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Common use of Leases and Other Agreements Clause in Contracts

Leases and Other Agreements. (a) Purchaser shall assume all of Seller’s right, title and interest in and to, and shall pay and perform all liabilities and obligations as and when due under, the Facilities Leases; provided, however, that such assumption shall be conditioned on Purchaser’s successful renegotiation of the Facilities Leases to (i) amend the terms of the Store / Headquarters lease in accordance with the material terms of lease amendment attached as Exhibit G-1, which shall become effective as of the Closing Date and (ii) amend the Distribution Center lease in accordance with the material terms of lease amendment attached as Exhibit G-2, which shall become effective as of the Closing Date; provided, further, that the terms in such Facilities Leases regarding rent and real property taxes payable by the tenant shall remain in their current form for the duration of the amended terms of the respective Facilities Leases. The assumption agreement relating to such Facilities Leases shall include representations and warranties that Seller has good and valid leasehold title to the Leased Real Property, that each Facility has received all required approvals of Governmental Bodies, and regarding the suitability of the Leased Real Property and customary estoppel provisions. The parties acknowledge that such terms have been agreed to pursuant to a letter agreement between Purchaser and Bamber, LLC, dated as of the date of this Agreement. (b) Purchaser and Seller and the Affiliates of Seller who control Barrington, Inc. shall arrive at an agreement with the material terms set forth in Exhibit I designed to provide Purchaser with continued access to such products consistent with past practice (the “Barrington/LA Sax Agreement”). (c) At or prior to Closing, Seller shall pay and perform all liabilities and obligations as and when due under the LaSalle Equipment Lease, including payment of the purchase option, so as to cause the Seller to be the owner of all property subject to such lease and such assets to become Transferred Assets hereunder. Seller estimates the payoff amount as of January 31, 2007 to be $2,718,343.

Appears in 3 contracts

Samples: Asset Purchase Agreement (Guitar Center Inc), Asset Purchase Agreement (Steinway Musical Instruments Inc), Asset Purchase Agreement (Guitar Center Inc)

Leases and Other Agreements. (a) Purchaser Seller shall assume all of Seller’s rightnot, title and interest in and to, and shall pay and perform all liabilities and obligations as and when due under, the Facilities Leases; provided, however, that such assumption shall be conditioned on Purchaser’s successful renegotiation of the Facilities Leases to (i) amend the terms of the Store / Headquarters lease in accordance with the material terms of lease amendment attached as Exhibit G-1, which shall become effective as of the Closing Date and (ii) amend the Distribution Center lease in accordance with the material terms of lease amendment attached as Exhibit G-2, which shall become effective as of the Closing Date; provided, further, that the terms in such Facilities Leases regarding rent and real property taxes payable by the tenant shall remain in their current form for the duration of the amended terms of the respective Facilities Leases. The assumption agreement relating to such Facilities Leases shall include representations and warranties that Seller has good and valid leasehold title to the Leased Real Property, that each Facility has received all required approvals of Governmental Bodies, and regarding the suitability of the Leased Real Property and customary estoppel provisions. The parties acknowledge that such terms have been agreed to pursuant to a letter agreement between Purchaser and Bamber, LLC, dated as of or after the date of this Agreement. Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (l0) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) Purchaser and Seller and the Affiliates of Seller who control Barringtonproposed lessee is creditworthy as determined by Buyer in its reasonable judgment, Inc. shall arrive at an agreement with the material terms set forth in Exhibit I designed to provide Purchaser with continued access to such products consistent with past practice (the “Barrington/LA Sax Agreement”). (c) At the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or prior to Closingconstruct tenant improvements and shall assume and pay, Seller shall pay and perform all liabilities and obligations as and when due under the LaSalle Equipment Leasedue, including payment of the purchase option, so as to cause the Seller to be the owner of all property subject brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such assets lease within such ten (10) day period, then Buyer shall be deemed to become Transferred Assets have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Xxxxxxx Money Deposit, with all interest thereon, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller estimates enter into any lease with respect to the payoff amount as of January 31Property without Buyer's prior written consent, 2007 which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be $2,718,343governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty).

Appears in 1 contract

Samples: Credit Agreement (Price Reit Inc)

Leases and Other Agreements. (a) Purchaser Seller shall assume all of Seller’s rightnot, title and interest in and to, and shall pay and perform all liabilities and obligations as and when due under, the Facilities Leases; provided, however, that such assumption shall be conditioned on Purchaser’s successful renegotiation of the Facilities Leases to (i) amend the terms of the Store / Headquarters lease in accordance with the material terms of lease amendment attached as Exhibit G-1, which shall become effective as of the Closing Date and (ii) amend the Distribution Center lease in accordance with the material terms of lease amendment attached as Exhibit G-2, which shall become effective as of the Closing Date; provided, further, that the terms in such Facilities Leases regarding rent and real property taxes payable by the tenant shall remain in their current form for the duration of the amended terms of the respective Facilities Leases. The assumption agreement relating to such Facilities Leases shall include representations and warranties that Seller has good and valid leasehold title to the Leased Real Property, that each Facility has received all required approvals of Governmental Bodies, and regarding the suitability of the Leased Real Property and customary estoppel provisions. The parties acknowledge that such terms have been agreed to pursuant to a letter agreement between Purchaser and Bamber, LLC, dated as of or after the date of this Agreement. Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) Purchaser and Seller and the Affiliates of Seller who control Barringtonproposed lessee is creditworthy as determined by Buyer in its reasonable judgment, Inc. shall arrive at an agreement with the material terms set forth in Exhibit I designed to provide Purchaser with continued access to such products consistent with past practice (the “Barrington/LA Sax Agreement”). (c) At the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or prior to Closingconstruct tenant improvements and shall assume and pay, Seller shall pay and perform all liabilities and obligations as and when due under the LaSalle Equipment Leasedue, including payment of the purchase option, so as to cause the Seller to be the owner of all property subject brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such assets lease within such ten (10) day period, then Buyer shall be deemed to become Transferred Assets have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnest Money Deposit, with all interest txxxxxx, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for Buyer's obligations under Section 4.6 hereof, which shall survive such termination). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller estimates enter into any lease with respect to the payoff amount as of January 31Property without Buyer's prior written consent, 2007 which may be granted or withheld in Buyer's sole and absolute discretion. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in no event shall Seller enter into any agreement or contract with respect to the Property (other than a lease, which shall be $2,718,343governed by the foregoing provisions) which is not terminable on thirty (30) days' prior notice (without premium or penalty).

Appears in 1 contract

Samples: Purchase and Sale Agreement (Price Reit Inc)

Leases and Other Agreements. (a) Purchaser shall assume all of Seller’s right, title and interest in and to, and shall pay and perform all liabilities and obligations as and when due under, SECTION 7.1 BUYER'S APPROVAL OF NEW LEASES AND AGREEMENTS AFFECTING THE PROPERTY. Between the Facilities Leases; provided, however, that such assumption shall be conditioned on Purchaser’s successful renegotiation of the Facilities Leases to (i) amend the terms of the Store / Headquarters lease in accordance with the material terms of lease amendment attached as Exhibit G-1, which shall become effective as of the Closing Effective Date and (ii) amend the Distribution Center lease in accordance with the material terms of lease amendment attached as Exhibit G-2, which shall become effective as of the Closing Date; provided, further, that the terms in such Facilities Leases regarding rent and real property taxes payable by the tenant shall remain in their current form for the duration of the amended terms of the respective Facilities Leases. The assumption agreement relating to such Facilities Leases shall include representations and warranties that Seller has good and valid leasehold title to the Leased Real Property, that each Facility has received all required approvals of Governmental Bodies, and regarding the suitability of the Leased Real Property and customary estoppel provisions. The parties acknowledge that such terms have been agreed to pursuant to a letter agreement between Purchaser and Bamber, LLC, dated as of the date of this Agreement. (b) Purchaser and Seller and the Affiliates of Seller who control Barrington, Inc. shall arrive at an agreement with the material terms set forth in Exhibit I designed to provide Purchaser with continued access to such products consistent with past practice (the “Barrington/LA Sax Agreement”). (c) At or prior to Closing, Seller shall pay continue to have the right to lease the Property in the same manner as before the making of this Agreement, the same as though Seller were retaining the Property, provided that Seller shall not enter into any new Lease or other agreement affecting the Property, or modify or terminate any existing Lease or other agreement affecting the Property, which will be binding on the Property after Closing, except as permitted or required under any Lease and perform all liabilities and obligations as and when due under the LaSalle Equipment Lease, including except for other agreements which are terminable on no more than thirty (30) days' notice without payment of any penalty or fee or other cost to Seller, without first obtaining Buyer's approval of the purchase optionproposed action, so which approval will not be unreasonably withheld, conditioned or delayed. In such case, Buyer shall specify in detail the reasons for its disapproval of any such proposed action. If Buyer fails to give Seller notice of its approval or disapproval of any such proposed action requiring its approval under this Section 7.1 within three (3) business days after Seller notifies Buyer of Seller's desire to take such action, then Buyer shall be deemed to have given its approval. Notwithstanding anything set forth herein to the contrary: (a) Buyer hereby approves the leasing transactions described in SCHEDULE 3 attached hereto, (b) Buyer agrees that Seller may execute leases with such prospective tenants on terms consistent with those described in SCHEDULE 3 in all material respects, and (c) Seller shall pay the Leasing Costs (as defined below) incurred to cause facilitate such leasing transactions if such leases are executed and delivered by Seller prior to Closing; if Seller has not paid such Leasing Costs by Closing, Seller shall credit Buyer with the estimated Leasing Costs for such leases remaining unpaid as of Closing, regardless of whether such leases have been executed. Any new Lease or other agreement or amendment shall be on Seller's standard forms for such documents with such revisions negotiated by Seller in good faith and consistent with the economic terms approved by Buyer. Buyer agrees to cooperate with Seller in enabling Seller to be the owner of all property subject to complete any such lease and such assets to become Transferred Assets hereunder. Seller estimates the payoff amount as of January 31, 2007 to be $2,718,343proposed transaction requiring Buyer's approval.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Behringer Harvard Reit I Inc)

Leases and Other Agreements. (a) Purchaser Seller shall assume all of Seller’s rightnot, title and interest in and to, and shall pay and perform all liabilities and obligations as and when due under, the Facilities Leases; provided, however, that such assumption shall be conditioned on Purchaser’s successful renegotiation of the Facilities Leases to (i) amend the terms of the Store / Headquarters lease in accordance with the material terms of lease amendment attached as Exhibit G-1, which shall become effective as of the Closing Date and (ii) amend the Distribution Center lease in accordance with the material terms of lease amendment attached as Exhibit G-2, which shall become effective as of the Closing Date; provided, further, that the terms in such Facilities Leases regarding rent and real property taxes payable by the tenant shall remain in their current form for the duration of the amended terms of the respective Facilities Leases. The assumption agreement relating to such Facilities Leases shall include representations and warranties that Seller has good and valid leasehold title to the Leased Real Property, that each Facility has received all required approvals of Governmental Bodies, and regarding the suitability of the Leased Real Property and customary estoppel provisions. The parties acknowledge that such terms have been agreed to pursuant to a letter agreement between Purchaser and Bamber, LLC, dated as of or after the date of this Agreement. Agreement and on or prior to the Closing Date, enter into any Lease pertaining to the Property except pursuant to the terms and conditions set forth in this Section 9.2. At any time prior to the Closing Date, in the event that Seller intends to enter into a lease with respect to any portion of the Property, Seller shall deliver to Buyer a complete copy of the proposed lease, financial information as to the proposed lessee (with credit reports), and copies of all brokerage agreements (or a detailed list of all brokerage obligations) with respect to such lease. Buyer shall review and approve or disapprove of such lease within ten (10) days after the receipt of all of the foregoing materials. If all such materials are delivered to Buyer on or prior to ten (10) days prior to conclusion of the Review Period, and if (a) such lease (and any brokerage commissions with respect thereto) was negotiated by Seller in good faith and is on market terms, (b) Purchaser and Seller and the Affiliates of Seller who control Barringtonproposed lessee is creditworthy as determined by Buyer in its reasonable judgment, Inc. shall arrive at an agreement with the material terms set forth in Exhibit I designed to provide Purchaser with continued access to such products consistent with past practice (the “Barrington/LA Sax Agreement”). (c) At the proposed use of the premises under such Lease is compatible with the other uses in the Property and is not inconsistent with the general leasing policies of Buyer, as determined by Buyer in its reasonable judgment, and (d) the terms and conditions of such Lease and any brokerage commissions payable with respect thereto are otherwise acceptable to Buyer in its reasonable discretion, then Buyer shall approve such lease and if and when the Closing occurs, Buyer shall assume all obligations under such lease to pay for or prior to Closingconstruct tenant improvements and shall assume and pay, Seller shall pay and perform all liabilities and obligations as and when due under the LaSalle Equipment Leasedue, including payment of the purchase option, so as to cause the Seller to be the owner of all property subject brokerage commissions with respect to such lease which commissions were disclosed to and approved by Buyer. In the event that Buyer does not affirmatively approve in writing such assets lease within such ten (10) day period, then Buyer shall be deemed to become Transferred Assets have disapproved such lease and as long as this Agreement remains effective Seller shall not enter into such lease. Seller's sole remedy with respect to any such disapproval shall be to terminate this Agreement, by written notice to Buyer not later than five (5) days later the expiration of such ten (10) day period, in which case the Earnxxx Xxxey Deposit, with all interest thereon, shall be refunded to Buyer and this Agreement, and each party's obligations hereunder, shall terminate (except for such rights and obligations that, by the express terms hereof, survive any termination of this Agreement). Notwithstanding the foregoing, after the conclusion of the Review Period, in no event shall Seller estimates enter into any lease with respect to the payoff amount as of January 31Property without Buyer's prior written consent, 2007 to which will not be $2,718,343.unreasonably withheld or delayed. After the date hereof, without Buyer's prior written consent (which will not be unreasonably withheld) in

Appears in 1 contract

Samples: Purchase and Sale Agreement (Price Reit Inc)