Deleted Intentionally. 2 or delayed. 3 Landlord will provide keys to each lock on entry doors into the Premises and will rekey entry doors at Tenant’s expense upon Tenant’s reasonable request. 5 materials
Deleted Intentionally. Purchaser shall not record this Contract or any memorandum thereof.
Deleted Intentionally. If Purchaser has not terminated this Contract on or before the expiration of the Review Period, Seller will deliver to Purchaser, prior to Closing, duly executed originals of estoppel certificates (the “Estoppel Certificates”) from Piggly Wiggly, Belks, Rite-Aid, NCDEHNR, Shoe Show, and Cato (the “Key Tenants”) and tenants representing at least seventy five percent (75%) of leased area other than which is leased to the Key Tenants of the Property in the form attached hereto as Exhibit “D” or upon any similar form required by any lender to Purchaser; provided, however, that if a form of estoppel certificate is attached to or otherwise prescribed in an applicable Lease, then such form shall be deemed to be acceptable to Purchaser; and further provided that, in the case of national tenants, Purchaser will accept tenant promulgated forms, however, the tenant promulgated forms must satisfy the matters required in the next succeeding sentence. Seller shall deliver all of the required Estoppel Certificates to Purchaser prior to Closing in the required form and each Estoppel Certificate shall state: (i) no claim of offset by the tenant, (ii) no default by Seller under the Leases and no circumstance which would with the giving of notice or passing of time be a default by Seller under any Lease within the aforesaid time period, and (iii) no material deviation from information provided by Seller to Buyer. Each Guarantor of a Lease shall execute the attached Guarantee Estoppel attached hereto as Exhibit “E” without any amendments thereto.
Deleted Intentionally. All client and customer lists (including, if any, the goodwill relationship between Seller and such clients and customers), invoices and correspondence, distribution rights, proprietary know-how and rights, and all other intangible assets of the Business;
Deleted Intentionally. 43 19. Environmental........................................................43 20. Intellectual property................................................44 21. Information technology...............................................45 22. Data protection......................................................46 23. Employment...........................................................47 24. Property.............................................................50 25. Accounts.............................................................52 26. Financial and other records..........................................53 27. Changes since accounts date..........................................
Deleted Intentionally. 58 38. Company residence and overseas interests.............................58 39. Anti-avoidance.......................................................59 40.
Deleted Intentionally. So far as the Vendor is aware neither the Company nor its Subsidiary is liable to make to any person (including any Taxation Authority) any payment in respect of any liability to Taxation of any other person where that other person has failed to discharge a liability to Taxation to which he is primarily liable.
Deleted Intentionally. If, after Seller’s execution hereof, any event occurs or condition exists which renders any of the representations contained herein materially untrue or misleading, Seller shall promptly notify Purchaser in writing.
Deleted Intentionally. Seller will pay or cause to be paid all debts, taxes, fees, assessments, commissions, and other obligations for which it is responsible related to the use and ownership of the Property up to the date of Closing, except for those items for which proration is agreed upon in accordance with the provisions of Section 10 hereof, including, but not limited to: all real estate, personal property and other taxes of every kind; all charges for consumption of utilities; and all commissions or broker’s fees.
Deleted Intentionally. In the event any of the foregoing conditions to the Closing are not satisfied or waived in writing by Purchaser as of the Closing Date, then, Purchaser may either (i) extend the date for Closing until such conditions are satisfied (but only if (A) the unfulfilled conditions shall have occurred by reason of a default by Seller hereunder that can reasonably be cured within thirty (30) days, and (B) such extended period for the Closing shall not exceed such thirty (30)-day period, and if such condition shall not be fulfilled as of the end of such thirty (30)-day period, then Purchaser may terminate this Agreement; (ii) terminate this Agreement (provided, however, that termination shall not be Purchaser’s exclusive remedy to the extent other remedies are permitted by this Agreement) or (iii) waive in writing the satisfaction of any such conditions, in which event this Agreement shall be read as if such conditions no longer existed; provided, however, that if such failure of condition also constitutes or is accompanied by a default by Seller hereunder, Purchaser shall have all applicable rights and remedies as set forth in Section 13 hereof, and the indemnity contained in Section 3A hereof shall survive Closing. Notwithstanding that certain of Seller’s representations and warranties may be limited to the extent of actual knowledge of the facts stated therein, it shall be a condition precedent to Purchaser’s obligation to go to Closing that the facts stated in all such representations and warranties shall be correct in all material respects as of the time of Closing.
