Cincinnati Lease Clause Samples
Cincinnati Lease. Following the Closing, the Stockholders will ---------------- use their best efforts to cause the landlord (the "Cincinnati Landlord") of the Cincinnati Facility to execute and deliver an amendment (the "Cincinnati Lease Amendment") to the lease relating to the Cincinnati Facility to provide for (i) a term ending not later than January 31, 2004, (ii) a monthly rental rate of $12,916.67 (the "Market Rent") and (iii) providing for the assumption liability for real property taxes by the Cincinnati Landlord. In the event that the Lease Amendment is not executed and delivered by the Cincinnati Landlord on or prior to the day which is the ninetieth day after the Closing Date, the Buyer shall be indemnified by the Stockholders in an amount equal to the excess of (i) the rent actually paid by Buyer or the Company under such lease over (ii) the Market Rent (such amount the "Excess Rent Payment"). The Buyer shall have the right hereunder, on behalf of the Company, first to set off and apply the amount of any obligation of the Stockholders under this Section 3.12(a) against amounts payable to the Stockholders pursuant to the Subordinated Promissory Notes. Following the payment in full of the Subordinated Promissory Notes, the Buyer, on behalf of the Company, shall be entitled to indemnification for the full amount of such Excess Rent Payment; provided that the amount of such setoff and of any such indemnification payments shall be deemed to reduce the Maximum Indemnification. Notwithstanding any other provision hereof to the contrary, the Stockholders acknowledge and agree that in no event shall any reasonable exercise by Buyer of its rights under Section 3.12 (whether or not upon final determination Buyer was entitled to exercise such rights) constitute or be deemed to constitute a failure to make a payment of principal, interest or other charge under any Subordinated Promissory Note or a breach of any term or provision of such Subordinated Promissory Note.
Cincinnati Lease. 13 Section 3.1.8
Cincinnati Lease. 42 6. CONDITIONS TO OBLIGATIONS OF COMPANY AND SHAREHOLDERS................ 42 6.1. REPRESENTATIONS AND WARRANTIES TRUE.................................. 42 6.2. PERFORMANCE.......................................................... 42 6.3. CORPORATE APPROVALS.................................................. 43 6.4. NO PROCEEDING OR LITIGATION.......................................... 43 6.5. CERTIFICATES......................................................... 43 TABLE OF CONTENTS (continued) PAGE ----
Cincinnati Lease. The Purchaser shall have delivered the Cincinnati Lease. 52
Cincinnati Lease. Buyer shall have (a) entered into an agreement with the lessor under the lease covering the Cincinnati, Ohio facility, or (b) otherwise obtained assurances satisfactory to Buyer that Buyer will be provided at least 240 days access to such facility, in either case on terms and conditions satisfactory to Buyer.
Cincinnati Lease. The Parties acknowledge that a provision of the lease by which Seller leases Seller's Cincinnati, Ohio facility requires Capital to be a guarantor of Seller's obligations under such lease and further provides that the lessor thereof may declare a default if Capital's net worth falls below the sum of One Million Dollars ($1,000,000). Buyer acknowledges that Capital plans to liquidate at some time within one (1) year following the Closing Date, and that such liquidation may cause a default under such lease. Buyer hereby assumes the risk of the declaration of a default by the landlord thereof as a result of the liquidation of Capital and agrees not to seek indemnification from Seller and Capital in the event of a declaration of a default by the landlord thereof."
Cincinnati Lease. The Company shall have executed and delivered to the Purchaser a lease for the Company's real property located in Cincinnati, Ohio, which property is not part of the Assets, in the form attached hereto as Exhibit 5.11 (the "Cincinnati Lease").