Facilities Leases. All of Seller’s right, title and interest in, to and under Leases relating to the Store / Headquarters and the Distribution Center, subject to Section 10.2;
Facilities Leases. Schedule 4.4 contains a complete list of ------------------ ------------ all leases pursuant to which the Seller leases any real property or personal property (the "Leases") used or held for use by the Division. All such Leases are valid obligations of Seller and, to Seller's knowledge, of the other parties thereto, and are in full force and effect. No event of default has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default under any such Lease on the part of Seller. Seller does not have any knowledge of the occurrence of any event which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a material default under any such Lease by any other party thereto. Seller enjoys peaceful and undisturbed possession of all the leased real property covered by such Leases, and Seller has in all material respects performed all the obligations with respect thereto required through the date hereof to be performed by it. To Seller's knowledge, all of the leased real property, improvements and fixtures thereto are structurally sound and have no material defects and are capable of being used in the conduct of the business of the Division after the Closing in substantially the same manner as conducted before the Closing. Seller owns no real property used or held for use by the Division.
Facilities Leases. As promptly as practicable following the Closing, Seller shall and shall cause its Affiliates to take all commercially reasonable actions to assign all right, title and interest of the lessee under each of the real property leases identified on Schedule 6.6 (but only if and to the extent directed by Buyer) to the Company and obtain each of the landlord's consents to such assignment and, if required, to the sale of the Membership Units to Buyer. Buyer will be responsible for any payments required to be made to landlords in order to obtain any consents to such assignments
Facilities Leases. Each Facilities Lease is in full force and effect, all rents due to date under each such lease have been paid, and there exists no default or event of default by Seller or, to the knowledge of Seller, by any other party, or occurrence, condition or act which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default or event of default under such lease.
Facilities Leases. 1 FDA.....................................................11
Facilities Leases. Prior to Closing, the Company shall amend if so required pursuant to the provisions of this Section 6.24(b) (i) that certain Sub-Lease Agreement, dated April 1, 2010, between a Subsidiary and Immokalee Realty Holdings, L.L.C., related to its facility located in Xxxxxxx County, Florida and (ii) that certain Lease Agreement, dated November 15, 2010, between a Subsidiary and Xxx County Realty Holdings, L.L.C., related to its facility located in Xxx County, Florida (collectively, the “Facilities Leases”), related to its facility located in Xxx County, Florida, which amendments shall result in the Facilities Leases to reflect current, arm’s length, market terms.
Facilities Leases. Notwithstanding anything to the contrary ----------------- contained in the Asset Purchase Agreement:
(a) all contracts, leases, licenses and other agreements of Seller or any Subsidiary of Seller under which Seller or any Subsidiary has a leasehold or other occupancy right or interest in any of the facilities listed on Schedule 5(a) hereto shall be deemed to be Contracts;
(b) all contracts, leases, licenses and other agreements of Seller or any Subsidiary of Seller (the "Retained Facilities Leases") under which Seller or any such Subsidiary has a leasehold or other occupancy right or interest in any facilities other than those listed on Schedule 5(a) hereto (including without limitation those facilities listed on Schedule 5(b) hereto) shall be deemed not to be Contracts;
(c) all of Seller's or any Assigning Subsidiary's right, title and interest in, to and under the Retained Facilities Leases shall be deemed to be Excluded Assets; and
(d) all liabilities and obligations of Seller or any Assigning Subsidiary under the Retained Facilities Leases shall be deemed to be Retained Liabilities.
Facilities Leases. SCHEDULE 4.4 contains a complete list and true and correct copies of all leases pursuant to which Seller leases real or personal property (the "Leases"). All such leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. No event of default has occurred which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default under any such lease on the part of Seller. Seller does not have any knowledge of the occurrence of any event of default which (whether with or without notice, lapse of time or both or the happening or occurrence of any other event) would constitute a default under any such lease by any other party. With respect to each such lease, Seller has an unencumbered interest in the leasehold estate, and Seller will transfer to Buyer an unencumbered interest in the leasehold estate covered by all Leases. Seller enjoys peaceful and undisturbed possession of all the leased real property covered by such leases, and Seller has in all material respects performed all the obligations with respect thereto required through the effective date hereof to be performed by it.
Facilities Leases. The University hereby agrees to lease physical facilities to PRF as required for PRF to operate the Development Function in substantially the same manner as it was operated prior to the Effective Time. Such facilities shall consist of the physical locations or areas identified on a list to be exchanged between the parties on or before December 31, 2013. Upon the exchange of such physical location list, it will become Exhibit C to this Agreement, and will be affixed to the fully-executed copies hereof and be deemed to be incorporated into and made a part of this Agreement by reference. The terms and conditions of such leases shall be set forth in a master lease agreement (the “Master Lease Agreement”) to be entered into between the parties on or before the Effective Time.
Facilities Leases. Except as waived in writing by Bank from time to time, cause the landlord's lien rights, if any, arising from all facilities leased to Borrower to be fully subordinate to the Loan Documents.
