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Common use of Leased Properties Clause in Contracts

Leased Properties. Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Appears in 4 contracts

Samples: Merger Agreement (Hk Merger Corp), Merger Agreement (Happy Kids Inc), Merger Agreement (Happy Kids Inc)

Leased Properties. Section 3.22 of (a) On the Disclosure Closing Date, the Company will not own any real property or any interest therein. Schedule 3.18(a) sets forth a list of the location and size of, principal improvements and buildings on, and Liens on all of the leases and subleases ("Leases") and each leased and subleased parcel parcels of real property in which estate leased by the Company has (individually a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord ("Leased Property" and collectively the "Leased Real PropertyProperties"). Each of the Leases are in full force True and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate correct copies of each of the Leasesall Liens are attached to Schedule 3.18(a). With Except as set forth in Schedule 3.18(a), with respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: Leased Property: (i) the Lease is legalCompany has good and valid leasehold interests in each parcel of its Leased Property, valid, binding, enforceable free and in full force and effect; clear of any Lien other than Permitted Encumbrances; (ii) there are no pending or, to the Knowledge knowledge of the Company or the Lease will continue Stockholders, threatened condemnation proceedings, suits or administrative actions relating to be legalthe Leased Properties or other matters affecting adversely the current use, valid, binding, enforceable and in full force and effect on identical terms following the Closing; occupancy or value thereof; (iii) neither except as set forth in Schedule 3.18(a)(iii), the Company, nor, to legal descriptions for the Knowledge parcels of Leased Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the Companydescribed parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any other party to the Lease, is in breach or defaultGovernmental Authority, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by do not encroach on any easement which may burden the Company or permit termination, modification or acceleration under the Lease by any other party thereto; land; (iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the Company has notleasing or operation thereof and have been operated and maintained in compliance with applicable laws, andordinances, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; rules and regulations; (v) there are no disputescontracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Leased Property, oral agreements, or forbearance programs except as set forth in effect as to the Lease; Schedule 3.18(a)(v); (vi) there are no outstanding options or rights of first refusal to purchase the Lease has not been modified in parcels of Leased Property, or any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; portion thereof or interest therein; (vii) there are no parties (other than the Company) in possession of the parcels of Leased Property, other than tenants under any leases disclosed in Schedule 3.18(a)(vii) who are in possession of space to which they are entitled; (viii) all facilities located on the parcels of Leased Property are supplied with utilities and other services necessary for the operation of such facilities; (ix) each parcel of Leased Property abuts on and has direct vehicular access to a public road, or has access to a public road; (x) all improvements and buildings on the Leased Property are in good repair and adequate for the use of such Leased Property in the manner in which presently used; and (xi) there are no material service contracts, management agreements or similar agreements which affect the parcels of Leased Property, except as set forth in Schedule 3.18(a)(xi). (b) Except as set forth in Schedule 3.18(b), the Company has not assignedgood and marketable title to all of its Assets, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); free and (viii) the Lease is fully assignable to HK without the necessity clear of any consent Liens or restrictions on use. The Fixed Assets currently in use for the business and operations of the Company shall obtain all necessary consents prior to the Closingare in good operating condition, normal wear and tear excepted and have been maintained in accordance with sound industry practices.

Appears in 3 contracts

Samples: Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc), Agreement and Plan of Reorganization (Group 1 Automotive Inc)

Leased Properties. Section 3.22 3.24 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company company has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the LeasesSchedule 3.24. With respect to each Lease set forth on Section 3.22 3.24 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKICS; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK ICS without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Appears in 2 contracts

Samples: Merger Agreement (Integrated Circuit Systems Inc), Merger Agreement (Microclock Inc)

Leased Properties. Section 3.22 Schedule 3.19(a)(i) lists all material real property and water rights, and other material interests in land, including coal, mining, exploration and surface rights, easements, rights of way and options, leased or subleased by any Acquired Company (the Disclosure Schedule sets forth a list of “Leased Real Property”) and all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord related thereto (the "Leased Real Property"Property Leases”). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company Resource Partners has delivered or made available to HK true, correct, Buyer true and complete and accurate copies of each of the all Real Property Leases. With respect to each Real Property Lease set forth and except as otherwise specified on Section 3.22 Schedule 3.19(a)(ii) or where the failure of any of the Disclosure Schedule: following to be true and correct would not reasonably be expected to interfere in any material respect with the respective abilities of the Acquired Companies to continue to operate their respective assets and conduct their respective businesses as currently conducted: (i) the each Real Property Lease is legal, valid, binding, enforceable a valid and in full force and effect; (ii) to the Knowledge binding agreement of the each Acquired Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, northat is a party thereto and, to the Knowledge of IRP GP and Resource Partners, each of the Companyother parties thereto, any other party enforceable by or against such Acquired Company and, to the LeaseKnowledge of IRP GP and Resource Partners, is each of such other parties thereto in breach accordance with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar Laws relating to or defaultaffecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law); (ii) (A) none of the Acquired Companies are in material default under any such Real Property Lease and, to the Knowledge of IRP GP and Resource Partners, no event has occurred which, with notice the passage of time or lapse expiration of timeany grace period, would constitute a default of any Acquired Company’s obligations under such a breach or default by Real Property Lease, (B) to the Company or permit terminationKnowledge of IRP GP and Resource Partners, modification or acceleration under the Lease by any no other party thereto; to any such Real Property Lease is in default thereunder and (ivC) none of the Company has not, andAcquired Companies have received a written or, to the Knowledge of the CompanyIRP GP and Resource Partners, other notice of default with respect to any such Real Property Lease; (iii) except for Permitted Encumbrances, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Real Property Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered subjected to an Encumbrance; (iv) with regard to Leased Real Property, to the Knowledge of IRP GP and Resource Partners an Acquired Company has adequate rights of ingress and egress to such Leased Real Property and all building structures, facilities, fixtures and other improvements thereon; (v) with regard to Leased Real Property, no Acquired Company owes any interest in brokerage or other commissions with respect to any such Real Property Lease for which adequate reserves have not been established on the Lease Latest Balance Sheet; and (except for vi) other than Permitted Liens); Encumbrances, there are no other matters that, to the Knowledge of IRP GP and (viii) Resource Partners, would adversely affect the Lease is fully assignable to HK without the necessity rights of any consent or the Acquired Company shall obtain all necessary consents prior to the ClosingLeased Real Property.

Appears in 2 contracts

Samples: Purchase Agreement (Tortoise Capital Resources Corp), Purchase Agreement (James River Coal CO)

Leased Properties. Section 3.22 of the Disclosure The Assets Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any subsidiary has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"). Each of the Leases are in full force and effect, effect and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has delivered to HK Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Assets Schedule. With Except as described on the Assets Schedule, with respect to each Lease set forth listed on Section 3.22 of the Disclosure Assets Schedule: (ia) the Lease is legal, valid, binding, enforceable and in full force and effect; (iib) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, Company nor any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (ivd) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (ve) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vif) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKPurchaser; (viig) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)Lease; and (viiih) the Lease is fully assignable to HK without purchase and transfer of stock and warrants of the necessity Company, as contemplated by this Agreement, will not require the consent of the landlords or any consent other party under the Leases or the Company Seller shall obtain all necessary consents prior to the Closing. Purchaser acknowledges that the Company subleases the operation of the beauty salon at each property to a third party.

Appears in 2 contracts

Samples: Preferred Stock and Warrant Purchase Agreement (Prudential Private Equity Investors Iii Lp), Preferred Stock and Warrant Purchase Agreement (Regent Assisted Living Inc)

Leased Properties. Section 3.22 of the The Disclosure Schedule sets forth a list lists and describes ----------------- ------------------- briefly all Real Estate that is used or occupied, but not owned, by Seller and the leases (other than Location Contracts), subleases and agreements by which such Real Estate is used and occupied. Except as otherwise described on such Disclosure Schedule, with respect to each such parcel of all of leased Real Property: ------------------- (i) the leases and subleases ("Leases") and each leased and subleased parcel of real property in which described on the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each Disclosure Schedule ------------------- constitute all of the Leases are leases, subleases and agreements under which Seller holds any interest (other than a fee interest) in full force and effectany Real Estate; (ii) each such lease, and the Company holds a valid and existing leasehold sublease or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease agreement is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease , and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following after the Closing; ; (iii) neither the Company, nor, to the Knowledge of the Company, Seller or any other party to the Leaseany such lease, sublease or agreement is not in breach or defaultdefault thereof, and no event has occurred condition or circumstance exists or is threatened which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; thereof or thereunder; (iv) the Company has notno party to any such lease, and, to the Knowledge of the Company, no third party sublease or agreement has repudiated any provision of the Lease; thereof; (v) there are no disputes, oral agreements, agreements or forbearance programs in effect as to the Lease; any such lease, sublease or agreement; (vi) the Lease no such lease, sublease or agreement has not been modified in any respect, except to the extent that such modifications are disclosed by in the documents delivered to HKDisclosure Schedule; ------------------- (vii) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and any leasehold or sub-leasehold; (viii) all buildings, Leasehold Improvements and other property thereon are supplied with utilities and other services necessary for the Lease is fully assignable Business with respect thereto (including any necessary gas, electricity, water, sanitary and storm sewer service); (ix) there are no pending or threatened condemnation proceedings, or administrative actions relating thereto or other matters affecting adversely Seller's current use, occupan cy, or value of such parcel; (x) each such lease, sublease and agreement may be assigned pursuant to HK the terms thereof without the necessity consent of any consent the landlord, sublandlord or the Company shall obtain all necessary consents prior to the Closing.lessor thereunder; and

Appears in 2 contracts

Samples: Asset Purchase Agreement (Coinmach Corp), Asset Purchase Agreement (Coinmach Laundry Corp)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each The Company has delivered to the Lender true, correct, complete and -------- accurate copies of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Leased Property Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Lender; and (vii) neither the Company nor any of it Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (GTCR Golder Rauner LLC)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: -------- ------------------------ (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Lenders; and (vii) neither the Company nor any of it Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (GTCR Golder Rauner LLC)

Leased Properties. Section 3.22 of the Disclosure Schedule 4.8(b) sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company Seller has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each Except as set forth on Schedule 4.8(b), each of the Leases are in full force and effect, effect and the Company Seller holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK Buyer true, correct, complete and accurate copies of each of the LeasesLeases described in Schedule 4.8(b). With respect to each Lease set forth listed on Section 3.22 of the Disclosure Schedule: Schedule 4.8(b) and except as disclosed on Schedule 4.8(b): (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Seller nor, to the Knowledge of the CompanySeller's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKBuyer; (vii) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)Lease; and (viii) the Lease is fully assignable to HK Buyer without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closingconsent.

Appears in 1 contract

Samples: Asset Purchase Agreement (SCP Pool Corp)

Leased Properties. Section 3.22 of the Disclosure Schedule 4.07(a) sets forth the address of each parcel of Leased Real Property and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or parties to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"such Lease document). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK trueBuyer a true and complete copy of each such Lease document, correctand in the case of any oral Lease, complete and accurate copies a written summary of the material terms of such Lease. Except as set forth in Schedule 4.07(a), with respect to each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: : (i) the such Lease is legal, valid, bindingvalid and binding upon the parties thereto, enforceable and in full force and effect; , and there are no untrue or conflicting statements in any of the landlord estoppels delivered to Buyer in connection with the transactions completed hereunder; (ii) to the Knowledge transactions contemplated by this Agreement, the other documents contemplated hereunder, and the consummation of the Company transactions contemplated hereunder and thereunder do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease will continue to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; ; (iii) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (iv) neither the Company, nor, to the Knowledge of the Company, Company nor any other party to the Lease, any Lease is in breach or defaultdefault under such Lease, and no event has occurred or circumstance exists which, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default by the Company default, or permit the termination, modification or acceleration of rent under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the such Lease; ; (v) there are no disputes, oral agreements, security deposit or forbearance programs portion thereof deposited with respect to such Lease has been applied in effect as to the Lease; respect of a breach or default under such Lease which has not been redeposited in full; (vi) except as otherwise specifically noted on Schedule 4.07(a), the other party to such Lease has is not been modified in an Affiliate of, and otherwise does not have any respecteconomic interest in, except to the extent that such modifications are disclosed by the documents delivered to HK; Company or any Stockholder; (vii) the Company has not assignedsubleased, transferred, conveyed, mortgaged, deeded in trust licensed or encumbered otherwise granted any interest in Person the Lease (except for Permitted Liens); and right to use or occupy such Leased Real Property or any portion thereof; (viii) with respect to the Lease is fully assignable to HK without operation of the necessity of any consent or Business at the Leased Real Property, the Company shall obtain has received all necessary consents prior approvals, permits and licenses which are required to operate the ClosingBusiness and has obtained and maintained the same in compliance with all Laws; (ix) the Company has not collaterally assigned or granted any other security in such Lease or any interest therein; (x) there are no Liens on the Company’s estate or interest created by such Lease; and (xi) the Company has not agreed or committed to do any of the foregoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diplomat Pharmacy, Inc.)

Leased Properties. Section 3.22 SCHEDULE 3.10(a) lists and describes briefly all leased real property that is used or occupied by Seller at the Terminal and the leases, subleases and agreements by which such property is used and occupied. Except as otherwise described on SCHEDULE 3.10(a), with respect to each such parcel of leased real property: (i) the leases and subleases described on SCHEDULE 3.10(a) constitute all of the Disclosure Schedule sets forth leases, subleases and agreements under which Seller holds any leasehold interest in real estate underlying or comprising a list part of the Terminal; (ii) Seller has delivered to Purchaser and its counsel true, correct and complete copies of all of the leases leases, subleases and subleases agreements described on SCHEDULE 3.10(a); ("Leases"iii) and each leased and subleased parcel of real property in which the Company has a leasehold such lease, sublease or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease agreement is legal, valid, binding, enforceable and in full force and effect; , is fully assignable to Purchaser (ii) to or Seller has obtained the Knowledge consent of the Company the Lease lessor to such assignment), and will continue to be legal, valid, binding, enforceable and in full force and effect on substantially identical terms following after the Closing; ; (iiiiv) neither the Company, Seller nor, to the Knowledge of the CompanySeller's Knowledge, any other party to the Leaseany such lease, sublease or agreement is in breach or defaultdefault thereof, and no event has occurred which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by thereof or thereunder: (v) no party to any other party thereto; (iv) the Company has notsuch lease, and, to the Knowledge of the Company, no third party sublease or agreement has repudiated any provision of the Lease; thereof: (vvi) there are no disputes, oral agreements, agreements or forbearance programs in effect as to the Leaseany such lease, sublease or agreement; and (vivii) the Lease no such lease, sublease or agreement has not been modified in any respect, except to the extent that such modifications are disclosed by the in documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); Purchaser and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closingits counsel.

Appears in 1 contract

Samples: Asset Purchase Agreement (Crown Energy Corp)

Leased Properties. Section 3.22 of the Disclosure Schedule 3.31(b) sets forth a list of all of ----------------- leases, subleases, licenses, concessions and other agreements (collectively, the leases and subleases ("Real Property Leases") and each leased and subleased parcel of real property in pursuant to which the Company has a leasehold leasehold, -------------------- subleasehold, license, concession or subleasehold interest other rights to use or to which the Company is a party either as landlord or sublandlord occupy real property (collectively, the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid true, correct and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under complete -------------------- legal description of each parcel of the Leases described in Section 3.22 of the Disclosure Schedulesuch Leased Real Property. The Company has delivered to HK the Buyer true, correct, complete and accurate copies of each of the Real Property Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleReal Property Lease: (i) the Real Property Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of neither the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, nor any other party to the Lease, Real Property Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by Real Property Lease; (iii) neither the Company nor, to the FN Shareholders' Knowledge, any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party Real Property Lease has repudiated any provision of the Leasethereof; (viv) there are no disputes, oral agreements, or forbearance programs in effect as to the Real Property Lease; (viv) the Real Property Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Buyer; (viivi) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)Real Property Lease; and (viiivii) the Lease is fully assignable to HK without purchase and transfer of the necessity Shares and change in control of any consent or the Company shall obtain all necessary consents prior to will not require the Closingconsent of the landlords or any other party under the Real Property Lease.

Appears in 1 contract

Samples: Stock Purchase Agreement (Hines Holdings Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of all ----------------- --------------- of the leases and subleases (the "Leases") and each leased and subleased parcel ------ of real property in which the Company has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are is in full force and effect, effect -------------------- and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Leases Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leases Schedule: (i) --------------- --------------- the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor, to the Knowledge knowledge of the CompanyCompany or any Seller, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Stock Purchase Agreement (Albany Ladder Co Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leases Schedule" sets forth a list of all ----------------- --------------- of the leases and subleases related to the Division (the "Leases") and each ------ leased and subleased parcel of real property related to the Division in which the Company Seller or any of its Subsidiaries has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are is in full force and effect, effect -------------------- and the Company Seller or its Subsidiary holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK the Purchaser true, correct, complete and accurate copies of each of the LeasesLeases described in the Leases Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure --------------- Leases Schedule: (i) the Lease is legal, valid, binding, enforceable and in --------------- full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Seller nor, to the Knowledge knowledge of the CompanySeller or any Stockholder, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company Seller nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Asset Purchase Agreement (Albany Ladder Co Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule 4.07(a) sets forth the address of each parcel of Leased Real Property and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or parties to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"such Lease document). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company Group has delivered Made Available to HK trueBuyer a true and complete copy of each such Lease document, correctand in the case of any oral Lease, complete and accurate copies a written summary of the material terms of such Lease. Except as set forth in Schedule 4.07(a), with respect to each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: : (i) the such Lease is legal, valid, bindingvalid and binding upon the parties thereto, enforceable and in full force and effect; , and there are no untrue or conflicting statements in any of the landlord estoppels delivered to Buyer in connection with the transactions completed hereunder; (ii) to the Knowledge transactions contemplated by this Agreement, the other documents contemplated hereunder, and the consummation of the Company transactions contemplated hereunder and thereunder do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease will continue to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; ; (iii) neither the Company, nor, to the Knowledge each member of the Company, Company Group’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (iv) no member of the Company Group nor any other party to the Lease, any Lease is in breach or defaultdefault under such Lease, and no event has occurred or circumstance exists which, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default by the Company default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) except as otherwise specifically noted on Schedule 4.07(a), the other party to such Lease by is not an Affiliate of, and otherwise does not have any economic interest in, any member of the Company Group or any Seller; (vii) no member of the Company Group has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (viii) with respect to the operation of the Business at the Leased Real Property, each member of the Company Group has received all Permits which are required to operate the Business and has obtained and maintained the same in compliance with all Laws; (ix) no member of the Company Group has collaterally assigned or granted any other party thereto; security in such Lease or any interest therein; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (vx) there are no disputes, oral agreements, Liens on the any member of the Company Group’s estate or forbearance programs in effect as to the interest created by such Lease; and (vixi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) no member of the Company Group has not assigned, transferred, conveyed, mortgaged, deeded in trust agreed or encumbered committed to do any interest in of the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closingforegoing.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Diplomat Pharmacy, Inc.)

Leased Properties. Section 3.22 2.11.1 of the Company Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases") and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 2.11.1 of the Company Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) neither any Group Company nor the Company Parent has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 2.11.1 of the Company Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by this Agreement will not require the necessity consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents Parent will provide such consent prior to the Closing.

Appears in 1 contract

Samples: Share Subscription Agreement (Qihoo 360 Technology Co LTD)

Leased Properties. Section 3.22 3.11.1 of the Company Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases") and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 3.11.1 of the Company Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) neither any Group Company nor the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 3.11.1 of the Company Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by this Agreement will not require the necessity consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents Seller will provide such consent prior to the Closing.

Appears in 1 contract

Samples: Share Purchase Agreement (Vipshop Holdings LTD)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: -------- ------------------------ (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by in the documents delivered to HKLeased ------ Property Schedule; and (vii) neither the Company nor any of its Subsidiaries has not ----------------- assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Purchase Agreement (GTCR Golder Rauner LLC)

Leased Properties. Section 3.22 3.11.1 of the Company Disclosure Schedule sets forth a list of all of the leases leases, licenses and subleases of real property to which any Group Company is a party to or bound by ("each a “Lease” and, collectively, the “Leases") and each leased leased, licensed and subleased parcel of real property in which the any Group Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Group Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth listed on Section 3.22 3.11.1 of the Company Disclosure Schedule: (ia) there are no disputes, oral agreements or forbearance programs in effect as to such Lease and no Group Company has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in such Lease; (b) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease effect and will continue to be legal, valid, binding, enforceable and in full force and effect so on substantially identical terms immediately following the Closing; (iiic) neither the Company, nor, to the Knowledge of the Company, any Group Company nor any other party to the Lease, any Lease is in breach or default, and no event has occurred which, with notice or lapse of timetime or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoor sublease; (ivd) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the such Lease has not been amended or modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (viie) the neither any Group Company nor any Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease leasehold, license agreement or subleasehold; (except f) all buildings, improvements and other property leased, licensed or subleased thereunder are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewer, and access to public roads); (g) if required by applicable law or regulation, all of Leases required to be set forth on Section 3.11.1 of the Company Disclosure Schedule have been registered with the competent lease registration authority in the jurisdiction in which such Leases are entered into in accordance with applicable laws and regulations and (viiih) the Lease is fully assignable to HK without transactions contemplated by this Agreement will not require the necessity consent of any consent landlord, licensor or sublandlord or the Company shall obtain all necessary consents will provide such consent prior to the Closing.

Appears in 1 contract

Samples: Share Purchase and Subscription Agreement (Vipshop Holdings LTD)

Leased Properties. Section 3.22 4.28(b) of the Disclosure Schedule Letter sets forth a ------------------ true, correct and complete list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company any of its Subsidiaries is a party either as tenant, subtenant, landlord or sublandlord (collectively, the "Leased Real Property"). Each ) and for each Lease indicates whether or not the consent of the landlord thereunder will be required in connection with (i) the Merger, (ii) the assignment of the Leases are as collateral in full force and effect, and respect of the Financing (assuming it occurs on the terms set forth in the Financing Letters) or (iii) the other transactions contemplated by this Agreement. The Company (either directly or through a Subsidiary) holds a valid and existing leasehold or subleasehold interest or Landlord landlord or Sublandlord sublandlord interest as applicable, under each of the Leases described in Section 3.22 4.28(b) of the Disclosure ScheduleLetter. The Company has delivered or made available to HK MergerSub true, correct, and complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLease: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical the same terms and conditions following the ClosingEffective Time; (iii) neither the CompanyCompany (or its applicable Subsidiary), nor, nor to the Knowledge knowledge of the Company, any other party to the Lease, is in breach or defaultdefault under the Lease, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company (or such Subsidiary) or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company (or its applicable Subsidiary) has performed and will continue to perform all of its obligations under the Lease, (v) the Company has not, and, and to the Knowledge knowledge of the Company, no third party has repudiated any provision of the Lease; (vvi) there are no disputes, oral agreements, or forbearance programs in effect as to the LeaseLease other than (x) those arising in the ordinary course of business and (y) those which, individually or in the aggregate, do not constitute a Material Adverse Effect on the Company and its Subsidiaries, taken as a whole; (vivii) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents previously delivered or made available to HKMergerSub; and (viiviii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Merger Agreement (Petco Animal Supplies Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached ----------------- ------------------------ hereto sets forth a list of all of the leases and subleases ("Leases") and each ------ leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real ----------- Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK the Purchaser true, correct, complete -------- and accurate copies of each of the LeasesLeases described in the Leased Property Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Purchaser; and (vii) neither the Company nor any of its Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Purchase Agreement (GTCR Golder Rauner LLC)

Leased Properties. Section 3.22 of the Disclosure The Assets Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company or any subsidiary has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property") (the Owned Real Property and the Leased Real Property are collectively referred to herein as the "Real Property"). Each of the Leases are is in full force and effect, effect and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company has delivered made available to HK the Investors true, correct, complete and accurate copies of each of the LeasesLeases described in the Assets Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Assets Schedule: (ia) the Lease is legal, valid, binding, enforceable and in full force and effect; (iib) to the Knowledge validity, binding nature and enforceability of the Company Lease shall not be adversely affected by the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closingtransaction contemplated hereby; (iiic) neither the Company, nor, nor to the Knowledge of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (ivd) the Company has not, and, no party to the Knowledge of the Company, no third party Lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vie) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered made available to HKthe Investors' special counsel; and (viif) except as set forth on the Assets Schedule, the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Stock Purchase Agreement (Carrols Corp)

Leased Properties. Section 3.22 of the Disclosure Schedule sets forth 4.22(b) contains a true and complete list of all of the leases Real Property used or useful in the Business and subleases describes all of the Leases relating thereto ("Leases") including the date and each leased name of the parties to such Lease document and subleased parcel the address of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "such Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company Seller has delivered to HK trueBuyer a true and complete copy of each such Lease document. Except as set forth on Schedule 4.22(b), correctand except for matters that would not have a Material Adverse Effect, complete and accurate copies of with respect to each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: : (i) the such Lease is legal, valid, binding, enforceable and in full force and effect; ; (ii) the transactions contemplated by this Agreement and the Transaction Documents do not require the consent of any other party to the Knowledge such Lease, will not result in a breach of the Company the or default under such Lease, and will not otherwise cause such Lease will continue to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; ; (iii) neither the Company, nor, to the Knowledge Seller's possession and quiet enjoyment of the Company, Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (iv) neither Seller nor any other party to the Lease, any Lease is in material breach or defaultdefault under such Lease, and no event has occurred or circumstance exists which, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default by the Company default, or permit the termination, modification or acceleration of rent under such Lease; (v) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) the other party to such Lease by is not an Affiliate of, and otherwise does not have any economic interest in, Seller; (vii) Seller has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (viii) Seller has not collaterally assigned or granted any other party thereto; security interest in such Lease or any interest therein; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (vix) there are no disputes, oral agreements, liens or forbearance programs in effect as to encumbrances on the estate or interest created by such Lease; and (vix) the Lease Seller has not been modified in agreed or committed to do any respectof the foregoing, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closingas applicable.

Appears in 1 contract

Samples: Asset Purchase Agreement (Hanover Capital Mortgage Holdings Inc)

Leased Properties. Section 3.22 of the The Disclosure Schedule sets forth a list lists and describes briefly all Real Estate that is used or occupied, but not owned, by the Company (with respect to the Business) and the leases, subleases and agreements by which such Real Estate is used and occupied. Except as otherwise described on such Disclosure Schedule, with respect to each such parcel of all of leased Real Property: (i) the leases and subleases ("Leases") described on the Disclosure Schedule constitute all of the leases, subleases and each leased and subleased parcel of real property in agreements under which the Company has holds any interest (other than a leasehold fee interest) in any Real Estate; (ii) each such lease, sublease or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease agreement is legal, valid, binding, enforceable and in full force and effect; (ii) , is fully assignable to the Knowledge of the Company the Lease Buyer without obtaining any required consent or approval from any Person, and will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following after the Closing; Closing other than by reason of a change of law and except as such unenforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors' rights generally; (iii) neither the Company, norCompany and, to the Knowledge of the Companyits knowledge, any other party to the Leaseany such lease, sublease or agreement is not in breach or defaultdefault thereof, and to the Best of the Company's Knowledge, no event has occurred condition or circumstance exists or is threatened which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; thereof or thereunder; (iv) the Company has notno party to any such lease, and, to the Knowledge of the Company, no third party sublease or agreement has repudiated any provision of the Lease; thereof; (v) there are no disputes, oral agreements, agreements or forbearance programs in effect with respect to the Company or, to the Best of the Company's Knowledge, with respect to any third party, in either case, as to the Lease; any such lease, sublease or agreement; (vi) the Lease no such lease, sublease or agreement has not been modified in any material respect, except to the extent that such modifications are disclosed by in the documents delivered to HK; Disclosure Schedule; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and any leasehold or sub-leasehold; (viii) the Lease portions of buildings, improvements and other property thereon leased by the Company have received all approvals of governmental authorities (including certificates of occupancy, permits and licenses) required in connection with the Business as presently conducted and have been operated and maintained in compliance with all applicable legal requirements; (ix) the portions of buildings, improvements and other property thereon leased by the Company are supplied with utilities and other services reasonably necessary for the Business as presently conducted with respect thereto (including any necessary gas, electricity, water (including without limitation, the use and right to a water supply sufficient for the Business), irrigation, sanitary and storm sewer service); (x) there are no pending or, to the Best of the Company's Knowledge, threatened condemnation proceedings, or administrative actions relating thereto or other matters affecting adversely the Company's current use, occupancy, or value of such parcel; (xi) as to each parcel, the land and improvements thereon does not serve any adjoining property for any purpose to the Best of the Company's Knowledge, inconsistent with the current use of such land by the Company, and the property is fully assignable not located within any flood plain or subject to HK without any similar type restriction for which any permits or licenses necessary to the necessity use thereof have not been obtained; and (xii) other than documents described on the Disclosure Schedule, there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any Person the right of use or occupancy of any consent or portion of such parcel which the Company shall obtain all necessary consents prior is entitled to occupy, and no Person (other than the ClosingCompany) is in possession of any such portion of any such parcel.

Appears in 1 contract

Samples: Stock Purchase Agreement (Golden State Vintners Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule 7.8B sets forth the address and a list of all of leases, subleases, licenses, concessions and other agreements (written or oral) (collectively, the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "for all Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered furnished to HK the Parent true, correct, correct and complete and accurate copies of each written Lease (including all amendments, extensions, renewals, guaranties and other documents with respect thereto), and in the case of any oral Leases a written summary of the Leasesbasic terms thereof. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLease: (i) the such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) subject to obtaining any Consent described on Schedule 7.4, the Knowledge consummation of the Company the Closing Transactions will not cause a breach or default under such Lease will continue or otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical substantially the same terms following the Closingas are presently in effect; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, Company is not in breach or defaultdefault in any material respect under, and no event has occurred which, with notice or and/or lapse of time, would constitute such a breach or default by of the Company or permit lessor's unilateral termination, modification or acceleration under the Lease by any other party theretoof, such Lease; (iv) to the Company's Knowledge, no other party to such Lease is in breach or default in any material respect under such Lease, and no event has occurred which, with notice and/or lapse of time, would constitute such a breach or default or permit the Company's unilateral termination, modification or acceleration of such Lease; (v) the Company has not, not (and, to the Knowledge of the Company's Knowledge, no third other party has to such Lease has) repudiated any provision of the Leasethereof; (vvi) there are no disputes, oral agreements, or forbearance programs forbearances in effect as to the such Lease; (vivii) the such Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKAcquisition; and (viiviii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered caused any Lien (other than any Permitted Lien) to exist with respect to any interest of the Company in the Lease (such Lease, except for Permitted Liens); and (viii) such Liens which shall be satisfied or released on or before the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingClosing Date.

Appears in 1 contract

Samples: Merger Agreement (American Pad & Paper Co of Delaware Inc)

Leased Properties. Section 3.22 The attached Leases Schedule lists and ----------------- --------------- describes briefly all real property that is used or occupied by the Company in connection with its business but not owned by the Company and the leases and agreements by which such property is used and occupied. Except as otherwise described on the Leases Schedule, with respect to each such parcel of leased --------------- real property: (i) the leases and agreements described on the Leases Schedule --------------- constitute all of the Disclosure Schedule sets forth a list leases and agreements under which the Company holds any interest in any real estate used in connection with its business; (ii the Company has delivered to the Buyer and its counsel true, correct and complete copies of all of the leases and subleases agreements described on the attached Leases ------ Schedule; ("Leases") and each leased and subleased parcel of real property in which ii neither the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the CompanyParent's or Seller's Knowledge, any -------- other third party to the Lease, any such lease or agreement is in breach or defaultdefault thereof, and no event has occurred which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or, to Seller's or Parent's Knowledge, any such other party, or permit termination, modification or acceleration under the Lease by any other party theretothereof or thereunder; (iv) the Company has not, and, to the Knowledge of neither the Company, no nor to Seller's or Parent's Knowledge, any third party to any such lease or agreement has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, agreements or forbearance programs in effect as to the Leaseany such lease or agreement; (vi) the Lease no such lease or agreement has not been modified in any respect, except to the extent that such modifications are disclosed by the in documents delivered to HKthe Buyer and its counsel; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in created any deed of trust or encumbered any interest in any leasehold; (viii) none of the Lease buildings, improvements and other property on the leased property are in violation of any applicable zoning, building code or subdivision ordinance, regulation, order or law or restrictions or covenants of record; (except ix) all buildings, improvements and other property thereon are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewers); (x) there are no pending (or, to Seller's or Parent's Knowledge, threatened) condemnation proceedings or other similar administrative actions relating to such parcel; (xi) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain; (xii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such properties; and (viiixiii) no Person (other than the Lease Company) is fully assignable to HK without the necessity in possession of such properties. The Company does not own any consent or the Company shall obtain all necessary consents prior to the Closingreal property in fee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Chippac Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule 4.07 sets forth the address of each parcel of Leased Real Property and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or parties to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"such Lease document). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered Made Available to HK trueBuyer a true and complete copy of each such Lease document, correctand in the case of any oral Lease, complete and accurate copies a written summary of the material terms of such Lease. Except as set forth on Schedule 4.07, with respect to each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: : (i) the such Lease is legal, validvalid and binding upon the Company, bindingand, to the Knowledge of the Company, the counterparty thereto, enforceable and in full force and effect; , subject to the Remedies Exceptions; (ii) to the Knowledge transactions contemplated by this Agreement, the other Transaction Documents, and the consummation of the Company transactions contemplated hereunder and thereunder do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease will continue to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms (subject to the Remedies Exceptions) immediately following the Closing; ; (iii) neither the Company, nor, to the Knowledge ’s possession and quiet enjoyment of the Company, any other party to the Lease, is in breach or default, and no event Leased Real Property under such Lease has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, not been materially disturbed and, to the Knowledge of the Company, there are no third disputes with respect to such Lease; (iv) neither the Company nor to the Company’s Knowledge any other party to any Lease is in material breach or default under such Lease, and no event has repudiated any provision occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a material breach or default, or permit the termination or acceleration of rent under such Lease; ; (v) there are no disputes, oral agreements, security deposit or forbearance programs portion thereof deposited with respect to such Lease has been applied in effect as to the Lease; respect of a breach or default under such Lease which has not been redeposited in full; (vi) the other party to such Lease has is not been modified in an Affiliate of, and otherwise does not have any respecteconomic interest in, except to the extent that such modifications are disclosed by the documents delivered to HK; Company or any Seller; (vii) the Company has not assignedsubleased, transferredlicensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof nor has the Company agreed or committed to sublease, conveyedlicense or otherwise grant any Person the right to use or occupy such Leased Real Property or any portion thereof; (viii) with respect to the operation of the Business at the Leased Real Property, mortgaged, deeded the Company holds all material Permits that are used to operate the Business as currently conducted by the Company and as proposed to be conducted by the Company prior to the Closing at the Leased Real Property and has obtained and maintained the same in trust compliance in all material respects with all Laws; (ix) the Company has not collaterally assigned or encumbered granted any other security in such Lease or any interest therein, nor has the Company agreed or committed to collaterally assign or grant any other security in such Lease or any interest therein; and (x) there are no Liens on the Company’s interest created by such Lease (except for other than Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Appears in 1 contract

Samples: Securities Purchase Agreement (Diplomat Pharmacy, Inc.)

Leased Properties. Section 3.22 of the Disclosure Schedule sets forth a list of all Each of the leases and subleases for leased Real Property ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each ) listed on Section 5.10 of the Leases are Disclosure Schedule is in full force and effect, effect and the Company Seller holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in leases. Section 3.22 5.10 of the Disclosure ScheduleSchedule contains a list of all leases under which Seller holds a leasehold or subleasehold interests that provide for total annual payments in excess of $20,000 individually, or $30,000 in the aggregate. The Company Seller has delivered to HK Purchaser true, correct, complete and accurate copies of each of the Leasessuch leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedulesuch lease: (i) the Lease lease is legal, valid, binding, enforceable and in full force and effect; (ii) to Seller's Knowledge, subject to obtaining the Knowledge consent of each landlord where required by the Company lease for the Lease assignment to Purchaser, the lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, Seller is not in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a material breach or default by the Company Seller or permit termination, modification or acceleration under the Lease lease by any party thereto other party theretothan Seller; (iv) the Company has notto Seller's Knowledge, and, no other party to the Knowledge lease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a material breach or default by such other party or permit termination, modification or acceleration under the lease by Seller; (v) Seller has not repudiated any provision of the Companylease, and to Seller's Knowledge, no third other party to the lease has repudiated any provision of the Leaselease; (vvi) to Seller's Knowledge, there are no disputes, oral agreements, or forbearance programs in effect as to the Leaselease; (vivii) the Lease lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKPurchaser; and (viiviii) the Company Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closinglease.

Appears in 1 contract

Samples: Asset Purchase Agreement (Aircraft Service International Group Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule The "Leased Property Schedule" attached hereto sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has or any of it Subsidiaries have a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK the Lender true, correct, complete and accurate copies of each of the LeasesLeases described in the Leased Property Schedule. With respect to each Lease set forth listed on Section 3.22 of the Disclosure Leased Property Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, Company nor any of its Subsidiaries nor, to the Knowledge best of the Company's knowledge, any other party to the Lease, Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretoLease; (iv) the Company has not, and, to the Knowledge best of the Company's knowledge, no third party to the Lease has repudiated any provision of the Leasethereof; (v) to the best of the Company's knowledge, there are no disputes, oral agreements, or forbearance -11- 17 programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKthe Lender; and (vii) neither the Company nor any of it Subsidiaries has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the ClosingLease.

Appears in 1 contract

Samples: Senior Subordinated Loan Agreement (Synagro Technologies Inc)

Leased Properties. Section 3.22 3.20 of the Disclosure Schedule ----------------- sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the LeasesSchedule 3.20. With respect to each Lease set forth on Section 3.22 3.20 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKICS; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK ICS without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Appears in 1 contract

Samples: Series a Cumulative Convertible Preferred Stock Purchase Agreement (Integrated Circuit Systems Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule 3.7 sets forth a list of all of the leases and subleases ("LeasesLEASES") and each leased and subleased parcel of real property in which the Company ECG has a leasehold or and subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real PropertyLEASED REAL PROPERTY"). Each of the Leases are is in full force and effect, and the Company ECG holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure ScheduleLeases. The Company Seller has delivered to HK Buyer true, correct, complete and accurate copies of each of the LeasesLeases described in Schedule 3.7. With respect to each Lease set forth on Section 3.22 of the Disclosure ScheduleLeases listed on Schedule 3.7: (i) the Lease it is legal, valid, binding, and enforceable in accordance with its terms, except as enforcement may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and in full force other laws affecting creditors' rights generally and effectby general equitable principles; (ii) to the Knowledge of the Company the Lease it will continue to be legal, valid, binding, and enforceable and in full force and effect on identical terms following the ClosingFunding in accordance with its terms, except as enforcement in each instance may be limited by applicable bankruptcy, reorganization, insolvency, moratorium and other laws affecting creditors' rights generally and by general equitable principles; (iii) neither the Company, ECG nor, to the Knowledge of the CompanyParent, Seller or ECG, any other party to the Lease, such lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party theretosuch lease; (iv) the Company has not, and, to the Knowledge of the CompanyParent, Seller or ECG, no third party to such lease has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Leasesuch lease; (vi) the Lease such lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HKBuyer; (vii) the Company ECG has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens)such lease; and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.except as disclosed on

Appears in 1 contract

Samples: Purchase and Sale Agreement (Affiliated Computer Services Inc)

Leased Properties. Section 3.22 of the Disclosure Schedule 4.07(a) sets forth the address of each parcel of Leased Real Property and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or parties to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"such Lease document). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK trueBuyer a true and complete copy of each such Lease document, correctand in the case of any oral Lease, complete and accurate copies a written summary of the material terms of such Lease. Except as set forth in Schedule 4.07(a), with respect to each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: : (i) the such Lease is legal, valid, bindingvalid and binding upon the parties thereto, enforceable and in full force and effect; , and there are no untrue or conflicting statements in any of the landlord estoppels delivered to Buyer in connection with the transactions completed hereunder; (ii) to the Knowledge transactions contemplated by this Agreement, the other documents contemplated hereunder, and the consummation of the Company transactions contemplated hereunder and thereunder do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease, and will not otherwise cause such Lease will continue to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; ; (iii) the Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (iv) neither the Company, nor, Company nor to the Company’s or Stockholders’ Knowledge of the Company, any other party to the Lease, any Lease is in breach or defaultdefault under such Lease, and no event has occurred or circumstance exists which, with notice the delivery of notice, the passage of time or lapse of timeboth, would constitute such a breach or default by the Company default, or permit the termination, modification or acceleration of rent under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the such Lease; ; (v) there are no disputes, oral agreements, security deposit or forbearance programs portion thereof deposited with respect to such Lease has been applied in effect as to the Lease; respect of a breach or default under such Lease which has not been redeposited in full; (vi) except as otherwise specifically noted on Schedule 4.07(a), the other party to such Lease has is not been modified in an Affiliate of, and otherwise does not have any respecteconomic interest in, except to the extent that such modifications are disclosed by the documents delivered to HK; Company or any Selling Party; (vii) the Company has not assignedsubleased, transferredlicensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof; (viii) with respect to the operation of the Business at the Leased Real Property, conveyed, mortgaged, deeded the Company has received all Permits which are required to operate the Business at the Leased Real Property and has obtained and maintained the same in trust compliance with all Laws; (ix) the Company has not collaterally assigned or encumbered granted any other security in such Lease or any interest in therein; (x) there are no Liens on the Company’s estate or interest created by such Lease (except for other than Permitted Liens); and and (viiixi) the Lease is fully assignable Company has not agreed or committed to HK without do any of the necessity of any consent or the Company shall obtain all necessary consents prior to the Closingforegoing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Diplomat Pharmacy, Inc.)

Leased Properties. Section 3.22 The attached Leases Schedule lists and describes briefly all real property that is used or occupied by the Company in connection with its business but not owned by the Company and the leases and agreements by which such property is used and occupied. Except as otherwise described on the Leases Schedule, with respect to each such parcel of leased real property: (i) the leases and agreements described on the Leases Schedule constitute all of the Disclosure Schedule sets forth a list leases and agreements under which the Company holds any interest in any real estate used in connection with its business; (ii the Company has delivered to the Buyer and its counsel true, correct and complete copies of all of the leases and subleases agreements described on the attached Leases Schedule; ("Leases") and each leased and subleased parcel of real property in which ii neither the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the CompanyParent’s or Seller’s Knowledge, any other third party to the Lease, any such lease or agreement is in breach or defaultdefault thereof, and no event has occurred which, with notice or the lapse of time, or both, would constitute such a breach or default by the Company or, to Seller’s or Parent’s Knowledge, any such other party, or permit termination, modification or acceleration under the Lease by any other party theretothereof or thereunder; (iv) the Company has not, and, to the Knowledge of neither the Company, no nor to Seller’s or Parent’s Knowledge, any third party to any such lease or agreement has repudiated any provision of the Leasethereof; (v) there are no disputes, oral agreements, agreements or forbearance programs in effect as to the Leaseany such lease or agreement; (vi) the Lease no such lease or agreement has not been modified in any respect, except to the extent that such modifications are disclosed by the in documents delivered to HKthe Buyer and its counsel; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in created any deed of trust or encumbered any interest in any leasehold; (viii) none of the Lease buildings, improvements and other property on the leased property are in violation of any applicable zoning, building code or subdivision ordinance, regulation, order or law or restrictions or covenants of record; (except ix) all buildings, improvements and other property thereon are supplied with utilities and other services necessary for Permitted Liensthe operation thereof (including gas, electricity, water, telephone, sanitary and storm sewers); (x) there are no pending (or, to Seller’s or Parent’s Knowledge, threatened) condemnation proceedings or other similar administrative actions relating to such parcel; (xi) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain; (xii) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any Person the right of use or occupancy of any portion of such properties; and (viiixiii) no Person (other than the Lease Company) is fully assignable to HK without the necessity in possession of such properties. The Company does not own any consent or the Company shall obtain all necessary consents prior to the Closingreal property in fee.

Appears in 1 contract

Samples: Stock Purchase Agreement (Intersil Corp/De)