Assumed Leases. All of Seller’s right, title and interest in and to:
(a) the leases and subleases in connection with the Leased Real Property, as set forth on Schedule 2.1.2 (the “Assumed Leases”);
(b) all Personal Property Leases set forth on Schedule 2.1.2;
(c) all Real Estate Leases (as defined in Section 4.8.2), but excluding those leases set forth on Schedule 2.1.2 (the “Assumed Real Estate Leases”);
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).
(b) Each Assumed Lease is in all material respects a valid and binding obligation of Seller and, to Seller’s Knowledge, each other party or parties thereto, in accordance with its terms, and is in full force and effect in all material respects, subject to terminations or expirations at the end of the stated term after the date hereof. None of the Seller Parties (i) owes any brokerage commissions or finders’ fees with respect to any of the Assumed Leases, or (ii) has received any written notice from any Governmental Authority with respect to the Assumed Leases, occupancy or use of the Leased Real Property that might materially and adversely affect the rights of any member of the Seller Group in the Leased Real Property.
(c) No Person other than Seller or another Seller Party occupies or has a right to occupy any Leased Real Property (other than the rights of landlords under any of the Assumed Leases).
(d) As of the date hereof, none of the Seller Parties has received any written notice of any default of any Assumed Lease. No event has occurred that would result in any breach by a member of the Seller Group of, result in the loss of any right or benefit of, cause acceleration of, or constitute a default (or an event that, with notice or lapse of time or both, would become a default) or give rise to any right to terminate, cancel, amend or accelerate under, or require any consent of or notice to any Person pursuant to, any of the Assumed Leases, in each case which would reasonably be expected to be, individually or in the aggregate, material to the Business. There is no material sublease, assignment, mortgage, conveyance or other Encumbrance entered into by any Seller Party in respect of any Assumed Lease.
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. 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. 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. 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. All liabilities and obligations of Seller arising under the terms of the "Assumed Leases" listed under the heading "Leased Property" on the Schedule entitled "Real Estate and Leases," but only to the extent such liabilities and obligations arise or accrue in the ordinary and normal course and consistent with the representations, warranties, covenants, obligations and agreements set forth in this Agreement; provided, however, that, other than as listed under the heading "Extraordinary Items" on the Schedule entitled "Real Estate and Leases", Buyer shall not assume or be responsible for any such liabilities or obligations which arise from breaches thereof or defaults thereunder by Seller all of which liabilities or obligations shall constitute Retained Liabilities; and
Assumed Leases. All of the Sellers' rights under the real property lease agreements identified in Schedule 2.2(d) (the "ASSUMED LEASES").
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.
Assumed Leases. Any losses, costs, damages, deficiencies, liabilities, expenses, taxes, assessments, lease payments or charges caused by, resulting from, or in any way related to, the Assumed Leases in excess of One Hundred Nineteen Thousand and No/100 ($119,000.00) Dollars in the aggregate.
