Leaseback. A section 467 rental agreement is a leaseback if the lessee (or a related person) had any interest (other than a de minimis interest) in the property at any time during the two-year period ending on the agree- ment date. For this purpose, interests in property include options and agree- ments to purchase the property (whether or not the lessee or related person was considered the owner of the property for Federal income tax pur- poses) and, in the case of subleased property, any interest as a sublessor.
Leaseback. Seller and Purchaser intend that Seller will leaseback the School from Purchaser following the Closing (the “Leaseback”).
2.3.1 Following the expiration of the Inspection Period, Purchaser will prepare an execution version of the Leaseback Lease for the School by inserting School specific provisions (e.g. legal descriptions, addresses, leased area) into the Leaseback Lease (the “Execution Version of Lease”). No later than five (5) business days prior to the Closing Date, Purchaser will deliver the Execution Version of Lease to Seller and following final approval thereof by Seller, the Execution Version of Lease will be final and will be executed by the parties thereto at Closing.
Leaseback. Concurrently with the consummation of the Closing, Buyer (as landlord) agrees to lease to National RV Inc. (“Tenant”), and Seller agrees to cause Tenant, its wholly-owned subsidiary, to lease from Buyer, the Property, pursuant to a lease agreement (the “National RV Lease”) to be finalized and ready for execution on or prior to the Review Period Expiration Date. The National RV Lease shall, among other things, (i) provide that Tenant, shall pay initial base rent to Buyer, as landlord, in the amount of $0.38 per square foot of the Buildings per month, which base rent amount shall increase by, on a compound basis, 3% during each year of the term; (ii) provide for an initial lease term of ten (10) years, with two (2) five (5) year renewal options, with base rent during the renewal periods being determined at then-fair market value (which base rent amount shall increase by, on a compound basis, 3% per annum); (iii) provide that Seller (a) execute a guaranty of the lease in a form mutually agreed to by Buyer and Seller (the “Guaranty”), and (b) deliver a letter of credit to Buyer, as landlord, as a security deposit in connection with the National RV Lease, in an amount and in a form mutually and reasonably agreed to by Buyer and Seller (“Letter of Credit”); (iv) be an absolute net lease wherein Tenant shall be responsible for the real estate taxes, ground maintenance, utilities, insurance costs and the repair and maintenance of the Buildings, including, but not limited to, the roof, HVAC equipment, plumbing lines and parking lots; (vi) provide that Tenant may assign or sublet a portion of the Premises provided Seller obtains Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; and (v) provide that Tenant may freely sublet or assign its interest in the National RV Lease without obtaining Buyer’s prior written consent to an entity that acquires substantially all of the assets of Tenant as a result of a merger or consolidation or to an entity that has a controlling interest in Tenant provided that such transfer is for a bona fide purpose and not principally for the purpose of transferring Tenant’s leasehold estate; and (vi) provide that Seller may assign its obligations under the Guaranty and Letter of Credit, provided Seller obtains Buyer’s prior written consent, which consent shall not be unreasonably withheld, conditioned and delayed; it being agreed that it is unreasonable for Buyer to withhold its consent to ...
Leaseback. Once Optionor knows the actual Closing Date, it can proceed to secure its new location and prepare its new facilities for occupancy. To allow Optionor time to do this after the Closing Date, Optionee and Optionor will enter into the “Lease” attached hereto as Exhibit F by executing same as part of the Closing.
Leaseback. Where a party acquires Landlord’s interest in property (whether land only, or land and buildings) which includes the Premises, and simultaneously leases the same back, such acquisition shall not be treated as an assumption of Landlord’s position hereunder, and this Lease shall thereafter be subject and subordinate at all times to such lease.
Leaseback. (a) Article 14 and Article 15 of the Leaseback to be executed is hereby deleted in its entirety and substituted in it places is the new Article 14 and Article 15 set forth on Exhibit “A”, attached hereto and incorporated herein by reference.
(b) In addition, the first paragraph of Article 16 of the Leaseback shall be amended in its entirety and replaced with the following: Tenant shall indemnify, protect, hold harmless, and shall defend at its own expense, Landlord, Landlord’s mortgagees, Landlord’s investment manager, Landlord’s asset manager, Landlord’s property manager, and their respective officers, employees, contractors, invitees and/or agents (collectively, “Landlord, et al.”), against any and all claims and demands made by or arising from Tenant’s officers, employees, contractors, invitees and/or agents (collectively, “Tenant, et al.”) and/or from the actual or alleged act or omission of Tenant, et al. (except to the extent arising from Landlord, et al.’s gross negligence or willful misconduct, in which event this indemnity will not apply to the party committing the wrongful act in direct proportion to the extent of the gross negligence or willful misconduct), as well as those claims and demands arising from Tenant’s failure to comply with any applicable environmental laws or regulations (as described in more detail previously herein) and with any covenants of this Lease Agreement on its part to be performed. Tenant agrees to waive all claims against Landlord, et al. on account of any loss or damage from whatsoever cause (other than gross negligence or willful misconduct of Landlord, et al., in which event this waiver will not apply to the party committing the wrongful act in direct proportion to the extent of the gross negligence or willful misconduct) which may occur to it or its property in the use and occupancy of the Leased Premises, the giving of this waiver being one of the considerations upon which this Lease Agreement is granted. Landlord shall indemnify, protect, hold harmless, and shall defend at its own expense, Tenant against any and all claims and demands made by or arising from Landlord, et al.’s gross negligence or willful misconduct.
Leaseback. As a material part of the consideration to the Parties for entering into this Agreement, the Parties have agreed that Seller and Buyer will, at the Closing, enter into the Project Leaseback Agreement for each of the Leaseback Projects that are being leased back to Seller, as listed on Section 2.7 of the Disclosure Schedules.
Leaseback. After Closing, Seller shall be entitled to remain in possession of the Property at no cost to Seller until not later than 365 days from the date of Closing (the "Holdover Termination Date"), subject to the following provisions:
(a) Seller agrees to keep all improvements to the Property in good condition and repair. Upon the expiration of Xxxxxx's right to occupy the Property, Seller shall return the Property, and all improvements thereon, to Buyer in the same condition and repair as they existed at the date of Closing. Seller may not make additional improvements or alterations to the Property.
(b) Xxxxxx agrees to pay any and all utility charges incurred in connection with the Property during the term of the xxxx Xxxxxx occupies the Property after Closing, including but not limited to all charges associated with electric, water, sewer, garbage collection and telephone.
(c) Seller shall maintain the Property in a neat, clean, weed-free, litter-free and first- class condition at all times.
(d) Seller acknowledges that it is occupying the Property "AS-IS", and that Buyer has made no representation or warranty of any kind as to the condition of the Property or its fitness for Seller's intended use.
(e) Seller agrees that the Property shall only be used for the use to which it was being put immediately prior to the Closing and for Seller's other normal and customary operations. Seller shall comply with any and all applicable federal, state and local laws, ordinances, rules, regulations and orders (collectively "Laws") with respect to its use and occupancy of the Property, including but not limited to any and all Laws pertaining to health, safety or the environment (collectively "Environmental Laws"). Seller agrees that it will not dispose of nor permit or acquiesce in the disposal of any waste regulated pursuant to the Environmental Laws ("Regulated Substances") on, under or around the Property. Seller agrees that it shall not keep, store or use on the Property any Regulated Substances.
(f) Seller agrees to indemnify, protect, defend and hold Buyer and Xxxxx's officers, directors, employees and agents harmless from and against any and all claims, damages, liabilities, judgments, costs (including reasonable attorney's fees), liens, expenses and penalties, whether now known or unknown, fixed or contingent, liquidated or unliquidated, arising out of or in any way connected to (i) Seller and Seller's officers, directors, agents, servants, employees, customers, visi...
Leaseback. As a material inducement to Seller entering into this Agreement, Xxxxx, as landlord, agrees to enter into a lease with an entity related to Seller, known as Kerman Telephone Co., a California corporation, as tenant, said lease to be negotiated during the Due Diligence Period (“Lease”). The Lease shall commence on the Closing Date and continue for a period of up to nine (9) months, and shall comprise approximately 3,660 square feet of the shop portion of the Annex, which shall be leased at a rate of $1.10 per square foot (“Leaseback Space”), as depicted on Exhibit B, attached hereto and incorporated herein by this reference.
Leaseback. At the applicable Closing the parties shall execute a lease for each Property substantially in the form attached hereto as Exhibit “C” (each a “Leaseback”).
