Leases of Real and Personal Property Sample Clauses

Leases of Real and Personal Property. A true, correct, and complete list and brief description of all leases of real property, and leases of any personal property, to which each Seller is a party, either as lessor or lessee, are set forth in Schedule 6.09 hereto. All such leases are valid and effective in accordance with their respective terms. Except as set forth in Schedule 6.09, the continuation, validity, and effectiveness of each such lease will in no way be affected by this Agreement or the transactions contemplated
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Leases of Real and Personal Property. A true, correct, and complete list of all leases of real property, and leases of any personal property, to which PLAN is a party, either as lessor or lessee, is set forth in Schedule 5.06 hereto, except that leases cancelable on not more than 120 days notice or without penalty or not involving more than $2,500 annual rent (except to the extent the aggregate rent under all such leases through the date of earliest termination exceeds $10,000) may be excluded therefrom. All such leases are valid and effective in accordance with their respective terms. Seller has furnished to Buyer complete and correct copies of each such lease.
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Leases of Real and Personal Property. The Seller is not a party to or bound by any leases or agreements in the nature of leases or any interest therein, either as lessor or lessee, or agreements to enter into such leases, other than the Leases referred to in Schedule 3.1(h) (in which is specified the parties, their dates of execution and expiration dates, any options to renew, the location of any leased lands, chattels or premises and the rental payments thereunder) and all interests held by the Seller as lessor or lessee under such Leases are free and clear of any and all mortgages, security interests, charges, adverse claims, rights, pledges, demands, liens, title retention agreements and other Encumbrances of any nature or kind whatsoever. All rental and other payments required to be paid by or to the Seller pursuant to such Leases have been duly paid and the Seller is not otherwise in default in meeting its obligations under any such Leases. There does not exist under any such Leases any right of offset or any adverse claim. There are no events or circumstances which could give rise to such parties claiming default by the Seller under such Leases other than may occur by virtue of the consummation of the transaction contemplated hereunder, insofar as consent to the assignment of the Lease of the Seller's Albertson, New York premises is required.
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Leases of Real and Personal Property. The Seller has heretofore delivered to the Purchaser true, correct and complete copies of the Lease and all leases for all Acquired Assets designated on Schedule 1.1 (the "Leased Assets") as being leased. All covenants and other restrictions to be performed under any of such leases have been and are being properly performed and observed and no notice of violation (or claimed violation) thereof has been threatened, received or given. The Leased Assets will be assigned to the Purchaser at Closing.
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Leases of Real and Personal Property. The Vendor is not a party to or bound by any Leases or agreements in the nature of Leases or any interest therein, either as lessor or lessee, or agreements to enter into such Leases, other than those Leases referred to in Schedule 4.1(o) (in which is specified the parties, their dates of execution and expiry dates, any options to renew, the location of any leased lands, chattels or premises and the rental payments thereunder) and all interests held by the Vendor as lessor or lessee under such Leases are free and clear of any and all Liens except for the security interest held by the Vendor’s bank over all of its assets, which will be released prior to Closing in respect of the Purchased Assets. All rental and other payments required to be paid by or to the Vendor pursuant to such Leases have been duly paid and the Vendor is not otherwise in default in meeting its obligations under any such Leases nor has the Vendor received any notice of default or termination under such Leases. There does not exist under any such Leases any right of offset or any adverse Claim. To the Knowledge of the Vendor, there are no events or circumstances which could give rise to any party claiming default by the Vendor under such Leases. No consent of any parties to such Leases (other than the Vendor) is required by reason of the transactions contemplated hereby except as specified in Schedule 4.1(o) nor will such transactions impose any more onerous obligations on the Vendor under such Leases. The Vendor has not received any written notice of any non-compliance with any Applicable Law from any Governmental Authority which has not been complied with to date to such Governmental Authority’s satisfaction in connection with any of the Leased Real Property nor has the Vendor received any written notice advising of any defects in the construction, state of repair or state of completion of the Leased Real Property or directing that any alteration, repair, improvement or other work be done with respect thereto or relating to any non-compliance of any building permit, building or land use by-law. The Vendor has not given notice of default to any Landlord and, to the Knowledge of the Vendor, each of the landlords of each of the Leased Real Property is in compliance with its obligations under the Leases
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Leases of Real and Personal Property. The Vendor is a party to the Leases referred to in Schedule 3.1(l) (in which is specified the parties, the date of execution and expiry date, any option to renew, the location of the leased lands, chattels or premises and the rental payments thereunder) and all interests held by the Vendor as lessee under such Leases are free and clear of any and all mortgages, security interests, charges, adverse claims, rights, pledges, demands, liens, title retention agreements and other encumbrances of any nature or kind whatsoever. Except for the Surcharge, all rental and other payments required to be paid by the Vendor pursuant to such Leases have been duly paid and the Vendor is not otherwise in default in meeting its obligations under any such Leases. There does not exist under any such Leases any right of offset or any adverse claim and the completion of the transactions contemplated by this Agreement will not afford any of the parties thereto (other than the Vendor) the right to terminate such Leases. There are no events or circumstances which could give rise to such parties claiming default by the Vendor under such Leases except as specified in Schedule 3.1(l). No consent of any parties to such Leases (other than the Vendor) is required by reason of the transactions contemplated hereby except as specified in Schedule 3.1(l) nor will such transactions impose any more onerous obligations on the Purchaser under such Leases.
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Leases of Real and Personal Property i) Seller has delivered a true and complete copy of the leases for the Topsville Office and JGSL Office (including all riders, exhibits and amendments) to Buyer. If and when the originals of said documents are discovered by Seller, they will promptly be delivered to Buyer. To the extent, if any, that consent of any of the landlords of those leases is required for the continuation of those lease after the sale of the Shares, such consent has been obtained by Seller, copies thereof are annexed as SCHEDULE 4.4, and the originals thereof will be delivered to Buyer at or before Closing. ii) Annexed as SCHEDULE 4.5 is a complete and accurate list of all Leased Property. Annexed as SCHEDULE 4.6 is a complete and accurate list of all JGSL Leased Property. Seller has delivered a true and complete copy of all leases for the Leased Property and JGSL Leased Property (including all riders, exhibits and amendments) to Buyer. If and when the originals of said documents are discovered by Seller, they will promptly be delivered to Buyer. iii) Topsville and JGSL have made all payments required under the aforesaid real and personal property leases which accrued at or prior to Closing and, to Seller's Knowledge, there is no default under any of those leases. iv) Except as set forth in SCHEDULE 4.11, and except for personal effects of other employees of Topsville and JGSL who work at the Topsville Office and JGSL Office, upon Closing, and subject only to the terms of any leases identified in SCHEDULE 4.5 and SCHEDULE 4.6, any and all items located at those offices will be subject to disposition as directed by Buyer in its sole discretion.
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Leases of Real and Personal Property. (a) The Disclosure Letter sets forth a list of (i) all leases pursuant to which Wireless Domain leases, as lessee, real property; (ii) all leases pursuant to which Wireless Domain leases, as lessor, real property; and (iii) all leases pursuant to which Wireless Domain leases, as lessee, personal property for use in its business.
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Leases of Real and Personal Property. Schedule 1.1(b) sets forth a complete and correct description of all leases of real or personal property of which Seller is the lessee or the sublessee. Except as described in Schedule 2.8, each lease is valid and subsisting and no event or condition exists that constitutes, or after notice or lapse of time or both would constitute, a default thereunder that could reasonably be expected to result in the loss of quiet enjoyment by Seller of the real or personal property that is the subject of the lease.
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Related to Leases of Real and Personal Property

  • Real and Personal Property (a) Neither the Company nor any of its Subsidiaries own any real property or any interest in real property. Except for the Company Leased Real Property, there is no material real property used or intended to be used by the Company or any of its Subsidiaries in, or otherwise related to, the operation of the Company or any of its Subsidiaries. (b) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, the Company and its Subsidiaries (as applicable) have good and valid title to, or valid leasehold interests in, all of their respective properties and assets, free and clear of all Liens, except for Permitted Liens. (c) Section 3.16(c) of the Company Disclosure Letter sets forth a list of all material Company Leases. A true, correct and complete copy of each material Company Lease has been made available to Parent. Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, (i) each material Company Lease is a valid and binding obligation of the Company or any of its Subsidiaries that is a party thereto, as applicable, and to the Knowledge of the Company, the other parties thereto, enforceable in accordance with its terms (provided that (I) such enforcement may be subject to applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or other similar Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (II) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any Proceeding therefor may be brought), (ii) none of the Company or any of its Subsidiaries is in breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under the terms of, and none has taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any material Company Lease, and (iii) as of the date of this Agreement, to the Knowledge of the Company, no other party to any material Company Lease is in breach of or default (or, with the giving of notice or lapse of time or both, would be in default) under the terms of, and none has taken any action resulting in the termination of, acceleration of performance required by, or resulting in a right of termination or acceleration under, any material Company Lease. (d) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, (i) the Company and its Subsidiaries (as applicable) have exclusive and peaceful possession of all Company Leased Real Property, (ii) no Person, other than the Company or a Subsidiary of the Company, leases, subleases, licenses, possesses, uses or occupies all or any portion of the Company Leased Real Property, and (iii) there are no outstanding options, rights of first refusals, rights of first offer or other third-party rights to purchase, use, occupy, sell, assign or dispose of the Company Leased Real Property or any interest therein. (e) Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, materially adverse to the Company and its Subsidiaries, taken as a whole, as of the date hereof, there are no pending or, to the Knowledge of the Company, threatened Proceedings to take all or any portion of the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in lieu thereof.

  • Fixtures and Personal Property All machinery, equipment, fixtures (including, but not limited to all heating, air conditioning, plumbing, lighting, communications and elevator fixtures) and other property of every kind and nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land or the Improvements, or appurtenant thereto, and used in connection with the present or future operation and occupancy of the Land and the Improvements and all building equipment, materials and supplies of any nature whatsoever owned by Borrower, or in which Borrower has or shall have an interest, now or hereafter located upon the Land and the Improvements, or appurtenant thereto, or used in connection with the present or future operation and occupancy of the Land and the Improvements (collectively, the "Personal Property"), and the right, title and interest of Borrower in and to any of the Personal Property which may be subject to any security interests, as defined in the Uniform Commercial Code, as adopted and enacted by the state or states where any of the Property is located (the "Uniform Commercial Code"), superior in lien to the lien of this Security Instrument and all proceeds and products of the above;

  • Title to Real and Personal Property The Company and its subsidiaries have good and marketable title in fee simple (in the case of real property) to, or have valid and marketable rights to lease or otherwise use, all items of real and personal property and assets that are material to the respective businesses of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances, claims and defects and imperfections of title except those that (i) do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries or (ii) could not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect.

  • Real Estate and Personal Property Taxes A. Except as specifically set forth in Section 4.07.B below, all real estate and personal property taxes, levies, assessments (including special assessments (regardless of when due or whether they are paid as a lump sum or in installments over time) imposed because of facilities that are constructed by or on behalf of the assessing jurisdiction (for example, roads, sidewalks, sewers, culverts, etc.) which directly benefit the Hotel (regardless of whether or not they also benefit other buildings)), “Impact Fees” (regardless of when due or whether they are paid as a lump sum or in installments over time) which are required of Owner as a condition to the issuance of zoning variances or building permits, and similar charges on or relating to the Hotel (collectively, “Impositions”) during the Term shall be paid by Manager from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed upon the Hotel or upon this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Any such payments shall be Deductions in determining Operating Profit. Owner shall, within five (5) days after receipt, furnish Manager with copies of official tax bills and assessments which it may receive with respect to the Hotel. Either Landlord or Owner may, and at Owner’s request Manager shall, initiate proceedings to contest any negotiations or proceedings with respect to any Imposition, and all reasonable costs of any such contest shall be paid from Gross Revenues and shall be a Deduction in determining Operating Profit. Manager shall, as part of its contest or negotiation of any Imposition, be entitled, on Owner’s behalf, to waive any applicable statute of limitations in order to avoid paying the Imposition during the pendency of any proceedings or negotiations with applicable authorities. Notwithstanding anything contained herein to the contrary, at Owner’s option (i) Manager shall establish an escrow account in the name of Owner in a bank or banks designated by Manager with the concurrence of Owner and shall deposit monthly into such account from Gross Revenues an amount that Manager reasonably estimates shall be sufficient to pay the Impositions, in which case Manager shall pay the Impositions from funds in the escrow account as and when the Impositions become due (and Owner shall promptly deposit into the escrow account any deficiency if the estimated monthly payments are not sufficient to pay all of the Impositions) or (ii) the amounts that would otherwise be deposited into such escrow account shall be included in the Operating Profit, not deducted from Gross Revenues and shall be distributed in cash to Owner along with the remainder of the Owner’s Priority. If Owner elects to retain such amounts pursuant to clause (ii) above, Manager shall accrue such amounts as a reserve on the accounting records of the Hotel, and Owner shall fund the same as and when the Impositions become due, but such accrued and unfunded amounts shall be deducted from Gross Revenues for purposes of calculating the Incentive Management Fee. In addition, if any Mortgagee requires the establishment of an escrow account with respect to the Impositions, Manager shall comply with such requirements.

  • PURCHASE OF EQUIPMENT AND PERSONAL PROPERTY For valuable consideration, the sum of $1.00, receipt of which is acknowledged, Xxxxxx agrees to quitclaim, transfer, sell, waive and release any interest it has or may have, including as the beneficiary of any trust interest created by the provisions of The Book of Discipline of The United Methodist Church, and Xxxxx agrees to accept all of Seller’s title and interest, if any, in and to all of the properties and assets held by Xxxxxx United Methodist Church and relating to the Conference’s claim for itself, or on behalf of The United Methodist Church, of any beneficial right of any kind, including all proprietary rights and privileges of any kind or nature, whether arising by operation of law, trust, contract, property or other means to all tangible personal property owned as of the date of this Bill of Sale in the name of Xxxxxx United Methodist Church (including, without limitation, cash, bank accounts, accounts and notes receivable, deposits, prepaid items, contents, furnishings, equipment, tools, furniture, leasehold improvements, computer software, permits, licenses, authorizations, books, records, papers, securities, funds, goodwill, contracts, and other intangibles (hereinafter collectively, the "Personal Property") on the terms and conditions set forth in this Bill of Sale.

  • Personal Property Leases Except as set forth in Schedule 3.13.(b), Company has no leases of personal property involving consideration or other expenditure in excess of $5,000 or involving performance over a period of more than three months.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

  • Leases and Rent Roll To Borrower’s actual knowledge, Borrower has delivered to Lender a true, correct and complete rent roll for the Property (a “Rent Roll”) which includes all Leases affecting the Property (including schedules for all executed Leases for Tenants not yet in occupancy or under which the rent commencement date has not occurred). To Borrower’s actual knowledge, except as set forth in the Rent Roll (as same has been updated by written notice thereof to Lender) and estoppel certificates delivered to Lender on or prior to the Closing Date: (a) each Lease is in full force and effect; (b) the premises demised under the Leases have been completed and the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises; (c) the Tenants under the Leases have commenced the payment of rent under the Leases and there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Lease; (d) all Rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll and there is no claim or basis for a claim by the Tenant thereunder for an offset or adjustment to the rent; (f) no Tenant has made any written claim of a material default against the landlord under any Lease which remains outstanding nor has Borrower or Manager received, by in-person, or e-mail (with respect to Major Leases only) communication to an authorized representative of Borrower or Manager, any notice of a material default under any Lease; (g) there is no present material default by the Tenant under any Lease; (h) all security deposits under the Leases have been collected by Borrower; (i) Borrower is the sole owner of the entire landlord’s interest in each Lease; (j) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder and there are no agreements with the Tenants under the Leases other than as expressly set forth in the Leases; (k) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of a Lease; (l) none of the Leases contains any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; (m) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Lender, and no other Person has any interest therein except the Tenants thereunder; and (n) no conditions exist which now give any Tenant or party the right to “go dark” pursuant to the provision of its Lease, if applicable.

  • Real Property Interests (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to the Department indicating any right, title or interest in real property claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to the Department’s approval as part of its review of the Utility Assembly as described in Paragraph 2. Claims approved by the Department as to rights or interests are referred to herein as “Existing Interests”. (b) If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Adjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer’s Project schedules. The Developer shall be responsible for the actual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the Developer’s prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable law. (c) A New Interest shall be substantially equivalent (e.g., in width and type) to the Existing Interest being replaced, unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the Developer in the interest of overall Project economy. Any New Interest that does not meet the requirements of the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to the Department, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to the Department's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Developer shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the Developer shall reimburse the Owner for its actual and reasonable acquisition costs in accordance with Paragraph 16(b); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the Developer shall compensate the Owner for the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest, and no further compensation shall be due to the Owner from either the Developer or the Department on account of such Existing Interest. (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjusted Owner Utility where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2.

  • Real Property; Leasehold (a) No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to, or bound by, any Contract to purchase or sell any real property. (b) Part 3.8(b) of the Disclosure Schedule sets forth a list of each lease, sublease or other Contract pursuant to which any of the Acquired Corporations leases real property from any other Person (such leases, subleases or other Contracts required to be listed thereon, the “Company Leases”). (All real property leased to the Acquired Corporations, including all buildings, structures, fixtures and other improvements leased to the Acquired Corporations, is referred to as the “Leased Real Property”). The present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and Environmental Laws and other Legal Requirements. There is no Legal Proceeding pending, or, to the knowledge of the Company, threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present ownership, use or operation of any Leased Real Property. To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present ownership, use or operation of any Leased Real Property. There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Leased Real Property to any Person other than the Acquired Corporations, and there is no Person in possession of any of the Leased Real Property other than the Acquired Corporations. Each of the Acquired Corporations has complied in all material respects with the terms of all Company Leases relating to the Leased Real Property, and all such Company Leases are in full force and effect in all material respects. To the knowledge of the Company, the Leased Real Property is in good operating condition and repair. The Company has Made Available to Parent true, correct and complete copies of all Company Leases. No Acquired Corporation is party to any Contract or, to the knowledge of the Company, subject to any claim that may require the payment of any real estate brokerage commissions, and no commission is owed with respect to any of the Leased Real Property. The Leased Real Property constitutes all real property used in or necessary to conduct the business of each Acquired Corporation as currently being conducted.

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