interest created by the provisions of The Book of Discipline of The United Methodist Church, and Xxxxx agrees to accept all of Seller’s title and interest, if any, in and to all of the properties and assets held by Xxxxxx United Methodist Church and relating to the Conference’s claim for itself, or on behalf of The United Methodist Church, of any beneficial right of any kind, including all proprietary rights and privileges of any kind or nature, whether arising by operation of law, trust, contract, property or other means to all tangible personal property owned as of the date of this Bill of Sale in the name of Xxxxxx United Methodist Church (including, without limitation, cash, bank accounts, accounts and notes receivable, deposits, prepaid items, contents, furnishings, equipment, tools, furniture, leasehold improvements, computer software, permits, licenses, authorizations, books, records, papers, securities, funds, goodwill, contracts, and other intangibles (hereinafter collectively, the "Personal Property") on the terms and conditions set forth in this Bill of Sale.
Title to Real and Personal Property The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.
Personal Property In addition to the real property described in Section II, the Seller shall include the following personal property:
Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.
Leased Personal Property Other than Personal Property owned by the Company or the Company Subsidiary, the Company or the Company Subsidiary has good and valid leasehold title to all of the tangible personal property Assets used by the Company or the Company Subsidiary, free and clear of any and all Encumbrances other than Permitted Encumbrances which would not permit the termination of the lease therefor by the lessor. Disclosure Schedule 3.9(c) sets forth all Leases for personal property. With respect to each Lease listed on Disclosure Schedule 3.9(c), (i) there has been no breach or default under such Lease by the Company, the Company Subsidiary or by any other party, (ii) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby will not cause (with or without notice and with or without the passage of time) a default under any such Lease, (iii) such Lease is a valid and binding obligation of the applicable lessor, is in full force and effect and is enforceable by the Company or the Company Subsidiary in accordance with its terms, (iv) no action has been taken by the Company or the Company Subsidiary and no event has occurred which, with notice or lapse of time or both, would permit termination, modification or acceleration by a party thereto other than by the Company or the Company Subsidiary without the consent of the Company or the Company Subsidiary, (v) no party has repudiated any term thereof or threatened to terminate, cancel or not renew any such Lease, and (vi) neither the Company nor the Company Subsidiary has assigned, transferred, conveyed, mortgaged or encumbered any interest therein or in any leased property subject thereto (or any portion thereof).
Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.
ALTERATIONS AND IMPROVEMENTS Tenant shall make no alterations to the buildings or improvements on the Premises or construct any building or make any other improvements on the Premises without the prior written consent of Landlord. Any and all alterations, changes, and/or improvements built, constructed or placed on the Premises by Tenant shall, unless otherwise provided by written agreement between Landlord and Tenant, be and become the property of Landlord and remain on the Premises at the expiration or earlier termination of this Agreement.
Other Personal Property Unless at the time the Secured Party takes possession of any tangible Collateral, or within seven days thereafter, the Debtor gives written notice to the Secured Party of the existence of any goods, papers or other property of the Debtor, not affixed to or constituting a part of such Collateral, but which are located or found upon or within such Collateral, describing such property, the Secured Party shall not be responsible or liable to the Debtor for any action taken or omitted by or on behalf of the Secured Party with respect to such property.

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