Assigned Leases. All Collateral that is an Assigned Lease is in full force and effect; Debtor is in possession of the property covered by each such Assigned Lease; and no default or potential default exists under any such Assigned Lease.
Assigned Leases. All of Seller’s right, title and interest in and to those real property leases related to the Business set forth on Section 2.1(g) of the Seller Disclosure Letter (the “Assigned Leases”);
Assigned Leases. The summaries of the Assigned Leases on Schedule 4(b) accurately describe such Assigned Leases, neither party to any Assigned Leases is in breach, in any material respect, of such Assigned Leases, and all payments or obligations on the Assigned Leases are, or as of the Closing Date will be current. Each of the Assigned Leases is valid, legal and binding and is in full force and effect. Seller has made all payments due under each of the Assigned Leases through the date hereof. No event or condition has occurred and is continuing which, with or without the lapse of time or giving of notice, constitutes, or would ripen into or become, a breach of or default under an Assigned Leases by the Seller, or, to the Seller’s Knowledge, by any other party thereto, in any term, covenant or condition of each Assigned Leases.
Assigned Leases. All of Seller’s right, title and interest in and to those real property leases of the Business set forth on Schedule 1.1(j), including, without limitation, that certain Air Commercial Real Estate Association Standard Industrial/Commercial Single-Tenant Lease, dated as of March 9, 2018, by and between Seller and Pico Metal Products, Inc. (the “Assigned Leases”);
Assigned Leases. All Liabilities under the Assigned Leases relating to events or circumstances first arising and accruing after the Closing Date.
Assigned Leases. On the Closing Date, the Buyer shall: 68 Section 7.12 No Solicitation of Other Bids 69 Section 7.13 Notice of Certain Events. 69 Section 8.1 Closing 70 Section 8.2 Frustration of Closing Conditions 71 Section 9.1 Closing 72 Section 9.2 Frustration of Closing Conditions 72 Section 10.1 Publicity 73 Section 10.2 Access after Closing; Cooperation 73 Section 10.3 Cooperation in Litigation 74 Section 10.4 Tax Matters 74 Section 10.5 Bulk Sales Laws 74 Section 10.6 Use of the Company’s Name and Marks 74 Section 10.7 Non-Solicitation and No-Hire of Transferred Employees 75 Section 10.8 Confidential Information 75 Section 10.9 DCAA Cooperation 75 Section 10.10 Receivables 76 Section 11.1 Indemnification by the Company 77 Section 11.2 Indemnification by the Buyer 77 Section 11.3 Direct Claims 78 Section 11.4 Matters Involving Third Parties, Etc. 78 Section 11.5 Limitations, Etc. 80 Section 11.6 Transfer of Assets; Sufficiency of Assets Representation; Exclusive Remedy 82 Section 11.7 Exclusive Remedy 82 Section 11.8 Survival of Representations, Warranties and Covenants 82 Section 12.1 Termination 83 Section 12.2 Obligations Upon Termination 84 Section 13.1 Costs and Expenses 84 Section 13.2 Governing Law; Jurisdiction 84 Section 13.3 Notices 85 Section 13.4 Severability 86 Section 13.5 No Third Party Beneficiary 86 Section 13.6 Waiver 86 Section 13.7 Assignment; Amendment 86 Section 13.8 Entire Agreement 87 Section 13.9 Counterparts 87 Section 13.10 Independent Contractor; Reliance on Counsel 87 Section 13.11 Litigation Costs 87 Section 13.12 Waiver of Jury Trial 87 Section 13.14 Specific Performance 88 Section 13.15 Non-Recourse 89 Section 13.16 Company Disclosure Letter 89
Assigned Leases. Appendix A.4
Assigned Leases. All of Seller’s right, title and interest in and to those real property leases of the Business set forth on Schedule 1.1(j), including, without limitation, that certain lease, dated as of January 30, 2007, for property located at 300 Xxxxx Xxxxxxx Xx. Xxxxx 000 Xxxxx Xxxxx, Xxx Xxxx 00000 (the “Mount Kisco Lease”) by and between Seller and DP21, LLC (the “Assigned Leases”);
Assigned Leases. Schedule 3.13(b) contains a complete and correct list of all Assigned Leases and all Subsidiary Leases setting forth the address, landlord and tenant for each Assigned Lease and each Subsidiary Lease. Seller has delivered to Buyer correct and complete copies of the Assigned Leases and Subsidiary Leases (including any amendments, modifications or supplements thereto). Each Assigned Lease and each Subsidiary Lease is legal, valid, binding, enforceable against Seller or the Transferred Subsidiary, as the case may be, and, to Seller's knowledge, against the other parties thereto, and in full force and effect, except as may be limited by bankruptcy, insolvency, reorganization and similar laws affecting creditors generally and by the availability of equitable remedies. Neither Seller, any Transferred Subsidiary nor, to Seller's knowledge, any other party is in default, violation or breach in any material respect under any Assigned Lease or any Subsidiary Lease, and no event has occurred and is continuing that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach in any material respect under any Assigned Lease or any Subsidiary Lease. Each Assigned Lease and each Subsidiary Lease grants the tenant under the Assigned Lease or the Subsidiary Lease, respectively, the exclusive right to use and occupy the demised premises thereunder. Seller, or the Transferred Subsidiary indicated on Schedule 3.13(b), as the case may be, has good and valid title to the leasehold estate under each Assigned Lease or Subsidiary Lease, as the case may be, free and clear of all Encumbrances other than Permitted Liens. Seller, or the Transferred Subsidiary indicated on Schedule 3.13(b), as the case may be, enjoys peaceful and undisturbed possession under its respective Assigned Leases.
Assigned Leases. Transferred Intellectual Property;
