Assumed Leases. All of Seller’s right, title and interest in and to:
Assumed Leases. The parties to the Assumed Leases shall have consented to the assignment of, and assumption by Buyer of, the Assumed Leases in form and substance reasonably acceptable to Seller. Seller and its Affiliates shall have been released from any and all obligations and Liabilities under the Assumed Leases effective as of the Closing, including the release of Seller and its Affiliates from any and all obligations and Liabilities in respect to bonds, letters of credits and guaranties related thereto, in form and substance reasonably acceptable to Seller.
Assumed Leases. (a) Schedule 3.12 of the Disclosure Schedules sets forth a complete and accurate list of all real property leased pursuant to the Assumed Leases and the identity of the lessor under each such Assumed Lease, and whether such Assumed Leases requires the applicable landlord’s consent in connection with the consummation of the transactions contemplated by this Agreement. Seller has made available to Buyer a correct and complete copy of each of the Assumed Leases (including all amendments, modifications, extensions and renewals thereto).
Assumed Leases. Subject to receipt of all necessary third party consents, as of the applicable Effective Time, the Buyer will receive and assume Seller's entire - 14 - right, title, interest and obligations in the Leases and Subleases and Licenses free and clear of all Encumbrances other than the Permitted Encumbrances. Each of the Leases, Subleases and Licenses is valid, binding, in full force and effect, and enforceable by or against Seller in accordance with their respective terms and conditions, and with respect only to Seller's obligations, there is no existing default thereunder or breach thereof or, to Seller's Knowledge, condition which, with the passage of time or notice or both, might constitute such a default by Seller. There has been no termination or, to Seller's Knowledge, threatened termination or notice of default (not subsequently cured) relating to any such Lease. To Seller's Knowledge, Seller has provided copies of all documents that are in Seller's real estate files comprising the Leases and Subleases and Licenses. Buyer acknowledges that such copies of the Leases and Subleases and Licenses may be missing pages, exhibits, or other information.
Assumed Leases. To the satisfaction of Purchaser in its sole discretion, each landlord under any real estate lease comprising an Assumed Lease shall have either (a) consented in writing to the assignment by Seller of the applicable lease or leases to Purchaser or (b) entered into a new lease agreement for the subject real property. Any consent delivered under clause (a) above must be accompanied by an estoppel certificate in customary form and reasonably acceptable to Purchaser.
Assumed Leases. At the Closing, Purchaser shall assume the obligations of Seller for periods on and after the Closing Date under the leases set forth on Schedule 2.1.3, Schedule 2.1.5 and Schedule 2.3 hereof (the "ASSUMED LEASES"), and Purchaser agrees to pay and perform the Assumed Leases from and after the Closing Date.
Assumed Leases. The “Assumed Lease(s)” refers to, collectively, each of the surface use leases described in Exhibit D, if any, which applies to any part of the Property. The rights and obligations of Seller under the Assumed Lease(s) shall be assigned to and assumed by Buyer at Closing, but only to the extent pertaining and/or attributable to the Property conveyed to Buyer. If requested by either party, Seller and Buyer shall execute and deliver at Closing one or more instruments pursuant to which Seller’s rights and obligations under the Assumed Lease(s) are assigned to and assumed by Buyer without representation or warranty; provided, however, the assignment and assumption of the Assumed Lease(s) shall be effective as of the Closing in any event, with or without the execution of a separate instrument of assignment and assumption. Rent paid or due under the Assumed Lease(s) shall be prorated to the date of Closing.
Assumed Leases. Leased Premises Schedule 3.6(b).........Transferred Premises Schedule 3.7(b).........
Assumed Leases. Seller and Purchaser shall use their commercially reasonable efforts to negotiate an assignment of the Assumed Leases to Purchaser or an entity designated by Purchaser, which assignment shall include the landlord’s unconditional and irrevocable release of Seller and its Subsidiaries from all Liabilities under the Assumed Leases. Should Seller not be released from all Liabilities under any of the Assumed Leases (each such agreement, an “Unreleased Lease”), Seller shall pay to Purchaser at Closing for each Unreleased Lease a security deposit in the amount specified on Schedule 5.8, and Seller and Purchaser shall, at Closing, enter into a sublease or subleases for each Unreleased Lease substantially in the form attached hereto as Exhibit F (the “Subleases”) which form shall be subject to the comments of the landlord or landlords under such Unreleased Leases to the extent that the landlord’s consent is required.
Assumed Leases. An assignment of each of the Assumed Leases and the written consent of each of the landlords under such Leases, in form and substance satisfactory to Purchaser; provided, that in the event the consent of any landlord to the assignment of any Assumed Lease is required and is not obtained, such lease shall not be an Assumed Lease and the parties shall, in good faith, seek to make other arrangements. Resolutions. Certified copies of resolutions duly adopted by the Board of Directors of the Seller authorizing the execution, delivery and performance of this Agreement and each of the other Transaction Documents and the consummation of the transactions contemplated hereby and thereby and such resolutions shall not have been amended or revoked and shall remain in full force and effect. Xxxx of Sale and other Transfer Documents. A xxxx of sale for the Acquired Assets and such other transfer documents as are reasonably requested by the Purchaser, each in form and substance reasonably acceptable to the Purchaser. Transaction Documents. The Seller shall have executed and delivered each of the Transaction Documents required to be executed by it.
