Common use of Leasehold Properties Clause in Contracts

Leasehold Properties. 8.3.1 Where any of the Properties is leasehold, particulars of each lease vested in a Group Company are set out in PART 2 of SCHEDULE 3 and in relation to each such lease:- (a) the landlord and all superior landlords had good title to grant the lease and any superior leases respectively and all abstracts and epitomes of all superior titles have been placed with the title deeds to the Property to which the lease relates; (b) any consent necessary for the grant of the lease has been obtained and a copy of the consent is with the title deeds to the Property to which the lease relates; (c) where the current annual rent is not the same as the annual rent originally reserved in the lease, evidence of its agreement or determination has been placed with the documents of title and no rent reviews are or should be currently under negotiation or the subject of a reference to an expert or arbitrator or the Courts; (d) the receipt for the payment of rent which fell due immediately prior to the date hereof is unqualified; (e) no notices of breaches of any covenants or conditions contained in the lease have been given or received on the part of either the landlord or the relevant Group Company and the landlord has not refused to accept rent or made any complaint of breach of covenant; (f) no alterations, improvements or additions have been made to the Property to which the lease relates since the grant of the lease or in respect of all such alterations, improvements or additions made all necessary consents and approvals have first been obtained where required; (g) sections 24 to 28, Landlord and Xxxxxx Xxx 0000 have not been excluded; and (h) no surety has been released either expressly or by implication.

Appears in 1 contract

Samples: Umbrella Agreement (Cooper Companies Inc)

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Leasehold Properties. 8.3.1 Where any the interest of the Properties Company in any UK Property is leasehold, particulars of each lease vested leasehold the requisite details have been completed in a Group Company are set out in PART Part 2 of SCHEDULE Schedule 3 and in relation to each such lease:-and: (a) 12.5.1 the title of the landlord and all superior landlords had good title has been investigated and found to grant the lease be satisfactory and any superior leases respectively and all abstracts and epitomes of all superior titles have been placed with the title deeds to the Property to which the lease relates; (b) any consent necessary for the grant of the lease has been under which the Company holds its interest in the UK Property (the "Lease") and during the continuance of the Lease was duly obtained and a copy of the consent is with the title deeds to the Property to which the lease relates; (c) where the current annual rent is not the same as the annual rent originally reserved in the lease, evidence of its agreement or determination has been placed with the documents of title and the receipt for the payment of rent which fell due immediately prior to the date of this Agreement is unqualified; 12.5.2 each Lease is valid and in full force the Company has paid the rent and there are no material subsisting breaches nor any material non-observance of any covenant, condition or agreement contained in the Lease on the part of either the relevant landlord or the Company and no landlord has refused to accept rent or made any complaint or objection nor so far as the Vendor is aware are there any circumstances which would entitle any landlord or other person to exercise any power of entry or take possession of the UK Properties; 12.5.3 so far as the Vendor is aware there are no restrictions in the Lease which prevent the UK Property being used now or in the future for the present use; 12.5.4 so far as the Vendor is aware no alterations have been made to the UK Property at the expense of the Company without all necessary consents and approvals and all such alterations to the UK Property are to be disregarded on rent reviews; 12.5.5 ss.24 to 28 (inclusive) Landlord and Xxxxxx Xxx 0000 have not been excluded in relation to the tenancy created by the Lease; 12.5.6 all steps in rent reviews have been duly taken and no rent reviews are or should be currently under negotiation or the subject of a reference to an any expert or arbitrator or of the Courts; (d) 12.5.7 where the receipt for Lease was granted on or after 1st January 1996, the payment landlord is permitted to require the tenant to enter into an authorised guarantee agreement as a condition of rent which fell due immediately prior to a permitted assignment but no other onerous conditions are included in the date hereof is unqualifiedalienation provision; (e) no notices 12.5.8 complete and accurate details of breaches the terms of any covenants or conditions each Lease are contained in the lease have been given or received on the part of either the landlord or the relevant Group Company and the landlord has not refused to accept rent or made any complaint of breach of covenant; (f) no alterations, improvements or additions have been made to the Property to which the lease relates since the grant of the lease or in respect of all such alterations, improvements or additions made all necessary consents and approvals have first been obtained where required; (g) sections 24 to 28, Landlord and Xxxxxx Xxx 0000 have not been excluded; and (h) no surety has been released either expressly or by implication.Disclosure Letter

Appears in 1 contract

Samples: Share Purchase Agreement (Chyron Corp)

Leasehold Properties. 8.3.1 Where any the interest of the Properties Company in any Property is leaseholdleasehold the details of the date, particulars of each lease vested parties, premises and term have been completed in a Group Company are set out in PART 2 of SCHEDULE 3 and in relation to each such lease:-the Fifth Schedule and:- (a) The Company has paid the landlord rent and all superior landlords had good title to grant the lease and any superior leases respectively and all abstracts and epitomes of all superior titles have been placed with the title deeds to the Property to which the lease relates;last demands for rent (or receipts if issued) were unqualified. (b) So far as the Warrantors are aware, there are no material subsisting breaches of any consent necessary for covenant or condition contained in the grant Lease on the part of either the lease relevant landlord or the Company and no landlord has been obtained and a copy of the consent is with the title deeds refused to the Property to which the lease relatesaccept rent or made any complaint or objection; (c) where (UK Property only) no structural alterations have been made to the current annual rent is not exterior of the same as Property at the annual rent originally reserved expense of the Company without landlord's consents and approvals and all other alterations to the Property have been made in the lease, evidence of its agreement or determination has been placed accordance with the documents terms of title the relevant Lease and with all necessary consents and approvals and do not have to be reinstated at the expiry of the term. (d) (UK Property only) all steps in rent reviews have been duly taken and no rent reviews are or should be currently under negotiation or the subject of a reference to an any expert or arbitrator or of the Courts; (de) (UK Property only) the receipt for Lease does not contain a covenant which requires the payment tenant to offer to surrender the same before or as a pre- condition of rent which fell due immediately prior an assignment or underletting nor does it contain requirements to be satisfied on a change of ownership of the date hereof is unqualified; (e) no notices share capital or control of breaches of any covenants or conditions contained in the lease have been given or received on the part of either the landlord or the relevant Group Company and the landlord has not refused to accept rent or made any complaint of breach of covenanttenant; (f) no alterations, improvements or additions (US Property only) a full and complete lease together with all amendments thereto and any related documents have been made supplied to the Property to which the lease relates since the grant of the lease or in respect of all such alterations, improvements or additions made all necessary consents Purchaser and approvals have first been obtained where required; (g) sections 24 to 28, Landlord and Xxxxxx Xxx 0000 have not been excluded; and (h) no surety has been released either expressly or by implicationWAM!NET.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Wam Net Inc)

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Leasehold Properties. 8.3.1 Where any the interest of the Properties is leasehold, particulars of each lease vested in a PMD Group Company are set out or the relevant member of the Seller’s Group in PART 2 of SCHEDULE 3 any Property is leasehold (including without limitation occupational leases) true and in relation to each such lease:- (a) the landlord and all superior landlords had good title to grant the lease and any superior leases respectively and all abstracts and epitomes of all superior titles accurate details have been placed with completed in the title deeds to the Property to which the lease relates;schedule headed “Properties” and other than as reflected in that schedule: (b) 12.5.1 any consent necessary for the grant of the lease has been obtained and a copy under which the PMD Group Company or the relevant member of the consent is with the title deeds to Seller’s Group holds its interest in the Property to which (the lease relatesLease) was duly obtained; (c) where the current annual rent 12.5.2 there is not the same as the annual rent originally reserved in the leaseno material subsisting breach, evidence of its agreement or determination has been placed with the documents of title and no rent reviews are or should be currently under negotiation or the subject of a reference to an expert or arbitrator or the Courts; (d) the receipt for the payment of rent which fell due immediately prior to the date hereof is unqualified; (e) no notices of breaches nor any material non-observance of any covenants covenant, condition or conditions agreement contained in the lease have been given or received Lease on the part of either the relevant landlord or the relevant PMD Group Company and or the landlord has relevant member of the Seller’s Group; 12.5.3 there are no restrictions in the Lease which prevent the Property being used now or in the future for the present use; 12.5.4 the Lease is not refused subject to accept any rights of early termination except for non-payment of rent or made any complaint of breach of covenantcovenant by the tenant; (f) 12.5.5 no alterations, improvements or additions alterations have been made to the Property to which at the lease relates since the grant expense of the lease PMD Group Company or in respect the relevant member of all such alterations, improvements or additions made the Seller’s Group without all necessary consents and approvals have first been obtained where requiredapprovals; 12.5.6 the tenant can, subject to applicable local legislation, assign or underlet the whole of the Property subject only to obtaining the landlord’s consent (g) sections 24 such consent not to 28, Landlord be unreasonably withheld); 12.5.7 as at the date of this agreement all steps in rent reviews have been duly taken and Xxxxxx Xxx 0000 have not been excludedno rent reviews are outstanding; and 12.5.8 the Lease does not contain any unusual or objectionable covenants or agreements (hincluding without prejudice to the foregoing any rent review provisions which are not in accordance with standard market practice in the relevant jurisdiction) no surety has been released either expressly or by implicationhaving regard to the use to which the Property is currently put.

Appears in 1 contract

Samples: Sale and Purchase Agreement (Buhrmann Nv)

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