Leaseback to Seller Sample Clauses

Leaseback to Seller. At Closing, Purchaser shall lease a portion of the Property to Tenant pursuant to the Lease. Seller and Purchaser shall use their respective good faith efforts to mutually agree as to the form of the Lease prior to the expiration of the Study Period, which form of Lease shall incorporate into the Lease the terms included in Exhibit F attached hereto. Upon Purchaser’s and Seller’s agreement as to the form of the Lease, Seller and Purchaser shall amend this Agreement in writing, wherein the parties shall approve the form of the Lease and attach the approved form of Lease to said amendment as an exhibit thereto. Should Purchaser and Seller fail to reach agreement as to the form of the Lease prior to the expiration of the Study Period, either Purchaser or Seller shall have the right to terminate this Agreement by delivering written notice to the other, in which event the Deposit (less the Independent Contract Consideration (as hereinafter defined)) shall be returned to Purchaser, and except for Purchaser’s Surviving Obligations, Seller and Purchaser shall have no further obligations or liabilities to each other hereunder.
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Leaseback to Seller. At Closing, subject to the following, Purchaser shall lease a portion of the Property back to Seller pursuant to the Long Term Lease or the Short Term Lease, as applicable. Seller and Purchaser shall use their respective good faith efforts to mutually agree, prior to the expiration of the Study Period, as to (i) the form of the Long Term Lease, which form of Long Term Lease shall incorporate the material terms set forth in Exhibit F-1 attached hereto, or alternatively, at Purchaser’s election, (ii) the form of Short Term Lease, which form of Short Term Lease shall incorporate the material terms set forth in Exhibit F-2 attached hereto; provided, however, if Purchaser and Seller are unable, using their respective good faith efforts, to agree upon the form of Long Term Lease, or the form of Short Term Lease, as applicable, prior to the expiration of the Study Period, the form of Short Term Lease shall be the form of Commercial Lease attached hereto as Exhibit G (with the material terms set forth in Exhibit F-2 attached hereto incorporated therein), and Seller and Purchaser shall execute and deliver same at Closing. Upon Purchaser’s and Seller’s agreement as to the form of the Long Term Lease, or the form of the Short Term Lease (to the extent the form of Short Term Lease is other than the form of Commercial Lease attached hereto as Exhibit G), as applicable, Seller and Purchaser shall amend this Agreement in writing (the “Lease Amendment”), wherein the parties shall approve the form of the Long Term Lease, or the form of the Short Term Lease, as applicable, as an exhibit to said Lease Amendment.
Sample 1
Leaseback to Seller. At the Closing, Seller and Purchaser shall enter into one or more leases in substantially the form of Exhibit F-1 and Exhibit F-2 attached hereto and incorporated herein by this reference (collectively, the “Seller Leases”), pursuant to which Purchaser shall lease to Seller portions of the buildings and land included within the Property, consisting of approximately 113,620 square feet of warehouse and manufacturing space within the buildings known as Buildings C and D, approximately 16,078 square feet of office space on the fourth floor of the building known as Building A and the computer room located on the third floor of that Building, associated underground and surface parking, the tank farm, and the railroad tracks, in each case at the locations shown on the site plan attached to the Seller Leases, for the term, at the rental rates, and on the other conditions set forth in the Seller Leases.
Sample 1
Leaseback to Seller. At Closing, Purchaser shall lease all of the third (3rd) floor, consisting of approximately 38,000 rentable square feet in Building Four back to Seller pursuant to a Lease in substantially the form of the Lease attached hereto as Exhibit F.
Sample 1
Leaseback to Seller. On the Closing Date, Buyer shall leaseback to Seller approximately 12,000 square feet comprising all or most of the ground floor of the Improvements and approximately 3,000 square feet of the second floor of the Improvements. The rent will be computed at $18.00 per square foot of leasable space on a "full service" basis, including parking for employees and customers of Seller, at no additional cost. The term of the Lease will be at least six (6) months, but no more than eighteen (18) months, exercised by Tenant (Seller) in extensions of six (6) month increments until reaching a full eighteen (18) month term. Any extension beyond the maximum eighteen (18) month period shall be by mutual consent of the Parties. The Lease (Lease) attached hereto as Schedule 17 has been agreed upon by the Buyer and Seller. This Lease shall be signed at the Closing by the Buyer and Seller along with the other documents set forth in Section 9 of this Agreement. Anything herein to the contrary notwithstanding, at Seller's sole option and discretion with no prior consent required of Buyer, at the Closing Seller may assign its obligation to sign the Lease to its holding company, The Auto Club Group, Inc., a Michigan non-profit corporation authorized to do business in Florida.
Sample 1
Leaseback to Seller 
Sample 1

Related to Leaseback to Seller

  • Sale and Leaseback Transactions The Borrower will not, and will not permit any of the Subsidiaries to, enter into any arrangement, directly or indirectly, whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereinafter acquired, and thereafter rent or lease such property or other property that it intends to use for substantially the same purpose or purposes as the property sold or transferred.

  • Sale-Leaseback Transactions The Company shall not, and shall not permit any Restricted Subsidiary to, after the date hereof, enter into any Sale-Leaseback Transaction other than Permitted Sale-Leaseback Transactions (as defined below). The following Sale-Leaseback Transactions constitute “Permitted Sale-Leaseback Transactions”: (a) a Sale-Leaseback Transaction involving the leasing by the Company or any Restricted Subsidiary of model homes in the Company’s (including its Subsidiaries’) communities; (b) a Sale-Leaseback Transaction relating to a property entered into within 180 days after the later of the date of acquisition of such property by the Company or a Restricted Subsidiary or the date of the completion of construction or commencement of full operations on such property, whichever is later; (c) a Sale-Leaseback Transaction where the Company, within 365 days after such Sale-Leaseback Transaction, applies or causes to be applied to the retirement of any Funded Debt of the Company or any Restricted Subsidiary (other than Funded Debt which by its terms or the terms of the instrument by which it was issued is subordinate in right of payment to the Notes) proceeds of the sale of such property, but only to the extent of the amount of proceeds so applied; (d) a Sale-Leaseback Transaction where the Company or any Restricted Subsidiary would, on the effective date of such sale or transfer, be entitled, pursuant to this Indenture, to issue, assume or guarantee Indebtedness secured by a Lien upon the relevant property, at least equal in amount to the then present value (discounted at the actual rate of interest of the Sale-Leaseback Transaction) of the obligation for the net rental payments in respect of such Sale-Leaseback Transaction without equally and ratably securing the Notes; (e) a Sale-Leaseback Transaction between the Company and any Restricted Subsidiary or among Restricted Subsidiaries, provided that the lessor shall be the Company or a wholly-owned Restricted Subsidiary; and (f) a Sale-Leaseback Transaction which has a lease of no more than three years in length. Notwithstanding the foregoing, the Company may, and may permit any Restricted Subsidiary to, effect any Sale-Leaseback Transaction involving any real or tangible personal property which is not a Permitted Sale-Leaseback Transaction, provided that the aggregate net sales proceeds from all Sale-Leaseback Transactions which are not Permitted Sale-Leaseback Transactions, together with all Indebtedness secured by Liens other than Permitted Liens, does not exceed 20% of the total consolidated stockholders’ equity of the Company as shown on the most recent consolidated balance sheet that is contained or incorporated in the latest annual report on Form 10-K (or equivalent report) or quarterly report on Form 10-Q (or equivalent report) filed with the SEC, and is as of a date not more than 181 days prior to the date of determination, in the case of the consolidated balance sheet contained or incorporated in an annual report on Form 10-K, or 135 days prior to the date of determination, in the case of the consolidated balance sheet contained in the quarterly report on Form 10-Q.

  • Sale and Lease-Back Transactions Enter into any arrangement, directly or indirectly, with any person whereby it shall sell or transfer any property, real or personal, used or useful in its business, whether now owned or hereafter acquired, and thereafter rent or lease such property or other property which it intends to use for substantially the same purpose or purposes as the property being sold or transferred unless (a) the sale of such property is permitted by Section 6.05 and (b) any Capital Lease Obligations, Synthetic Lease Obligations or Liens arising in connection therewith are permitted by Sections 6.01 and 6.02, as the case may be.

  • Limitation on Sale and Leaseback Transactions (a) The Company shall not, and shall not permit any of its Subsidiaries to, enter into any sale and leaseback transaction for the sale and leasing back of any Principal Property, whether now owned or hereafter acquired, unless: (i) such transaction was entered into prior to the date of issuance of the Initial Notes; (ii) such transaction was for the sale and leasing back to the Company or any of its wholly owned Subsidiaries of any Principal Property by the Company or a Subsidiary; (iii) such transaction involves a lease for not more than three years (or which may be terminated by the Company or its Subsidiaries within a period of not more than three years); (iv) the Company would be entitled to incur Indebtedness secured by a Lien with respect to such sale and leaseback transaction without equally and ratably securing the Notes pursuant to Section 5.01(b) above; or (v) the Company or any Subsidiary applies an amount equal to the net proceeds from the sale of such Principal Property to the purchase of other Principal Property used or useful in the Company’s or such Subsidiary’s business or to the retirement of Indebtedness that is pari passu with the Notes (including the Notes) within 365 days before or after the effective date of any such sale and leaseback transaction, provided that, in lieu of applying such amount to the retirement of pari passu Indebtedness, the Company may deliver Notes to the Trustee for cancellation, such Notes to be credited at the cost thereof to the Company. (b) Notwithstanding the restrictions set forth in Section 5.02(a) above, the Company and its Subsidiaries may enter into any sale and leaseback transaction which would otherwise be subject to the restrictions set forth in Section 5.02(a) above, if after giving effect thereto the aggregate amount of all Attributable Debt with respect to such transactions (not including Attributable Debt permitted under clauses (i) through (v) of Section 5.02(a) above), together with all Indebtedness outstanding pursuant to Section 5.01(c) above, does not exceed 7.5% of the Company’s Consolidated Total Assets.

  • Limitations on Sale and Leaseback Transactions (a) The Company will not, and will not permit any Restricted Subsidiary to, enter into any arrangement relating to property now owned or hereafter acquired whereby either the Company transfers, or any Restricted Subsidiary transfers, such property to a Person and either the Company or any Restricted Subsidiary leases it back from such Person (a “Sale/Leaseback Transaction”), unless: (i) the Company or such Restricted Subsidiary could, at the time of entering into such arrangement, incur Indebtedness secured by a Lien on the property involved in the transaction in an amount at least equal to the Attributable Debt with respect to such Sale/Leaseback Transaction, without equally and ratably securing the Notes as described in Section 2.8; or (ii) the net proceeds of the Sale/Leaseback Transaction are at least equal to such property’s fair market value, as determined by the Company’s Board of Directors, and the proceeds are applied within 180 days of the effective date of the Sale/Leaseback Transaction to the repayment of senior indebtedness of the Company or any Restricted Subsidiary. (b) The restrictions set forth in (a) above will not apply to a Sale/Leaseback Transaction: (i) entered into prior to the date of issuance of the Notes; (ii) that exists at the time any Person that owns property or assets becomes a Restricted Subsidiary; (iii) between the Company and a Restricted Subsidiary or between Restricted Subsidiaries; (iv) involving leases for a period of no longer than three years; or (v) in which the lease for the property or asset is entered into within 270 days after the date of acquisition, completion of construction or commencement of full operations of such property or asset, whichever is latest. (c) Notwithstanding the restrictions contained above, the Company and its Restricted Subsidiaries may enter into a Sale/Leaseback Transaction; provided that at the time of such transaction, after giving effect thereto, the aggregate amount of all Attributable Debt with respect to Sale/Leaseback Transactions existing at such time that could not have been entered into pursuant to the restrictions in (a) above, together with the aggregate amount of all outstanding Indebtedness secured by Liens as permitted by Section 2.8(b), does not at such time exceed 5% of Consolidated Total Assets.

  • Limitation on Sale/Leaseback Transactions The Guarantor shall not, and shall not permit any Restricted Subsidiary to, enter into any Sale-Leaseback Transaction unless: (a) the Sale-Leaseback Transaction occurs within six months from the date of the acquisition of the Restricted Property subject thereto or the date of the completion of construction or commencement of full operations of such Restricted Property, whichever is later; or (b) the Sale-Leaseback Transaction is between the Guarantor and a Restricted Subsidiary of the Guarantor, or between Restricted Subsidiaries of the Guarantor; or (c) the Sale-Leaseback Transaction involves a lease for a period, including renewals, of not more than three years; or (d) the Sale-Leaseback Transaction constitutes a Permitted Lien for the purposes of Section 3.03 hereof; or (e) the Guarantor or such Restricted Subsidiary, within a one year period after such Sale-Leaseback Transaction, (i) applies or causes to be applied an amount not less than the Attributable Indebtedness from such Sale-Leaseback Transaction to the prepayment, repayment, redemption, reduction or retirement of any Indebtedness of the Guarantor or any Subsidiary having a maturity of more than one year that is not subordinated to the Notes or the Guarantee or (ii) enters into a bona fide commitment to expend an amount not less than the Attributable Indebtedness for such Sale-Leaseback Transaction during such one-year period to the acquisition, construction or development of other similar Property.

  • Sale and Leasebacks The Borrower will not enter into --------------------- any arrangement, directly or indirectly, with any Person whereby the Borrower shall sell or transfer any of its Property, whether now owned or hereafter acquired, and whereby the Borrower shall then or thereafter rent or lease such Property or any part thereof or other Property that the Borrower intends to use for substantially the same purpose or purposes as the Property sold or transferred.

  • Sale and Leaseback The Borrower will not enter into any arrangement, directly or indirectly, with any other Person whereby the Borrower shall sell or transfer any real or personal property, whether now owned or hereafter acquired, and then or thereafter rent or lease as lessee such property or any part thereof or any other property which the Borrower intends to use for substantially the same purpose or purposes as the property being sold or transferred.

  • Limitation on Sale and Lease-Back Transactions The Company will not, and will not permit any Restricted Subsidiary to, enter into any Sale and Lease-Back Transaction unless: (a) the Company or such Restricted Subsidiary, at the time of entering into a Sale and Lease-Back Transaction, would be entitled to incur Indebtedness secured by a lien on the Principal Property to be leased in an amount at least equal to the Attributable Debt in respect of such Sale and Lease-Back Transaction, without equally and ratably securing the Securities pursuant to Section 1.3(1) above; or (b) the direct or indirect proceeds of the sale of the Principal Property to be leased are at least equal to the fair value of such Principal Property (as determined by the Company’s Board of Directors) and an amount equal to the net proceeds from the sale of the property or assets so leased is applied, within 180 days of the effective date of any such Sale and Lease-Back Transaction, to the purchase or acquisition (or, in the case of real property, commencement of the construction) of property or assets or to the retirement (other than at maturity or pursuant to a mandatory sinking fund or mandatory redemption provision) of Securities, or of Funded Indebtedness of the Company or a consolidated Subsidiary ranking on a parity with or senior to the Securities; provided that there shall be credited to the amount of net worth proceeds required to be applied pursuant to this clause (b) an amount equal to the sum of (i) the principal amount of Securities delivered within 180 days of the effective date of such Sale and Lease-Back Transaction to the Trustee for retirement and cancellation and (ii) the principal amount of other Funded Indebtedness voluntarily retired by the Company within such 180-day period, excluding retirements of Securities and other Funded Indebtedness as a result of conversions or pursuant to mandatory sinking fund or mandatory prepayment provisions.

  • Sale Leasebacks Enter into any Sale and Leaseback Transaction.

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