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Common use of Leased Properties Clause in Contracts

Leased Properties. The only real estate used in the operation of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"), and which have not been amended, modified or assigned. With respect to each of the Leased Properties: (a) Seller is not aware of any material problems with, the buildings, plants, improvements, structures and fixtures on the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Property; (b) to the Actual Knowledge of the Seller, since Seller has not received any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage of time on both could give rise to a breach or default thereunder.

Appears in 1 contract

Samples: Asset Purchase Agreement (Platinum Entertainment Inc)

Leased Properties. Section 2.16(a) of the Disclosure Schedule sets forth a complete list and the location of all real property leased or subleased, whether as landlord or tenant, by the Seller or the Subsidiaries, excluding the Excluded Facilities (the “Leased Real Property”), identifying the parties thereto. The only real estate used Seller has prior to the date hereof made available to the Buyer correct and complete copies of the leases and subleases (and all amendments, supplements, side letters, estoppels, subordination, nondisturbance and attornment agreements, and other written agreements related thereto) that are in the operation of Seller's Business are ’s possession (collectively, the real “Leases”) covering the properties listed in PART 3.1.15 OF THE DISCLOSURE LETTERSection 2.16(a) of the Disclosure Schedule (as amended to the date of this Agreement) and all material licenses, which certificates of occupancy, plans, specifications and permits pertaining to the Leased Real Property that are collectively referred in the possession of the Seller, any of the Subsidiaries or the Owners. Except (x) as otherwise specified in Section 2.16(a) of the Disclosure Schedule or (y) where the failure of any of the following to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a be true and correct copy of each having been previously delivered does not have, or would not reasonably be expected to Buyer (have, individually or in the parties from whom the Leased Properties are leased are referred to herein as the "Landlords")aggregate, and which have not been amended, modified or assigned. With respect to each of the Leased Propertiesa Material Adverse Effect: (aA) Seller is not aware of any material problems with, the buildings, plants, improvements, structures and fixtures on the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and neither the Seller has received a Certificate nor any of Occupancy regarding such Leased Property; (b) the Subsidiaries, nor to the Actual Knowledge of the Seller, since any of their landlords or tenants, as the case may be, is in default under any Lease beyond any applicable notice, grace or cure period, (B) neither the Seller nor any of the Subsidiaries has not received any or delivered a written notice of default or objection to any special assessment, or party to any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention Lease to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at pay and perform its sole cost obligations and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (cC) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant event with respect to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred Lease which with the giving of either notice or the passage of time on or both could give rise would reasonably be expected to a breach or become an event of default thereunder; (ii) no Lease has been assigned, sublet, mortgaged, deeded in trust or otherwise encumbered by the Seller or any of the Subsidiaries; and (iii) (A) the Leases constitute all written and oral agreements of any kind for the leasing, rental, use or occupancy of the Leased Real Property and are the result of bona fide arms length negotiations between the parties, (B) no third party has the right to cancel or terminate a Lease; and (C) there are no refunds, credits, concessions, bonuses, free months’ rental, rebates, finish-out allowances in excess of the building’s standard or other agreements or matters affecting the rental for any tenant under any Lease nor any additional payments, accommodations, consideration or unpaid tenant improvement costs due under any of the Leases.

Appears in 1 contract

Samples: Asset Purchase Agreement (FMC Corp)

Leased Properties. The only If BNY or any of its Affiliates is party to a lease with respect to any real estate used in property that is part of the operation of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, Excluded Banking Premises (which are collectively referred to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"lease contains at least one unexercised renewal option), and BNY or its applicable Affiliate does not desire to renew such lease, then at least sixty (60) days prior to the last date on which have such lease may be renewed, and prior to providing any written notice to the landlord under such lease that BNY or its Affiliates does not been amendedintend to renew such lease, modified or assigned. With respect to each BNY shall notify JPM in writing of its intent (the “Non-Renewal Notice”), and shall provide JPM with a written copy of the Leased Properties: lease all amendments and modifications thereto and all material correspondence files, together with all other documents relating to the lease as JPM may reasonably request. Within thirty (a30) Seller is not aware days of any material problems withits receipt of the Non-Renewal Notice, JPM may notify BNY that it desires to occupy such leased premises. If JPM provides such notice to BNY, then BNY or its applicable Affiliate shall renew such lease in a timely manner and, as of the buildingscommencement date of the renewal term, plants, improvements, structures and fixtures BNY shall sublet the space covered by such lease on the Leased Propertysame economic terms and for the same duration as BNY or its applicable Affiliate is leasing such space from the landlord; provided, includinghowever, without limitationthat, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding if such Leased Property; (b) to the Actual Knowledge sublet would require consent of the Sellerlandlord, since Seller has not received then, then BNY or its applicable Affiliate shall be required to renew the lease and sublet the space to JPM only if it receives such consent of the landlord; provided, further, that, in such case, BNY and its applicable Affiliates shall use reasonable best efforts to obtain such consent and to permit JPM to participate in any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection discussions with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any landlord to obtain such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage of time on both could give rise to a breach or default thereunderconsent.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bank of New York Co Inc)

Leased Properties. The only real estate used in Schedule 3.1(u) of the operation Disclosure Letter sets out all of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as the "Leased Properties." All of such . The Leased Properties are the only real properties leased pursuant by the Corporation and the Leases are in good standing, valid and in full force and effect. True and complete copies of all Leases have been Made Available to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"), and which have not been amended, modified or assignedPurchaser. With respect to the Leases: (i) all rents, additional rents, security and rental deposits and any other amounts which are to be paid by the lessee have been paid to date; (ii) no waiver, indulgence or postponement of the lessee’s obligations has been granted by any lessor; (iii) except as would not be material, the Corporation is not in breach, default or violation of any of the Leases or alleged to be in such breach, default or violation; (iv) each of the Leased Properties: (a) Seller Properties is not aware adequate and suitable for the purposes for which it is presently being used and the Corporation has adequate legal rights of any material problems with, the buildings, plants, improvements, structures ingress and fixtures on egress into each of the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that Properties for the Leased Property is operation of its Business in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Property; Ordinary Course; (bv) to the Actual Knowledge of the Seller, since Seller Corporation has not received any notice of any special assessmentsubleased, assigned, licensed or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to otherwise granted any Person the right to use or occupy any portion of the Leased Property; Properties or any portion thereof; (dvi) the Corporation has not received any written notice from any Governmental Entity asserting any violation or alleged violation of applicable Laws with respect to the Actual Knowledge any of the Seller, Leased Properties that remains uncured or that would reasonably be expected to be material; and (vii) there are no Persons other amendments or side agreements (other than Selleror ongoing negotiations therefor) in possession of that impact the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage of time on both could give rise to a breach or default thereunderProperties.

Appears in 1 contract

Samples: Share Purchase Agreement (ADT Inc.)

Leased Properties. The only real estate used "Leases Schedule" sets forth a list ----------------- --------------- of (i) all of the leases and subleases relating primarily to the Acquired Business (including, without limitation, all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for which each lease results in the operation an annualized base rent of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER$30,000 or more or relating to a regional accounting center (collectively, which are collectively referred to herein as the "Leased Properties." All Leases") and (ii) as to each material Lease, whether consent of such Leased Properties are leased pursuant any Person is ------ required to leases described convey a valid leasehold interest in said Disclosure Letterconnection with the transactions contemplated by this Agreement. Except as set forth on the attached Leases Schedule, the Seller or an Acquired Company holds a true valid and correct copy existing --------------- leasehold or subleasehold interest under each of the Leases, free and clear of all Liens other than Permitted Encumbrances. The Seller has delivered to the Purchaser true, correct, complete and accurate copies of each having been previously delivered to Buyer (written Lease, except as set forth on the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"), and which have not been amended, modified or assignedLeases Schedule. With respect to each of the Leased Properties: (a) Seller is not aware of any material problems withLease, the buildings, plants, improvements, structures and fixtures except --------------- as set forth on the Leased PropertyLeases Schedule: (i) the Lease is legal, includingvalid, without limitationbinding, heating, ventilation --------------- enforceable and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Property; (b) to the Actual Knowledge of the Seller, since Seller has not received any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect; (ii) the Lease will continue to be legal, is valid, binding, enforceable and in accordance with its full force and effect on identical terms and immediately following the Closing; (iii) neither the Seller nor any Acquired Company, nor to the knowledge of the Seller, any other party to the Landlord Lease is in material breach or default, and no event has occurred which, with or alleged to be in without notice or lapse of time or both, would constitute such a material breach or default with respect theretounder the Lease; (iv) no party to the Lease has repudiated any material provision thereof; (v) there are no material written disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any material respect, except to the extent that such material modifications are disclosed by the documents delivered to the Purchaser; and no conditions exist (vii) neither the Seller nor any Acquired Company has assigned, transferred, conveyed, mortgaged, deeded in trust or events have occurred which with encumbered any interest in the giving of notice Lease, except for such assignments, transfers, conveyances, mortgages, deeds in trust and encumbrances that could not reasonably be expected to have, individually or in the passage of time on both could give rise to aggregate, a breach or default thereunderMaterial Adverse Effect.

Appears in 1 contract

Samples: Purchase Agreement (Staffmark Inc)

Leased Properties. The only Schedule 4.3(a) sets forth the address of each parcel of leased real estate used in property that is a part of the operation USC Contributed Assets (the “USC Leased Real Property”), and a true, accurate and complete list of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to all leases described in said Disclosure Letter(each, a true “USC Lease”) for each such USC Leased Real Property (including the date and correct name of the parties to such USC Lease, a list of all exhibits and amendments thereto, a true, accurate and complete copy of all of which has been delivered to the Company prior to the date hereof). The USC Members represent that they have delivered to the Company a true, accurate and complete copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein such USC Lease. Except as the "Landlords"set forth in Schedule 4.3(a), and which have not been amended, modified or assigned. With with respect to each of the Leased PropertiesUSC Leases: (a1) Seller such USC Lease is legal, valid, binding, enforceable and in full force and effect; (2) the transactions contemplated by this Agreement and the Related Agreements (including the Transactions) do not aware require the consent of any material problems withother party to such USC Lease, will not result in a breach of or default under such USC Lease, will not give rise to any termination or recapture rights, and will not otherwise cause such USC Lease to cease to be legal, valid, binding, enforceable and in full force and effect on identical terms following the buildingsClosing; (3) the applicable USC Member’s possession and quiet enjoyment of the USC Leased Real Property under such USC Lease has not been disturbed and there are no pending or outstanding suits, plants, improvements, structures and fixtures on municipal violations or claims by governmental agencies with respect to such USC Lease or the USC Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Real Property; (b4) no USC Member nor any other party to any USC Lease is in breach or default under such USC Lease, and no event has occurred or circumstance exists which, with the Actual Knowledge delivery of notice, the Sellerpassage of time or both, since Seller has not received any notice of any special assessmentwould constitute such a breach or default, or any notice alleging violation permit the termination, modification or acceleration of any applicable building, zoning, fire rent under such USC Lease; (5) no security deposit or health codes, portion thereof deposited with respect to such USC Lease has been applied in respect of a breach or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property default under such USC Lease which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Sellerredeposited in full; (c6) the other party to such USC Lease is not an Affiliate of, and otherwise does not have any economic interest in, any USC Member (other than an indirect interest through the Actual Knowledge ownership of the Sellerpublicly traded shares of USC); (7) no USC Member has subleased, there are no leases, subleases, licenses, concessions, licensed or other agreements (whether written or oral) to which Seller is a party, that grant to otherwise granted any Person the right to use or occupy such USC Leased Real Property or any portion of the Leased Propertythereof; (d8) no USC Member has collaterally assigned or granted any other security in such USC Lease or any interest therein; (9) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of Liens on the Leased Propertyestate or interest created by such USC Leases; (e10) no USC Member is obligated, or has agreed or committed, to do any of the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Businessforegoing; and (f11) to there are no Hazardous Substances on, under or otherwise affecting the Actual Knowledge of Seller, the lease for the USC Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect theretoReal Property, and the USC Members have no conditions exist knowledge, and have received no notices, in any way relating to same or events have occurred which with the giving of notice potential or the passage of time on both could give rise to a breach or default thereunderthreatened claims relating thereto.

Appears in 1 contract

Samples: Contribution Agreement (Us Concrete Inc)

Leased Properties. The only If BNY or any of its Affiliates is party to a lease with respect to any real estate used property that is part of the Excluded Banking Premises (which lease contains at least one unexercised renewal option), and BNY or its applicable Affiliate does not desire to renew such lease, then at least sixty (60) days prior to the last date on which such lease may be renewed, and prior to providing any written notice to the landlord under such lease that BNY or its Affiliates does not intend to renew such lease, BNY shall notify JPM in the operation writing of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as its intent (the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "LandlordsNon-Renewal Notice"), and which have not been amended, modified or assigned. With respect to each shall provide JPM with a written copy of the Leased Properties: lease all amendments and modifications thereto and all material correspondence files, together with all other documents relating to the lease as JPM may reasonably request. Within thirty (a30) Seller is not aware days of any material problems withits receipt of the Non-Renewal Notice, JPM may notify BNY that it desires to occupy such leased premises. If JPM provides such notice to BNY, then BNY or its applicable Affiliate shall renew such lease in a timely manner and, as of the buildingscommencement date of the renewal term, plants, improvements, structures and fixtures BNY shall sublet the space covered by such lease on the Leased Propertysame economic terms and for the same duration as BNY or its applicable Affiliate is leasing such space from the landlord; provided, includinghowever, without limitationthat, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding if such Leased Property; (b) to the Actual Knowledge sublet would require consent of the Sellerlandlord, since Seller has not received then, then BNY or its applicable Affiliate shall be required to renew the lease and sublet the space to JPM only if it receives such consent of the landlord; provided, further, that, in such case, BNY and its applicable Affiliates shall use reasonable best efforts to obtain such consent and to permit JPM to participate in any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection discussions with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any landlord to obtain such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage of time on both could give rise to a breach or default thereunderconsent.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (Bank of New York Co Inc)

Leased Properties. The only Schedule 2.1(g) (Company Leased Real Property) and Schedule 3.18(a), which sets forth all real estate property leased or subleased by any of the Sold Companies (the “Sold Companies’ Leased Real Property”), sets forth all leases and subleases covering leased or subleased real property used in the operation Business, including the following information: the name of Seller's Business are landlord and tenant and a brief description of the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred leased premises. The Company has made available to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a Buyer true and correct copy complete copies of each having been previously delivered to Buyer (the parties from whom leases and subleases covering the Company Leased Properties are leased are referred to herein as Real Property and the "Landlords"), and which have not been amended, modified or assignedSold Companies’ Leased Real Property. With respect to each of the Leased Properties:such lease and sublease, and except as otherwise specified on Schedule 3.18(a): (ai) Seller such leasehold or subleasehold interest is not aware of any material problems withheld subject to a written lease or sublease which is valid, the buildings, plants, improvements, structures and fixtures on the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Property; (b) to the Actual Knowledge of the Seller, since Seller has not received any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is and enforceable in accordance with its terms and neither Seller nor terms, subject to the knowledge General Enforceability Exceptions; (ii) such lease or sublease has not been assigned, modified, supplemented, amended, mortgaged or deeded in trust by the Sold Companies or the Asset Sellers, except as otherwise disclosed to the Buyer in Schedule 3.18(a); (iii) there are no existing material defaults or events of Seller, the Landlord is in breach or default, or events which with notice or lapse of time or both would constitute material defaults, thereunder on the part of the Sold Companies or the relevant Asset Seller, and none of the foregoing have been asserted in writing; the Company has no Knowledge of any material default or claimed or purported or alleged material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any such lease or sublease; (iv) the relevant Asset Seller or the Sold Companies, as applicable, enjoy peaceful and undisturbed possession in breach all material respects of the leased real property; (v) no construction, alteration or default other leasehold improvement work with respect theretoto such leased real property remains to be paid for or performed; (vi) no leasing or brokerage commissions are due or payable to any brokers or other parties in connection with a renewal or expansion of the leased premises; and (vii) to the Knowledge of the Company, all facilities leased or subleased under said lease or sublease are supplied by utilities and no conditions exist or events have occurred other services which with are adequate in all material respects for the giving operation of notice or the passage of time on both could give rise to a breach or default thereunderfacilities.

Appears in 1 contract

Samples: Asset and Stock Purchase Agreement (Harsco Corp)

Leased Properties. The only "Leases Schedule" sets forth a list of all ----------------- --------------- of the leases and subleases (the "Leases") and each leased and subleased parcel ------ of real estate used property in which the operation Seller or any of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as its Subsidiaries has a leasehold and subleasehold interest (the "Leased Properties." All Real Property"). To the knowledge of such Leased Properties are leased pursuant the -------------------- Seller (without investigating title) each of the Leases is in full force and effect and the Seller or its Subsidiary holds a valid and existing leasehold or subleasehold interest under each of the Leases. The Seller has delivered to leases the Purchaser true, correct, complete and accurate copies of each of the Leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"), and which have not been amended, modified or assignedLeases Schedule. With respect to each of the Leased Properties: (a) Seller is not aware of any material problems with, the buildings, plants, improvements, structures and fixtures Lease listed on the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Property; --------------- Leases Schedule: (bi) to the Actual Knowledge knowledge of the SellerSeller (without investigating --------------- title) the Lease is legal, since Seller has not received any notice of any special assessmentvalid, or any notice alleging violation of any applicable buildingbinding, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at its sole cost enforceable and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor ; (ii) to the knowledge of the Seller (without investigating title) the Lease will be legal, valid, binding, enforceable and in full force and effect on identical terms as of the Closing; (iii) neither the Seller nor, to the knowledge of the Seller, any other party to the Landlord Lease is in breach or default, or alleged and, to be in breach or default the knowledge of the Seller, no event has occurred which, with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage lapse of time on both could give rise to time, would constitute such a breach or default thereunderor permit termination, modification or acceleration under the Lease; (iv) no party to the Lease has repudiated any provision thereof; (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 the Purchaser; and (vii) neither the Seller nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease except for Liens to be discharged at or before Closing and Permitted Liens. Notwithstanding the foregoing, no representation or warranty is given in this Section 5.10(b) with respect to the Leases which relate to the properties being sold to the Purchaser pursuant to the Real Property Purchase Agreements.

Appears in 1 contract

Samples: Asset Purchase Agreement (Albany Ladder Co Inc)

Leased Properties. The only If BNY or any of its Affiliates is party to a lease with respect to any real estate used property that is part of the Excluded Banking Premises (which lease contains at least one unexercised renewal option), and BNY or its applicable Affiliate does not desire to renew such lease, then at least sixty (60) days prior to the last date on which such lease may be renewed, and prior to providing any written notice to the landlord under such lease that BNY or its Affiliates does not intend to renew such lease, BNY shall notify JPM in the operation writing of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as its intent (the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "LandlordsNON-RENEWAL NOTICE"), and which have not been amended, modified or assigned. With respect to each shall provide JPM with a written copy of the Leased Properties: lease all amendments and modifications thereto and all material correspondence files, together with all other documents relating to the lease as JPM may reasonably request. Within thirty (a30) Seller is not aware days of any material problems withits receipt of the Non-Renewal Notice, JPM may notify BNY that it desires to occupy such leased premises. If JPM provides such notice to BNY, then BNY or its applicable Affiliate shall renew such lease in a timely manner and, as of the buildingscommencement date of the renewal term, plants, improvements, structures and fixtures BNY shall sublet the space covered by such lease on the Leased Propertysame economic terms and for the same duration as BNY or its applicable Affiliate is leasing such space from the landlord; PROVIDED, includingHOWEVER, without limitationthat, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding if such Leased Property; (b) to the Actual Knowledge sublet would require consent of the Sellerlandlord, since Seller has not received then, then BNY or its applicable Affiliate shall be required to renew the lease and sublet the space to JPM only if it receives such consent of the landlord; PROVIDED, FURTHER, that, in such case, BNY and its applicable Affiliates shall use reasonable best efforts to obtain such consent and to permit JPM to participate in any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection discussions with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any landlord to obtain such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage of time on both could give rise to a breach or default thereunderconsent.

Appears in 1 contract

Samples: Purchase and Assumption Agreement (J P Morgan Chase & Co)

Leased Properties. The only real estate used in the operation of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"), and which have not been amended, modified or assigned. With respect to each of the Leased Properties: (a) The Seller is not aware shall use its commercially reasonable efforts, and the Purchaser shall use its commercially reasonable efforts to cooperate fully with the Seller to obtain promptly from the appropriate landlords any consents the Seller reasonably determines to be required to be obtained as a result of any material problems withthe transactions contemplated by this Agreement. The Purchaser hereby acknowledges that, in some cases, the buildingsSeller may elect to send notices to various landlords, plantsrather than requests for consents, improvementswhich notices will describe the transaction contemplated by this Agreement, structures and fixtures on some of which may seek the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that "acknowledgment" of a particular landlord to the Leased Property is in good operating condition and repair and the Seller has received transfer of a Certificate of Occupancy regarding such Leased Property;particular lease. (b) Neither the Seller nor the Purchaser shall be required to pay consideration or grant any rights, guarantee or concession to any third party to obtain any of the consents, releases, acknowledgements or approvals ("Approvals") described in this Section 5.08. (c) Anything in this Agreement to the Actual Knowledge contrary notwithstanding, this Agreement shall not constitute an agreement to transfer any contract, lease or permit or any claim, right or benefit arising thereunder or resulting therefrom if an attempted transfer thereof, without the consent of a third party thereto, would constitute a breach or other contravention thereof, be ineffective with respect to any party thereto or in any way adversely affect the rights of the Purchaser or the Seller thereunder. (d) If, on the Closing Date, any consent which is required to be obtained with respect to such Nontransferable Leases is not obtained, the Seller, together with the Purchaser's full cooperation, shall continue to use all commercially reasonable efforts to obtain such Approval. Each Nontransferable Lease shall be transferred by the relevant Music Subsidiary to the Seller or an Affiliate of the Seller, since and the Business to which such Nontransferable Leases relates shall be held for the Purchaser's benefit and shall be managed and operated by the Seller has or its Affiliates for the Purchaser's account in the manner hereinafter provided, with all gains, income, losses, Taxes or other items generated thereby to be for the Purchaser's account. Notwithstanding the foregoing, if any Nontransferable Lease cannot received any notice be managed and operated by the Seller or its Affiliates in the manner hereinafter provided (such that the Purchaser does not receive an economic benefit or loss, as the case may be, in respect of any special assessmentthe business conducted at such Nontransferable Lease, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention that is substantially equivalent to the need for any workownership thereof), repairs, construction, alteration or installation on or in connection with then (i) the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or shall pay the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) Purchaser an amount equal to the Actual Knowledge Purchase Price multiplied by a fraction, the numerator of which is the revenues of the Business conducted at the location of such Nontransferable Lease during the prior four consecutive fiscal quarter period and the denominator of which is the total revenues of the Business during the prior four consecutive fiscal quarter period and (ii) the Seller shall have no obligations whatsoever, hereunder or otherwise to the Purchaser in respect of such Nontransferable Lease, which shall remain the property of the Seller; provided, there are no leaseshowever, subleases, licenses, concessions, or other agreements the Seller shall not make any payments to the Purchaser pursuant to subclause (whether written or orali) to which Seller is a party, that grant of this sentence with respect to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the SellerSecondary Store. The Purchaser shall indemnify, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of notice or the passage of time on both could give rise to a breach or default thereunder.defend

Appears in 1 contract

Samples: Stock Purchase Agreement (Wherehouse Entertainment Inc /New/)