Leases and Leased Property. (a) Neither Silvermex nor any Silvermex Subsidiary is a party to or bound by or subject to nor has Silvermex or any Silvermex Subsidiary agreed or become bound to enter into, any real or personal property lease, sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the Leases set forth and described in Schedule 3.1.21 of the Silvermex Disclosure Letter, copies of which have been provided to First Majestic prior to the date hereof. Silvermex or the Silvermex Subsidiaries, as applicable, occupies and has the exclusive right to occupy and use all immovable Leased Property and has the exclusive right to use all movable Leased Property.
(b) Each of the Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by Silvermex or any Silvermex Subsidiary as lessee or sublessee and due and payable pursuant to the Leases have been duly paid to date and neither Silvermex nor any Silvermex Subsidiary is otherwise in default in meeting its obligations under any of the Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by Silvermex or any Silvermex Subsidiary or, to the knowledge of Silvermex, any other party to any Lease and no party to any Lease is claiming any such default or taking any action purportedly based upon any such default.
Leases and Leased Property. Each Lease reported to Agent and Lenders as an Eligible Lease and the Leased Property associated therewith shall, at all times when such Leases are included in the Borrowing Base calculation, be in compliance with all of the following representations:
(a) Each Lease is in substantially the same form as that attached as Exhibit 5.17 hereto or has been otherwise approved by Agent in its reasonable discretion and is genuine, based on contracts that are enforceable in accordance with its terms against the Lessee and the Leased Property named and referenced therein, constitutes the entire agreement for the leasing of the Leased Property thereby covered, has not been altered or amended, except as set forth in the related schedules, and Borrower's Books and Records relating thereto are accurate, complete and genuine;
(b) The sole original of each Lease has been delivered to Agent, and all other counterparts of each Lease shall contain a legend stating that the Lease has been assigned to First Union National Bank, As Agent, pursuant to that certain Amended and Restated Loan and Security Agreement dated September 30, 1998, or contain similar language specifying that such counterpart is not an original for "chattel paper" purposes under the UCC;
(c) Where the Lease consists of a Master Lease Agreement and specific schedules which describe the terms of any specific items to be leased pursuant to such schedule, the sole original schedule shall constitute the sole original Lease, provided that the terms of the Master Lease Agreement and the schedule make it clear that the sole original schedule is a separate lease for "Chattel Paper" purposes under the UCC and that possession of such schedule constitutes possession of "Chattel Paper" under the UCC;
(d) Except as otherwise consented to by Agent in writing, the aggregate amount of Leases with the same Lessee (or its Affiliates) is not in excess of $250,000;
(e) The original amount and unpaid balance of each Lease shown on Borrower's Books and Records and on any statement or schedule delivered to Agent in connection therewith is the true and correct amount actually owed to Borrower, no portion of which, except as specifically provided for in the Lease, has been prepaid;
(f) The amount due under each Lease is not subject to, and the terms of the Lease provide that the Lessee may not assert, any claim or reduction, counterclaim, setoff, recoupment, or any other claim, allowance or adjustment and no Lease has been re-negotia...
Leases and Leased Property. Section 3.4(b) of the Disclosure Schedule sets forth a list of all leases and subleases of real property under which a Subsidiary is lessee or sublessee of any real property owned by any other person; and, except as set forth in Section 3.4(b) of the Disclosure Schedule, no Subsidiary has assigned any Lease to any other person. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all Leases are in full force and effect and constitute the legal, valid and binding obligations of the Subsidiaries that are the lessees thereunder and, to the knowledge of Sellers, the other parties thereto. Except as set forth in Section 3.4(b) of the Disclosure Schedule, all rent and other payments due under the Leases have been paid and there are no existing material defaults with respect to any Lease (or events or conditions which, with notice or lapse of time or both, would constitute a material default) of any Subsidiary that is a lessee thereunder. To the knowledge of Sellers, except as set forth in Section 3.4(b) of the Disclosure Schedule, there are no existing material defaults of any of the other parties thereto (or events or conditions which, with notice or lapse of time or both, would constitute a material default). Except as set forth in Section 3.4(b) of the Disclosure Schedule, each Subsidiary that is the lessee thereunder has the right to quiet enjoyment of each Leased Property for the full term of the related Lease, and the leasehold or other interest of the Subsidiary in the Leased Property is not subject or subordinate to any Encumbrance except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances. Complete and correct copies of all Leases, together with any existing title opinions, surveys and appraisals in the possession of any member of the Seller Group or any policies of title insurance currently in force and in the possession of any member of the Seller Group with respect to each parcel of Leased Property, have heretofore been delivered to Buyers by Sellers.
Leases and Leased Property. (a) No Purchaser Entity is a party to, or under any agreement to become a party to, any real property lease other than the Purchaser Leases, true, correct and complete copies of which have been provided to the IsoCanMed Shareholders. Each Purchaser Lease is in good standing, creates a good and valid leasehold estate in favour of the Purchaser Entities in the Purchaser Leased Properties thereby demised and is in full force and effect without amendment, except as set out in Section 3.26(a) of the Purchaser Disclosure Letter. With respect to each Purchaser Lease pursuant to which a Purchaser Entity is tenant (i) all base rents and additional rents have been paid, (ii) no waiver, indulgence or postponement of exists no event of default or event, occurrence, condition or act which, with the giving of notice, the passage of time or the happening of any other event or circumstance, would become a default under the Purchaser Lease or give rise to a right of amendment, cancellation or termination of the Purchaser Lease or restrict the ability of the Purchaser Entities to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein and (iv) to the knowledge of the Purchaser, all of the covenants to be performed by any party (other than the Purchaser Entities) under the Purchaser Lease have been fully performed in all material respects. Section 3.26(a) of the Purchaser Disclosure Letter contains a list of all of the Purchaser Leases setting out, in respect of each Purchaser Lease, the identity of the lessor and the lessee, a description of the leased premises (by municipal address and proper legal description), the term of the Purchaser Lease, the rental payments under the Purchaser Lease (specifying any breakdown of base rent and additional rents), any rights of renewal and the term thereof, and any restrictions on assignment.
(b) The Purchaser Entities have adequate rights of ingress and egress to, from and over the Purchaser Leased Properties for the operation of their business in the Ordinary Course. To the knowledge of the Purchaser, there is no plan, study, notice of intent or pending by- law which, if implemented, would materially and adversely affect the ability of the Purchaser Entities to carry on their business in the Ordinary Course.
Leases and Leased Property. (a) Neither Sonus nor SonusSub is a party to or bound by or subject to nor has Sonus or SonusSub agreed or become bound to enter into, any real or personal property lease, sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the Sonus Leases described in Section 3.2.22 of the Sonus Disclosure Schedule, copies of which have been provided to OncoGenex prior to the date hereof. Sonus or SonusSub occupies and has the exclusive right to occupy and use all immovable Sonus Leased Property and has the exclusive right to use all movable Sonus Leased Property.
(b) Each of the Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by Sonus or SonusSub as lessee or sublessee and due and payable pursuant to each of the Sonus Leases have been duly paid to date and neither Sonus nor SonusSub is otherwise in default in meeting its obligations under any of the Sonus Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by Sonus or SonusSub or, to the knowledge of Sonus, any other party to any of the Sonus Leases and no party to any of the Sonus Leases is claiming any such default or taking any action purportedly based upon any such default. The completion of the transactions contemplated herein will not, subject to obtaining any required consents set out in Section 3.2.22 of the Sonus Disclosure Schedule, afford any of the parties to any of the Sonus Leases or any other Person the right to terminate any of the Sonus Leases nor will the completion of the transactions contemplated herein result in any additional or more onerous obligation on Sonus or SonusSub under any of the Sonus Leases.
Leases and Leased Property. 5.17.1 Section 5.17 of the Disclosure Schedule provides a complete and accurate list of all of the Leases. True and complete copies of all of the Leases, including any amendments to those Leases, have been made available to the Purchaser for inspection.
5.17.2 The Leases are valid and subsisting in full force and effect and in good standing with no amendments except as disclosed in Section 5.17 of the Disclosure Schedule, and the Company or a subsidiary, as the case may be, is entitled to the full benefit and advantage of each Leases in accordance with its terms. Except as disclosed in Section 5.17 of the Disclosure Schedule, there are no current or pending negotiations with respect to the renewal, surrender, repudiation or amendment of any of the Leases listed in Section 5.17 of the Disclosure Schedule.
5.17.3 All payments required to be made by the Company or its subsidiaries under the Leases have been paid, there are no outstanding defaults or violations under any of those Leases on the part of the Company or its subsidiaries or, to the Knowledge of the Company, on the part of any other party to any of those Leases, there are no disputes between the Company and any other party to any of those Leases, and the Company has not sublet, assigned, licensed or otherwise conveyed any rights in the Leases or the Leased Property to any other Person.
Leases and Leased Property. Section 3.1(n) of the Disclosure Letter lists all real property leases to which E&C or one of its Subsidiaries is a party (a “Lease”). Each Lease has been validly executed and delivered by the tenant and is unmodified except as set forth in Section 3.1(n) of the Disclosure Letter and is in full force and effect. Each Lease represents the entire agreement between the landlord and the tenant in respect of the leased premises. E&C and its Subsidiaries are not in default of any of their material obligations under any Lease, and other than the consents set out in Section 3.1(c) of the Disclosure Letter there exists no event, occurrence, condition or act which, with the giving of notice, the passage of time or the happening of any other event or circumstance, would become a default under the Lease or give rise to a right of cancellation or termination of the Lease or the inability of the tenant to exercise any of its rights as lessee thereunder, including any rights of renewal or first rights of refusal contained therein, which, in each case, would individually or in the aggregate have a Material Adverse Effect on E&C. There is no outstanding material dispute between E&C, its Subsidiaries and the landlord in respect of any Lease.
Leases and Leased Property. (a) Neither Orko nor any Orko Subsidiary is a party to or bound by or subject to nor has Orko or any Orko Subsidiary agreed or become bound to enter into, any lease or sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the Leases set forth and described in Schedule 3.1.21 of the Orko Disclosure Letter, copies of which have been provided to Coeur prior to the date hereof. Orko or the Orko Subsidiaries, as applicable, occupies and has the exclusive right to occupy and use all immovable Leased Property and has the exclusive right to use all movable Leased Property.
(b) Each of the Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by Orko or any Orko Subsidiary as lessee or sublessee and due and payable pursuant to the Leases have been duly paid to date and neither Orko nor any Orko Subsidiary is otherwise in default in meeting its obligations under any of the Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by Orko or any Orko Subsidiary or, to the knowledge of Orko, any other party to any Lease and no party to any Lease is claiming any such default or taking any action purportedly based upon any such default.
Leases and Leased Property. (a) Schedule 3.1.24 is a complete and accurate list of all of the Leases to which the Company is a party. True and complete copies of all of the Leases have been made available to Parent.
(b) To the knowledge of the Company, the Leases are in full force and effect. There are no current or pending negotiations with respect to the renewal, surrender, termination or amendment of any of the Leases.
(c) All payments required to be made by the Company under the Leases prior to the date hereof have been paid. There are no outstanding defaults or violations under any of those Leases on the part of the Company or, to the knowledge of the Company, on the part of any other party to any of those Leases. To the knowledge of the Company, there are no disputes between the Company and any other party to any of those Leases. Except as set forth on Schedule 3.1.24, the Company has not sublet, assigned, licensed or otherwise conveyed any rights in the Leases or the Leased Property to any other Person.
Leases and Leased Property. (a) Target is not a party to or bound by or subject to nor has Target agreed or become bound to enter into, any real or personal property lease, sublease or other right of occupancy relating to real property, whether as lessor or lessee, except for the Leases described in Section 3.1.23 of the Target Disclosure Schedule, copies of which have been provided to Purchaser prior to the date hereof. Target occupies and has the exclusive right to occupy and use all immovable Leased Property and has the exclusive right to use all movable Leased Property.
(b) Each of the Leases is valid and subsisting and in good standing, all rental and other payments required to be paid by Target as lessee or sublessee and due and payable pursuant to each of the Leases have been duly paid to date and Target is not otherwise in default in meeting its obligations under any of the Leases and is entitled to all rights and benefits thereunder. No event exists which, but for the passing of time or the giving of notice, or both, would constitute a default by Target or, to the knowledge of Target, any other party to any of the Leases and no party to any of the Leases is claiming any such default or taking any action purportedly based upon any such default. The completion of the transactions contemplated herein will not, subject to obtaining any required consents set out in Section 3.1.23 of the Target Disclosure Schedule, afford any of the parties to any of the Leases or any other Person the right to terminate any of the Leases nor will the completion of the transactions contemplated herein result in any additional or more onerous obligation on Target under any of the Leases.
