Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules. (b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised. (c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules. (d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity. (e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Inland Diversified Real Estate Trust, Inc.)
Leases. (a) TrueSchedule 1.1(a)(viii) lists, complete as of the date hereof, all real leases of real property used by Systems Chemistry (collectively, the "Leases"), all correspondence with respect to the Leases, and correct copies of all notices of violation or default regarding the Leases, any . True and complete copies of the Leases and all written amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect relating thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomBuyer. Except as set forth in Schedule 1.1(a)(i), Seller has, or will as of the Rent RollClosing have, there a valid leasehold interest in the Leases free and clear of all Liens, other than Permitted Liens.
(b) Seller is currently the sole tenant in each of the premises set forth in the Premises leases ("Leased Premises"). The Leased Premises are no leasing or other fees or commissions duecurrently leased pursuant to the Premises Leases. Seller has paid all rent and additional rental charges specified in the Premises Leases that are due and owing and is not currently in default under the Premises Leases, nor will any become due, Seller be in connection with any Lease or any renewal or extension or expansion default as of the Closing Date of any Leaserent, nor rental charges or other obligations under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as the Premises Leases. Prior to the procuring Closing Date, if required by the terms of tenantsthe lease, Seller will obtain the consent of the Landlord to assign all of the Seller's rights and obligations under the Premises Leases to the Purchaser as of the Closing Date in accordance with the Assignment and Assumption of Leases, the Estoppel Certificates and the Consents of Landlord in the form provided by Buyer attached hereto as Schedule 3.9. Other than the Leased Premises, Seller has no leasehold interest, occupancy rights or other ownership interest in any real property used in the operation of the Business, whether located in the United States, the United Kingdom, or in any other jurisdiction.
Appears in 1 contract
Leases. (a) TrueThe documents constituting the Leases that are delivered to Buyer pursuant to Section 2.2 are true, correct and complete and correct copies of all Leasesof the Leases affecting the Property, including any and all amendments thereto, any assignments and guaranties thereofguarantees, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Roomall Leases are listed on Appendix 7.1(c). To Seller’s knowledge, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of no tenant under any Lease (or renewal thereof) or any expansion option has assigned its interest under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance or subleased all or any portion of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullits premises, except as set forth on Section 1.04(eAppendix 7.1(c) of the Disclosure Schedules.
(d) No Purchased Entity is in default or in the performance of Tenant’s Disclosures. Except for tenants under Leases and others, if any, claiming by, though or under tenants under the Leases, nor has there are no parties holding any Purchased Entity committed right to occupy the Property or any breach portion thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there There are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any and no understanding or agreement to which Seller is a party with any other party exists as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants. The Leases are in full force and effect and neither Seller nor, to Seller’s best knowledge, any of the tenants are in default. To Seller’s knowledge, no tenants have asserted nor are there any defenses or offsets to rent accruing after the Closing Date. All of the landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full and all concessions (other than any unexpired rent abatement set forth in the Leases) from the landlord under the Leases have been paid and performed in full. The Leases set forth all of the applicable tenant’s rights and obligations with respect to the Property. Seller has not assigned or pledged the Leases or Rents or any interest therein.
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Leases. (a) True, complete The Mortgagor represents and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) warrants that as of the Disclosure Schedules.date hereof:
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is the Leases identified in default Schedule C attached hereto are the only Leases in existence on the performance of date hereof relating to the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and Leasehold Premises;
(ii) true copies of such Leases have been previously delivered to the Mortgagee and there are no agreements with any Tenant under such Leases other than those agreements expressly set forth therein;
(iii) the Mortgagor is the sole owner of all of the landlord obligations Mortgagor’s Interest in such Leases;
(iv) each of such Leases is in full force and effect, constitutes a legal, valid and binding obligation of the Mortgagor and the applicable Tenant thereunder, and is enforceable against the Mortgagor and such Tenant in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or similar laws affecting the enforcement of creditors’ rights generally or by equitable principles relating to construct tenant improvements enforceability;
(v) there is no default under any of such Leases and there is existing no condition which with the giving of notice or reimburse the tenants for tenant improvements passage of time or both would cause a default thereunder;
(vi) all Rents due under the such Leases have been paid and performed in full, except as set forth on Section 1.04(e;
(vii) none of the Disclosure Schedules.Rents reserved under such Leases have been assigned or otherwise pledged or hypothecated except in favor of the Mortgagee pursuant to the provisions hereof;
(dviii) No Purchased Entity is in default in the performance none of the Leases, nor has Rents (other than any Purchased Entity committed any breach thereof. No notices security deposit collected in accordance with the provisions of default the applicable Lease) have been received by any Purchased Entity.collected for more than one (1) month in advance;
(eix) A truethere exist no offsets or defenses to the payment of any portion of the Rents and the Mortgagor owes no monetary obligation to any Tenant under any such Lease, correct and complete rent roll that sets forth a list excepting only obligations for the payment of all rents and other amounts payable utilities used by the Mortgagor in any of the Tenants premises subject to the Leases identified in Exhibit C;
(x) the Mortgagor has received no notice from any Tenant challenging the validity or enforceability of any such Lease;
(xi) no such Lease contains any option to purchase, right of first refusal to purchase, right of first refusal to relet, or any other similar provision; and
(xii) each such Lease is subordinate to this Mortgage either by law, pursuant to their Leases (the “Rent Roll”) has been made available its terms or pursuant to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsa recordable Subordination Agreement.
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Leases. With respect to the Leases: (a) Truethe Rent Roll dated as of the Closing Date is true, complete and correct and the Property is not subject to Leases other than the Leases identified on such Rent Roll; (b) Borrower has delivered to Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, any amendments thereto, any assignments except as otherwise disclosed to Lender in writing and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable acknowledged by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
Lender; (c) To the Seller’s Knowledge, (i) no Tenant each Lease is in default full force and effect and there are no defaults thereunder by either party known to Borrower ; (d) each Lease, by its terms, is subordinate to the lien of the Security Instrument or the subject of a separate subordination agreement subordinating the Lease to the lien of the Security Instrument; (e) Mortgage Borrower or Lessee is the sole owner of the entire lessor’s interest in the performance of Leases and has not assigned, pledged or otherwise transferred the Leases, nor has any notice of default been delivered Rents reserved in the Leases (except to any Tenant that is outstanding, and Mortgage Lender); (iif) all of the landlord obligations to construct tenant improvements or reimburse the Leases are bona fide, arms-length agreements with tenants (except for tenant improvements Lessee under the Leases Operating Lease) unrelated to Borrower; (g) none of the Rents have been paid collected for more than one (1) month in advance (and performed for such purpose, a security deposit shall not be deemed rent collected in fulladvance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Mortgage Borrower, Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as set forth on Section 1.04(eExhibit L to the Mortgage Loan Agreement, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) to the best of Borrower’s and Mortgage Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Disclosure Schedules.
Rents and neither Borrower nor Mortgage Borrower has any monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits; (dk) No Purchased Entity all payments due from tenants under the Leases are current; (l) no tenant under any Lease is in default thereunder, or is a debtor in the performance any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Mortgage Borrower or any Affiliate of Mortgage Borrower regarding any Lease. No portion of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received Property is licensed to or occupied by any Purchased EntityAffiliate of Mortgage Borrower other than Lessee.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (CNL Hotels & Resorts, Inc.)
Leases. The Trust Property is not subject to any Leases other than the Leases described in the rent roll delivered to Lender in connection with this Deed of Trust, together with the schedules and the exhibits attached to such rent roll (acollectively, the "RENT ROLL") Trueand any existing subleases thereunder. No person has any possessory interest in the Trust Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) the Borrower is the owner and holder of the landlord's interest under each Lease; (ii) there are no prior assignments of the landlord's interest in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the "ASSIGNMENT OF LEASES AND RENTS"), complete dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid delivered by Borrower to Lender and performed in fullthe Leases have not been further modified or amended, except as set forth disclosed to Lender in writing on Section 1.04(eor prior to the date hereof; (iv) of each Lease is in full force and effect; (v) except as disclosed on the Disclosure Schedules.
Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loans (d) No Purchased Entity collectively, the "TENANT ESTOPPELS"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing, Borrower knows of no event which, but for the performance passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) except as expressly set forth in the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Tenant Estoppels or on the Rent Roll, there are no leasing offsets or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as defenses to the payment of any leasing commissions or fees regarding future leases or as to portion of the procuring of tenants.Rents; and
Appears in 1 contract
Leases. (a) True, An accurate and complete Rent Roll and correct copies summary thereof in a form reasonably satisfactory to the Agent as of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements the date of inclusion of each Mortgaged Property or interests in the Mezzanine Property (or their equivalentsuch other recent date as may be acceptable to the Agent) with respect thereto have to all Leases of any portion of the Mortgaged Property and the Mezzanine Property has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property or Mezzanine Property and in the Data-RoomBuilding relating thereto. There are no occupancies, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity rights, privileges or licenses in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations Mortgaged Property or Mezzanine Property or portion thereof other than pursuant to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed reflected in full, except as set forth on Section 1.04(e) of Rent Rolls previously furnished to the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomAgent for such Mortgaged Property or Mezzanine Property. Except as set forth in the each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there are no leasing any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and none of the Borrower, any of its Subsidiaries, the Property Owner or the Guarantor has given or made any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property and the Mezzanine Property to the Agent and such estoppel certificates as of the date thereof are true and correct in all material respects. Except as otherwise set forth in Schedule A-5 to the Contribution Agreement, all tenant improvements or work to be done, furnished or paid for by the Borrower, any of its Subsidiaries, the Property Owner, WASH or the Guarantor or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or commissions duepayments are due from the Borrower, nor will any become dueof its Subsidiaries, the Property Owner or the Guarantor in connection with any Lease or any renewal or extension or expansion respect of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Wellsford Real Properties Inc)
Leases. (a) True, complete and correct The Borrower has delivered to the Agent true copies of all Leases, the Leases and any amendments thereto, any assignments thereto relating to each Borrowing Base Asset required to be delivered as a part of the Eligible Real Estate Qualification Documents. An accurate and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) complete Rent Roll as of the date of inclusion of each Borrowing Base Asset in Borrowing Base Availability with respect thereto have to all Leases of any portion of the Borrowing Base Asset has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole leases or licenses or other agreements pertaining to the occupancy or use of space at such Borrowing Base Asset and in the Data-RoomBuilding relating thereto. Except as reflected on such Rent Roll or on Schedule 6.21, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of no tenant under any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered entitled to any Tenant that is outstandingfree rent, partial rent, rebate of rent payments, credit, offset or deduction in rent, including, without limitation, lease support payments, lease buy-outs or abatements or credits, and (ii) all has made any prepayments of rent or other payments due under such Lease for more than one (1) month in advance of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) due date of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roomsuch payment. Except as set forth in Schedule 6.21, the Rent RollLeases reflected therein are, as of the date of inclusion of the applicable Borrowing Base Asset in Borrowing Base Availability, in full force and effect in accordance with their respective terms, without basic rental payments or other payments to the landlord thereunder being in default beyond any applicable cure period or, to the best of Borrower’s knowledge, any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions, rebates, or, except as expressly set forth in the applicable Leases or amendments thereto relating delivered to Agent as required by this Agreement, tenant improvement allowances, contributions or landlord construction obligations available to any tenant thereunder, and, except as reflected in Schedule 6.21, neither the Borrower nor any Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower, there are is no leasing basis for any such claim or notice of default by any tenant. Except as reflected in Schedule 6.21, no property, other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion than the Borrowing Base Asset which is the subject of any the applicable Lease, nor under any understanding or agreement is necessary to comply with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsrequirements (including, without limitation, parking requirements) contained in such Lease.
Appears in 1 contract
Samples: Senior Secured Credit Agreement (Healthcare Trust, Inc.)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available Schedule 6.12 attached to Purchaser in the Data-Room, this Agreement is a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list and brief description of all rents leases or other agreements under which each Acquired Corporation is a tenant or lessee of, or holds or operates any property, real or personal, owned by any third party. Each Acquired Corporation is the owner and holder of the leasehold estates granted by each of the instruments described in Schedule 6.12 except as otherwise stated in Schedule 6.12. Each of said leases and agreements is in full force and effect and constitutes a legal, valid and binding obligation of the respective parties thereto, enforceable in accordance with its terms. Each Acquired Corporation enjoys peaceful and undisturbed possession of all properties covered by all such leases and agreements, and there is not any existing default or event or condition which with notice or lapse of time, or both, would constitute an event of default under any of such leases or agreements. Each Acquired Corporation is exclusively entitled to all rights and benefits as lessee under such leases and agreements and each Acquired Corporation has not sublet, assigned, licensed or otherwise conveyed any rights in any leased premises or in any leases and agreements to any other person or entity. The names of the other parties to the leases, the description of the leased premises, the term, rent and other amounts payable under the leases and all renewal options available under the leases are accurately described in Schedule 6.12. All rental and other payments and other obligations required to be paid and performed by each Acquired Corporation pursuant to the leases have been duly paid and performed. No Acquired Corporation is in default of any of its obligations under the Tenants pursuant leases and, to their Leases (the “Rent Roll”) has been made available to Purchaser in best of the Data-Room. Except as set forth in knowledge of the Rent RollWarranting Parties, there are no leasing none of the landlords or other fees or commissions dueparties to the leases are in default of any of their obligations under the leases. The terms and conditions of the leases will not be affected by, nor will any become dueof the leases be in default as a result of, the completion of the transactions contemplated hereunder. The use by each Acquired Corporation of the leased premises is not in connection with any Lease or any renewal or extension or expansion breach of any Leasebuilding, nor under any understanding zoning or agreement with any party as other statute, by-law, ordinance, regulation, covenant, restriction or official plan. Each Acquired Corporation has adequate rights of ingress to payment and egress from the leased premises for the operation of any leasing commissions or fees regarding future leases or as to its business in the procuring of tenants.ordinary course. 6.13
Appears in 1 contract
Samples: Stock Purchase Agreement (Hilb Rogal & Hamilton Co /Va/)
Leases. With respect to the Leases: (a) Truethe Rent Roll dated as of the Closing Date is true, complete and correct and the Property is not subject to Leases other than the Leases identified on such Rent Roll; (b) Borrower has delivered to Lender complete and accurate copies of all Leases and no verbal or written agreements exist which terminate, modify or supplement the Leases, any amendments thereto, any assignments except as otherwise disclosed to Lender in writing and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable acknowledged by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
Lender; (c) To the Seller’s Knowledge, (i) no Tenant each Lease is in default full force and effect and there are no defaults thereunder by either party known to Borrower; (d) each Lease, by its terms, is subordinate to the lien of the Security Instrument or the subject of a separate subordination non-disturbance and attornment agreement subordinating the Lease to the lien of the Security Instrument; (e) Borrower or Lessee is the sole owner of the entire lessor’s interest in the performance of Leases and has not assigned, pledged or otherwise transferred the Leases, nor has any notice of default been delivered Rents reserved in the Leases (except to any Tenant that is outstanding, and Lender); (iif) all of the landlord obligations to construct tenant improvements or reimburse the Leases are bona fide, arms-length agreements with tenants (except for tenant improvements Lessee under the Leases Operating Lease) unrelated to Borrower; (g) none of the Rents have been paid collected for more than one (1) month in advance (and performed for such purpose, a security deposit shall not be deemed rent collected in full, advance); (h) all security deposits reflected on the Rent Roll have been collected and are being held by Borrower Lessee or Property Manager in the full amount reported on the Rent Roll; (i) except as set forth on Section 1.04(eExhibit L, all work to be performed by Borrower under each Lease has been performed as required and has been accepted unconditionally by the applicable tenant; (j) to the best of Borrower’s knowledge, no offsets or defenses exist in favor of any tenant to the payment of any portion of the Disclosure Schedules.
Rents and Borrower has no monetary obligation to any tenant under any Lease other than the proper application or refund of any security deposits; (dk) No Purchased Entity all payments due from tenants under the Leases are current; (l) to Borrower’s knowledge no tenant under any Lease is in default thereunder, or is a debtor in the performance any bankruptcy, reorganization, insolvency or similar proceeding, or has demonstrated, to Borrower’s knowledge, a history of payment problems which suggest financial difficulty; (m) no Lease contains an option to purchase, right of first refusal to purchase, or any other similar provision; and (n) no brokerage commissions, finders fees or similar payment obligations are due and unpaid by Borrower or any Affiliate of Borrower regarding any Lease. No portion of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received Property is licensed to or occupied by any Purchased EntityAffiliate of Borrower other than Lessee.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Leases. (a) True, The Borrower have delivered to the Agent true and complete and correct copies of all Leases, the Leases and any amendments thereto, any assignments thereto relating to each Collateral Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) complete Rent Roll in all material respects as of the date of inclusion of each Collateral Property in the Collateral with respect thereto have to all Leases of any portion of the Collateral Property has been made available provided to Purchaser the Agent. The Leases previously delivered to Agent as described in the Data-Room, a complete list of which is set forth on Section 3.10(a) preceding sentence constitute as of the Disclosure Schedules.
(b) date thereof the sole material agreements relating to leasing or licensing of space at such Collateral Property and in the Building relating thereto. No leasing commission remains payable by any Purchased Entity in respect of tenant under any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered entitled to any Tenant that is outstandingfree rent, and (ii) all partial rent, rebate of the landlord obligations to construct tenant improvements rent payments, credit, offset or reimburse the tenants for tenant improvements under the Leases have been paid and performed deduction in fullrent, including, without limitation, lease support payments or lease buy-outs, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is reflected in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their such Leases (the “or such Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Schedule 6.22, the Rent RollLeases reflected therein are, as of the date of inclusion of the applicable Collateral Property in the Collateral, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower and the Subsidiary Guarantors, there are is no leasing basis for any such claim or other fees notice of default by any tenant. Borrower knows of no condition which with the giving of notice or commissions due, nor will the passage of time or both would constitute a default on the part of any become due, in connection tenant with any respect to the material terms under a Lease or of the respective Borrower as landlord under the Lease. No security deposit or advance rental or fee payment (more than two (2) months in advance) has been made by any renewal lessee or extension or expansion licensor under the Leases except as may be specifically designated in the copies of any Lease, nor under any understanding or agreement with any party as the Leases furnished to payment of any leasing commissions or fees regarding future leases the Agent or as otherwise disclosed to Agent in writing. No property other than the procuring Collateral Property which is the subject of tenantsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.
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Leases. The copies of Leases (aincluding all guarantees, amendments, letter agreements, modifications, supplements, confirmation of renewals or extensions, addenda and/or assignments thereof) True, complete and brokerage/leasing commission agreements made available to Buyer with the Seller Information are true and correct copies of all Leasessuch Leases and brokerage agreements and are listed on the Lease Schedule. Such Leases and brokerage/leasing commission agreements are in full force and effect, any amendments thereto, any assignments and guaranties binding on the tenant (and the guarantor in respect thereof, and any currently effective forbearance if applicable) thereunder. There are no agreements (or their equivalent) licenses, written or oral, with respect thereto have been made available to Purchaser in the Data-Roomany possessory rights, a complete list of which is set forth on Section 3.10(a) use or occupancy of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (Property or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance tenancies of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullProperty, except as set forth described on the Lease Schedule (as defined above) and any Lease entered into after the Original Effective Date in accordance with Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room7.3. Except as set forth in the Rent RollLease Schedule, there are no leasing tenant under any existing Lease has delivered written notice of its termination of its Lease (or other fees the surrender of any space demised thereunder) or commissions duesurrender any space currently demised under its Lease. To Seller’s knowledge, nor will Seller is not in material default under any become due, Lease. Except for collateral assignments of leases and rents in connection with Seller’s existing mortgage loan, which will be released prior to or concurrently with Closing, Seller has not assigned, or granted any pledge or encumbrance in respect of, its interest in any Lease or rents payable thereunder. Except as set forth on Schedule 8.1.3, Seller has not sent any renewal or extension or expansion written notice to any tenant claiming that such tenant is in material default of any of its obligations under any Lease, nor which default remains uncured. To Seller’s knowledge, no rents have been paid more than one (1) month in advance by any tenant under any understanding or agreement with Lease. All tenant improvement work that Seller is required to construct as of the Effective Date under the Leases has been substantially completed, other than work for which Buyer receives a credit at Closing as set forth on Schedule 8.1.22. Seller has not received written notice from any party as that any existing tenant is subject to payment any pending actions, voluntary or otherwise, under the bankruptcy law of any leasing commissions or fees regarding future leases or as to the procuring of tenantsUnited States.
Appears in 1 contract
Samples: Purchase and Sale Agreement (CIM Commercial Trust Corp)
Leases. (a) TrueThere are no Leases affecting the Property, complete and correct copies of all Leasesoral or written, any amendments thereto, any assignments and guaranties thereofexcept as listed on the Rent Roll, and any currently effective forbearance agreements (Leases or their equivalent) modifications entered into between the date of this Agreement and the Closing Date with respect thereto have been made available to Purchaser in the Data-Room, a complete list consent of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance Buyer. Copies of the Leases, nor has any notice of default which have been delivered to any Tenant that is outstandingBuyer or shall be delivered to Buyer within five (5) days from the date hereof, and (ii) all are, to the best knowledge of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullSeller, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets copies thereof, subject to the matters set forth a list on the Rent Roll and in this Agreement. Between the date hereof and the Closing Date, Seller will not terminate or modify existing Leases or enter into any new Leases without the consent of Buyer, subject to the provisions of Sections and of this Agreement. To the best of Seller's knowledge, all rents and other amounts payable by any of the Tenants pursuant Property's tenant leases are in good standing and to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except best of Seller's knowledge no defaults exist thereunder except as set forth in noted on the Rent Roll. No rent or reimbursement has been paid more than one (1) month in advance and no security deposit has been paid, except as stated on the Rent Roll. No tenants under the Leases are entitled to interest on any security deposits. No tenant under any Lease has or will be promised any inducement, concession or consideration by Seller other than as expressly stated in such Lease, and except as stated therein there are and will be no leasing or other fees or commissions dueside agreements between Seller and any tenant. Seller hereby discloses that Roswell Rivermont Station CVS, nor will any become dueInc. ("CVS"), a tenant in connection with any Lease or any renewal or extension or expansion Rivermont claims that Seller is obligated to reimburse CVS for the costs of any Lease, nor under any understanding or agreement with any party as installing an "Energy Management System" in its premises. Seller believes that it is not obligated for such reimbursement and hereby agrees to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsindemnify and hold Buyer harmless from such claim.
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Leases. (a) True, complete and correct copies Copies of all Leases in effect as of the Contract Date (the “Existing Leases”), any and all amendments thereto, any assignments thereto and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto if any, have been made available furnished by Seller to Purchaser in and the Data-Roomcopies so provided are true and complete. The Existing Leases have not been amended, a complete list of which is set forth on Section 3.10(a) modified or terminated (except for any amendments delivered to Purchaser pursuant to the preceding sentence). To Seller’s knowledge, as of the Disclosure Schedules.
date of this Agreement, (a) other than the Existing Leases, there are no Leases affecting the Property under which the owner of the Property is landlord and (b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except than as set forth in the Rent RollLeases and/or the Brokerage Agreements (hereinafter defined), there are no agreements pursuant to which leasing commissions and tenant improvement allowances or concessions are currently outstanding and currently payable by the landlord under such Leases. To Seller’s knowledge, (i) the Existing Leases are presently in full force and effect without any default thereunder by the applicable tenant; (ii) no tenant has prepaid rent by more than 30 days in advance; (iii) all tenant improvements that Seller, as landlord, is obligated to complete, prior to the date hereof and pursuant to any Existing Lease, have been completed and accepted by the applicable tenant; (iv) no tenant improvement allowances, free rent or other fees or commissions duetenant inducements remain outstanding and unpaid; and (v) no tenant has notified Seller, nor will any become dueas landlord, in connection with any Lease or any renewal or extension or expansion writing, of any Lease, nor under any understanding or agreement with any party as default by Seller pursuant to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsan Existing Lease that remains uncured.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Hines Real Estate Investment Trust Inc)
Leases. (a) TrueMortgagee is authorized to foreclose this Leasehold Mortgage subject to the rights of any tenants of the Mortgaged Property, complete and correct copies the failure to make any such tenants parties defendant to Intercreditor Agreement and any such foreclosure proceedings and to foreclose their rights shall not be, nor be asserted by Mortgagor to be, a defense to any proceedings instituted by Mortgagee to collect the sums secured hereby or to collect any deficiency remaining unpaid after the foreclosure sale of the Mortgaged Property, or any portion thereof. Unless otherwise agreed by Mortgagee in writing, all LeasesSpace Leases executed subsequent to the date hereof, or any amendments thereto, any assignments and guaranties part thereof, shall be subordinate and any currently effective forbearance agreements (or their equivalent) inferior to the lien of this Leasehold Mortgage, except that from time to time Mortgagee may execute and record among the land records of the jurisdiction where this Leasehold Mortgage is recorded, subordination statements with respect thereto have been to such of said Space Leases as Mortgagee may designate in its sole discretion, whereby the Space Leases so designated by Mortgagee shall be made available superior to Purchaser in the Data-Room, a complete list lien of which is set forth on Section 3.10(a) of this Leasehold Mortgage for the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as term set forth in such subordination statement. From and after the Rent Rollrecordation of such subordination statements, there are no leasing or other fees or commissions dueand for the respective periods as may be set forth therein, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as the Space Leases therein referred to payment of any leasing commissions or fees regarding future leases or as shall be superior to the procuring lien of tenantsthis Leasehold Mortgage and shall not be affected by any foreclosure hereof. All such Space Leases shall contain a provision to the effect that the Mortgagor and Space Lessee recognize the right of Mortgagee to elect and to effect such subordination of this Leasehold Mortgage and consents thereto.
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Leases. (a) TrueMortgagor warrants and represents that (i) the schedule of leases set forth in the Assignment of Leases and Rents executed by Mortgagor and delivered to Mortgagee in connection with the transaction of which this Mortgage is a part is true, complete correct and correct complete, (ii) all leases described in said schedule are presently in effect, and (iii) to the best of Mortgagor's knowledge, no default exists under any such lease (other than any default disclosed in said schedule). Upon request of Mortgagee, Mortgagor shall provide Mortgagee with a current list of all leases then affecting the Mortgaged Property. Mortgagor shall keep, perform and observe its obligations as landlord under all leases now or hereafter affecting all or any part of the Mortgaged Property, and Mortgagor shall use reasonable efforts to require each tenant under any such lease to keep, perform and observe its obligations as tenant under such lease. Upon request by Mortgagee, Mortgagor shall promptly furnish to Mortgagee original or certified copies of all Leases, any such leases and all amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains Mortgagor shall not, without the prior written consent of Mortgagee, accelerate the payment of rent or accept payment of rent more than one (1) month in advance, grant any reduction, deferral or abatement of rent payable by under any Purchased Entity such lease, grant any rights of termination or cancellation in respect favor of the tenant under any such lease, shorten the term of any Lease (such lease, or change the terms or renewal thereof) or extension provision under any expansion option under such Lease that has been exercisedlease.
(c) To the Seller’s Knowledge, The assignment contained in paragraph (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(eH) of the Disclosure Schedulessection of this Mortgage entitled "The Mortgaged Property" shall not be deemed to impose upon Mortgagee any of the obligations, duties or liabilities of Mortgagor under or in respect of any lease (including, without limitation, any liability under any covenant of quiet enjoyment in the event that any tenant shall have been barred and foreclosed by any foreclosure of this Mortgage, or by any other transfer of title to the Mortgaged Property in extinguishment of all or any part of the Indebtedness, of all right, title and interest in and to all or any part of the Mortgaged Property). Upon request by Mortgagee, Mortgagor from time to time shall specifically assign to Mortgagee as additional security for the Indebtedness, by a written instrument approved by Mortgagee, all right, title and interest of Mortgagor in and to any and all leases now or hereafter affecting all or any part of the Mortgaged Property, together with all security therefor and all money payable thereunder, subject to the conditional permission given to Mortgagor to collect and use the rents, income and other benefits arising under any such lease as provided above. Mortgagor also shall execute and deliver to Mortgagee any notice, financing statement or other document required by Mortgagee to perfect the foregoing assignment as to any such lease. The provisions of this Section 1.12 shall be subject to the provisions of said paragraph (H).
(d) No Purchased Entity is in default in Mortgagor shall not enter into any new lease for the performance Property without the prior approval of the Leasessuch lease by Mortgagee, nor has any Purchased Entity committed any breach thereof. No notices provided, however, that Mortgagee notify Mortgagor of default have been received by any Purchased Entityit approval or disapproval within ten (10) days of such proposed lease being submitted to Mortgagee.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Open End Mortgage Deed and Security Agreement (Griffin Land & Nurseries Inc)
Leases. (a) True, An accurate and complete Rent Roll and correct copies summary thereof in a form reasonably satisfactory to the Agent as of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements the date of inclusion of each Mortgaged Property in the Collateral (or their equivalentsuch other recent date as may be acceptable to the Agent) with respect thereto have to all Leases of any portion of the Mortgaged Property has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property and in the Data-RoomBuilding relating thereto. There are no occupancies, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity rights, privileges or licenses in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations Mortgaged Property or portion thereof other than pursuant to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed reflected in full, except as set forth on Section 1.04(e) of Rent Rolls previously furnished to the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomAgent for such Mortgaged Property. Except as set forth in the each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there are no leasing any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and none of the Borrower, any of its Subsidiaries nor the Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property to the Agent and such estoppel certificates are true and correct in all material respects. All tenant improvements or work to be done, furnished or paid for by the Borrower, any of its Subsidiaries or the Guarantor, as applicable, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or commissions duepayments are due from the Borrower, nor will any become due, of its Subsidiaries or the Guarantor in connection with any Lease or any renewal or extension or expansion respect of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Revolving Credit Agreement (Wellsford Real Properties Inc)
Leases. (aA) True, Seller has delivered to Purchaser a complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance accurate copy of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent RollLeases, there are no leasing options to expand, rights of first refusal, options to terminate, options to renew, options to purchase, or any rent abatements given to the Tenants.
(B) To the best of Seller's knowledge, the Leases will be on the Closing Date, in full force and effect according to the terms set forth therein, and the Leases have not been modified, amended, or altered, in writing or otherwise.
(C) Seller has not received written notice from the Tenants of any uncured default or unperformed obligation of the Landlord under the Leases, including, without limitation, failure of the Landlord to construct any required tenant improvements. Tenants have not asserted in writing to Seller any offsets, defenses or claims available against rent payable by it or other fees performance or commissions dueobligations otherwise due from it under the Leases.
(D) To the best of Seller's knowledge, nor will Tenants are not in default under the Leases (beyond any applicable grace or cure period), or are in arrears in the payment of any sums or in the performance of any obligations required of them under the Leases.
(E) There are no brokers' commissions, finders' fees, or other charges payable or to become due, payable to any third party on behalf of Seller as a result of or in connection with the Leases.
(F) To the best of Seller's knowledge, the Tenants have not assigned its interest in the Leases or sublet any Lease or any renewal or extension or expansion portion of any Leasethe premises leased to such Tenants under the Leases.
(G) The Tenants have not prepaid rent for more than the current month under the Leases, nor under any understanding or agreement with any party except as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsset forth in Section 9(d).
Appears in 1 contract
Leases. (a) TrueA. Any default by Mortgagor or any successor in interest of Mortgagor under the terms of any lease of all or any part of the Subject Premises or the buildings and improvements thereon shall constitute an Event of Default hereunder, complete under the Notes, the Loan Agreement, or any of the other Relevant Documents, entitling Mortgagee to exercise all the rights granted to it herein, therein and correct by law.
B. Mortgagor shall send to Mortgagee, immediately upon receipt thereof by Mortgagor, in writing in the manner provided herein for notices, a true copy of any notice received by it from any tenant which alleges a default by Mortgagor, as landlord, under any such lease and shall send to Mortgagee, in writing, in the manner provided herein for notices, copies of all Leasesnotices of default sent to tenants of the Subject Premises.
C. Mortgagor or any successor in interest of Mortgagor shall include provisions in all leases of the Subject Premises or any part thereof or any interest therein or the buildings and improvements thereon or any part thereof or any interest therein requiring lessees under any such leases to send to Mortgagee a true copy of any notice sent to Mortgagor alleging a default under any such lease. Such notice shall be sent in the manner provided herein for notices. Mortgagor shall include provisions in all such leases granting Mortgagee a period of sixty (60) days from the receipt of such notice in which to cure any such default before such lessee may terminate its lease.
D. Mortgagor shall not accept any prepayment of any rent payments under any leases of the Subject Premises or the buildings and improvements thereon more than fifteen (15) days in advance of the due date of such payment except with the prior written approval of Mortgagee.
E. In the event of Mortgagor's breach of any covenant in any lease to which the Subject Premises or the buildings and improvements thereon or any part thereof may, from time to time, be subject or of Mortgagor's breach of any covenant in any assignment of any such lease and irrespective of whether Mortgagee accelerates the maturity of the indebtedness secured hereby in accordance herewith and in addition to, and without limitation on, any amendments theretoother rights granted to Mortgagee hereunder, Mortgagee may at its option, without notice, take such action as it deems necessary or appropriate to correct any assignments such default, including exercise of the right hereby granted to enter upon and guaranties take possession of the Subject Premises and the buildings and improvements thereon or any part thereof. Any and all costs, charges, fees or expenses, including, without limitation, attorney's fees, incurred by Mortgagee in connection with the taking of such corrective action pursuant to the powers herein contained shall be secured hereby and shall bear interest at the Default Rate until paid.
F. Mortgagor shall furnish to Mortgagee an executed original of each lease, amendment, extension, or renewal within (5) days after the date of execution thereof. All leases, now or hereafter executed, shall be and remain subject and subordinate to this Mortgage, Mortgagee shall have the right, at its sole option, to pre-approve all leases and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Roomamendment, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (extension or renewal thereof) or any expansion option , the form of such leases and credit of tenants under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingleases, and (ii) all of the landlord obligations no lease shall be effective unless Mortgagee approves such lease in advance or waives in writing, its rights to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedulesapprove such lease.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Mortgage (Usa Detergents Inc)
Leases. (a) TrueThe Property is not subject to any Leases other than the Leases described in the Rent Roll attached hereto as Exhibit B, which Rent Roll is accurate and complete in all material respects as of the date hereof. Borrower is the sole owner of the entire lessor’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and correct pursuant to the provisions of the Leases and Permitted Encumbrances. To the best of Borrower’s knowledge, the Leases are valid and enforceable and have not been altered, modified or amended in any manner since copies of same were last delivered to Lender. None of the Rents (other than security deposits) have been collected for more than one (1) month in advance. Except as previously disclosed to Lender in writing, all Leases, any amendments thereto, any assignments work to be performed by Borrower under each Lease has been performed as required and guaranties thereofhas been accepted by the applicable tenant, and any currently effective forbearance agreements (payments, free rent, partial rent, rebate of rent or their equivalent) other payments, credits, allowances or abatements required to be given by Borrower to any tenant have already been received by such tenant. To the best of Borrower’s knowledge, the current Leases are in full force and effect and there are no defaults thereunder by either party and there are no conditions that, with respect thereto have the passage of time or the giving of notice, or both, would constitute defaults thereunder. There has been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect no prior Transfer of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except Rents received therein. Except as set forth on Section 1.04(e) Exhibit B, no tenant listed on Exhibit B has assigned its Lease or sublet all or any portion of the Disclosure Schedules.
(d) premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No Purchased Entity is in default tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as expressly provided under any Lease delivered to Lender prior to the Closing Date, no tenant under any Lease has any right or option for additional space in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomImprovements. Except as set forth in the Rent RollEnvironmental Report (as defined in the Environmental Indemnity), there are no leasing Hazardous Materials have been stored, treated or other fees or commissions due, nor will Released by any become due, in connection with tenant under any Lease on or about the leased premises nor does Borrower have any renewal or extension or expansion knowledge of any Leasetenant’s intention to use its leased premises for any activity which, nor under any understanding directly or agreement with any party as to payment indirectly, involves the use, generation, treatment, storage, transportation or Release of any leasing commissions or fees regarding future leases or Hazardous Materials. Other than Residential Leases, true and correct copies of all Leases in existence as of the Closing Date were delivered to Lender prior to the procuring execution of tenantsthis Agreement.
Appears in 1 contract
Samples: Loan Agreement (AmREIT, Inc.)
Leases. (a) TrueSection 2.10 of the Disclosure Schedule sets forth a true, complete and correct list, as of the date hereof, of all Leases (including the Sign Location Leases), the name of the lessor or sublessor, the primary lease term and any Liens thereon. True and complete copies of the Leases and all Leaseswritten riders, any addenda, amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance other agreements (or their equivalent) with respect in the Seller's possession relating thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomBuyer. Except as set forth in Section 2.10 of the Rent RollDisclosure Schedule, the Seller has a valid leasehold interest in such Lease free and clear of all Liens, other than Permitted Liens. Except as set forth in Section 2.10 of the Disclosure Schedule, no consent is required of any landlord or other third party to any Lease to consummate the transactions contemplated hereby and upon consummation of the transactions contemplated hereby, each Lease will continue to entitle the Buyer to the use and possession of the real property specified in such Leases and for the purposes for which such real property is now being used by the Seller. The Seller is not in default beyond any applicable notice or grace period and has not received written notice of default still outstanding on the date hereof under any such Lease, and to the Seller's knowledge, there are exists no leasing uncured default thereunder by any third party. With respect to any Leases whereon there exists a Display, unless otherwise set forth in Section 2.10 of the Disclosure Schedule, said Display is owned by the Seller and is conveyed in accordance with this Agreement. Except as set forth on Section 2.10 of the Disclosure Schedule and except as would not individually or other fees in the aggregate have a Material Adverse Effect, the Seller is not aware of any dispute, oral modification or commissions due, nor will any become due, in connection with forebearance program regarding any Lease or and has not received any renewal or extension or expansion notice of any Lease, nor under lessor's intention to terminate any understanding Lease (either at present or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as in the future) prior to the procuring expiration of tenantsits term.
Appears in 1 contract
Leases. (a) TrueSeller has made available to the Purchaser true, correct and complete and correct copies of all of the Leases affecting the Properties including all guarantees of such Leases. Other than the Leases and the Ground Leases and any matters of record as reflected in the Title Commitments, none of Seller, any amendments theretoGeneral Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any assignments and guaranties thereof, and Owner has entered into any currently effective forbearance agreements (contract or their equivalent) agreement with respect thereto have been to the occupancy of the Property or any portion or portions thereof which will be binding on the Owners after the Closing, other than consent and recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “Service Provider Contracts”). To the extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Effective Date. Except as disclosed in writing to the Data-Room, a complete list of which is set forth on Section 3.10(a) of Purchaser prior to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s KnowledgeEffective Date, (i) no Tenant is in default in the performance of the Leases, nor written notice has been given or received by any notice of default been delivered Owner under such Leases with respect to any Tenant material default under the Leases that is outstanding, remains uncured and (ii) to Seller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there is no free rent outstanding under any Lease, all of the landlord Owner’s obligations to construct tenant improvements or have been performed in full, all of the Owner’s obligations to reimburse the tenants Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid and performed in full, except as set forth on Section 1.04(eand no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the Disclosure Schedules.
applicable due date, other than any security deposits (d) No Purchased Entity but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in default in the performance Section 7.5 of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roomthis Agreement). Except as set forth disclosed in writing to the Rent RollPurchaser prior to the Effective Date, there are no leasing or other fees or commissions duesecurity deposits paid by Tenants, nor will but any become due, application of security deposits in connection accordance with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsapplicable Leases after the Effective Date shall not constitute an Exception Matter.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Lepercq Corporate Income Fund L P)
Leases. The Property is not subject to any Leases other than the Leases described on the Rent Roll attached as SCHEDULE IV hereto and made a part hereof. To the best of Borrower's knowledge after due inquiry, no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. The current Leases are in full force and effect and to Borrower's knowledge after inquiry, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. To the best of Borrower's knowledge after due inquiry, no Rent (aincluding security deposits) Truehas been paid more than one (1) month in advance of its due date. To the best of Borrower's knowledge after due inquiry, complete all work to be performed by Borrower under each Lease has been performed as required and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereofhas been accepted by the applicable tenant, and any currently effective forbearance agreements (payments, free rent, partial rent, rebate of rent or their equivalent) with respect thereto have other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been made available to Purchaser in received by such tenant. To the Data-Roombest of Borrower's knowledge after due inquiry, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that Rents received therein which is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full. To Borrower's knowledge after inquiry, except as set forth on Section 1.04(e) SCHEDULE IV, no tenant listed on SCHEDULE IV has assigned its Lease or sublet all or any portion of the Disclosure Schedules.
(d) premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. No Purchased Entity is in default in the performance tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the Leases, nor has any Purchased Entity committed any breach thereof. No notices leased premises or the building of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth which the leased premises are a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roompart. Except as set forth in SCHEDULE IV, no tenant under any Lease has any right or option for additional space in the Rent RollImprovements except as set forth in SCHEDULE IV. To Borrower's actual knowledge based on the Environmental Report delivered to Lender in connection herewith, there are no leasing hazardous wastes or other fees toxic substances, as defined by applicable federal, state or commissions duelocal statutes, rules and regulations, have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor will does Borrower have any become dueknowledge of any tenant's intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any petroleum product or any toxic or hazardous chemical, material, substance or waste, except in either event, in connection compliance with any Lease applicable federal, state or any renewal or extension or expansion of any Leaselocal statues, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsrules and regulations.
Appears in 1 contract
Samples: Loan Agreement (Inland Western Retail Real Estate Trust Inc)
Leases. 14.1 Seller shall prepare and deliver to the lessor (aand any sublessor if the Seller's interest under any Lease is a sublease interest) Trueof each Lease, complete and correct copies it shall be a condition precedent of Buyer's obligation to close, that each Lessor execute and deliver to Buyer prior to the Closing a Landlord's Estoppel Certificate (each an "Estoppel Certificate" and collectively the "Estoppel Certificates") in substantially the form of Exhibit E attached hereto., as modified for each Lease to the reasonable mutual satisfaction of the parties.
14.2 On the Closing Date, Seller and Buyer shall execute and deliver the Lease Assignments pursuant to which Seller shall assign and Buyer shall assume Seller's entire right and interest in the Leases currently in effect for Tukwila, Bellevue and Tacoma (the "Leases"), together with all applicable tenant and/or leasehold improvements and fixtures. Under each Assignment (and subject to obtaining the respective landlord's consent thereto), Buyer shall be entitled to occupy the respective premises throughout the respective terms of the Leases, together with any renewals or extensions thereof subject to rents, covenants and conditions contained therein.
14.3 From and after the Closing, Buyer shall assume responsibility for the performance of all Leasesof the obligations and conditions on the part of the tenant to be performed under the Leases for periods from and after the Closing (the "Buyer's Assumed Lease Obligations"). Buyer shall at all times thereafter indemnify, defend (with counsel reasonably satisfactory to Seller) and hold the Seller harmless from any amendments theretoand all claims, demands, suits, liabilities, damages, expenses, actions or judgments, whether asserted by the landlords or by any assignments other party, governmental authority or administrative agency, arising out of Buyer's performance of the Buyer's Assumed Lease Obligations.
14.4 Seller hereby warrants and guaranties thereofrepresents, that the terms and provisions of the Leases on the part of the tenant to be performed prior to the Effective Time have been fulfilled in all respects, that all rentals and other monetary and non-monetary obligations are current, and that there are no pending claims or demands being asserted by the landlords or by any currently effective forbearance agreements (other party, governmental authority, or their equivalent) agency, by reason of the occupancy by Seller of the premises covered by the Leases. Further, Seller agrees to continue to perform all of its obligations as tenant under each Lease until the Effective Time. Seller hereby agrees to and shall at all times hereafter indemnify and hold the Buyer harmless from and against any and all claims, demands, actions, or judgments, at law or in equity, whether asserted by landlord or by any other party, governmental authority, or administrative agency, occurring prior to the Effective Time in connection with respect thereto have been made available to Purchaser in the Data-RoomSeller's breach of any obligations or performance, a complete list of which is warranties and/or representations set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by herein and any Purchased Entity in respect of any Lease (breach or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the obligations on the part of tenant to be performed under the Leases, nor other than the Buyer's Assumed Lease Obligations.
14.5 Seller hereby represents and warrants to Buyer, as of the date of this Agreement, as follows:
(a) Seller has any notice of default been delivered to any Tenant that is outstanding, Buyer true and (ii) all complete copies of the landlord obligations Leases, including all amendments, modifications and supplements thereto. Except for the Leases, there are no agreements, written or oral, affecting or relating to construct tenant improvements or reimburse Seller's lease of the tenants for tenant improvements premises of the Restaurants.
(b) All base rent and additional rent, including prepaid rent and security deposits, under the Leases have been paid current through April 30, 1997, and all percentage rent (if applicable) under the Leases have been paid current through February 23, 1997.
(c) The amount of security deposit(s) and prepaid rent for each of the Leases is as specified in Schedule 14.5(c) hereto.
(d) Seller took possession of each Restaurant as of the date specified in Schedule 14.5(d) hereto.
(e) All work to be performed by the lessor or Seller, as the tenant, under the Leases has been completed.
(f) The Leases (i) are in fullfull force and effect; (ii) free from default and from any event that with the passage of time, the giving of notice, or both, otherwise would constitute a default or breach thereunder; (iii) Seller has no claims against the lessors or offsets or defenses against rent; (iv) the lessors of the Leases are in full compliance with their obligations under the Leases and there exists no dispute with the lessors relative to the Leases; and (v) there exists no dispute between Seller and any other tenant or merchants' association of the center or project in which the Leased Premises are located relating to any Lease.
(g) Seller has received no notice from the lessors of the Leases of any prior sale, transfer, assignment, hypothecation or pledge of the Leases or the rents payable thereunder, except as otherwise specified in Schedule 14.5(g).
(h) Seller has full possession of the Leased Premises, has not assigned the Leases or sublet any part of the Leased Premises, and does not hold the Leased Premises under an assignment or sublease, except as set forth on Section 1.04(e) of the Disclosure Schedulesin Schedule 1.3.
(di) No Purchased Entity is in default in To the performance best of Seller's knowledge, the Leased Premises (including the roof and roof membrane, exterior and structural walls, foundations, and other load-bearing components of the LeasesLeased Premises) are in good condition and repair. To the best of Seller's knowledge, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
all elevators, heating, ventilation and air conditioning systems (e) A true"HVAC"), correct and complete rent roll that sets forth a list of all rents plumbing, electrical, wiring, life safety, and other amounts payable by any equipment, appurtenances, systems and improvements are in good condition and repair and fully operational and functional. To the best of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent RollSeller's knowledge, there are no leasing or all parking areas and other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as paved surfaces appurtenant to the procuring of tenants.Leased Premises are
Appears in 1 contract
Leases. (a) TrueTo Seller’s knowledge, attached hereto as Exhibit B is a complete and accurate list of the leases and other occupancy agreements demising any portion of the space in the Improvements. All of the copies of the Leases delivered by Seller to Purchaser are true, complete and correct copies thereof as exist in Seller’s possession. The Leases will be the only Leases which affect the Property as of all Leasesthe Closing. To Seller’s knowledge, there are no lease brokerage agreements, leasing commission agreements, or other agreements providing for payments of any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (amounts for leasing activities or their equivalent) procuring tenants with respect thereto have been made available to Purchaser the Property (collectively, the “Commissions”) other than as disclosed in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) Exhibit M attached hereto and incorporated herein. To the Seller’s Knowledgeknowledge, (i) no Tenant each of the Leases is in full force and effect and there exists no default in or event, which, with the performance giving of notice or passage of time, or both, would constitute a default by Seller under any of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, Leases and (ii) all of the landlord obligations to construct there are no tenant improvements or reimburse work currently required to be performed by the tenants for tenant improvements landlord under the Leases have been Leases, or payments, costs and expenses currently required, or required in connection with the initial occupancy under any such Lease, to be paid and performed in fullby the landlord pursuant to the Leases, except or Commissions outstanding with respect to any Lease, including, without limitation, tenant improvement costs, lease buyout costs, reimbursement of tenant’s moving expenses or other out of pocket costs or allowances, required to be paid by the landlord under the Leases, other than as set forth on Section 1.04(e) of the Disclosure SchedulesExhibit N attached hereto and incorporated herein.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Leases. To Borrower's best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the "Rent Roll") Trueis true, complete and correct copies of all Leases, and the Property is not subject to any amendments thereto, any assignments and guaranties thereof, Leases other than the Leases described in the Rent Roll and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser existing subleases thereunder and the Master Lease. To Borrower's best knowledge no Person has any possessory interest in the Data-Room, a complete list of which is set forth on Section 3.10(a) Property or right to occupy the same except under and pursuant to the provisions of the Disclosure Schedules.
Leases (band any existing subleases thereunder) No leasing commission remains payable by any Purchased Entity in respect and the Master Lease. As of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, date hereof (i) no Tenant Borrower is in default in the performance owner and holder of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and landlord's interest under each Lease; (ii) all there are no prior assignments of the landlord obligations landlord's interest by Borrower (and to construct tenant improvements Borrower's knowledge any prior landlord) in any Lease or reimburse any portion of Rents which are presently outstanding and have priority over the tenants for tenant improvements under Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been paid and performed in fulldelivered by Borrower to Lender or made available to Lender and, to Borrower's knowledge, the Leases have not been further modified or amended, except as set forth disclosed to Lender in writing on Section 1.04(eor prior to the date hereof; (iv) of to Borrower's best knowledge, each Lease is in full force and effect; (v) to Borrower's best knowledge, except as disclosed on the Disclosure Schedules.
Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (d) No Purchased Entity collectively, the "Tenant Estoppels"), neither Borrower nor, to Borrower's knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the performance passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower's best knowledge, except as expressly set forth in the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Tenant Estoppels or on the Rent Roll, there are no leasing offsets or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as defenses to the payment of any leasing commissions portion of the Rents; and (vii) to Borrower's best knowledge, except as disclosed on the Rent Roll or fees regarding future leases or as to in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month in advance of the procuring due dates thereof. For purposes of tenantsthe preceding sentence, the term "Lease" shall exclude subleases including the subleases of space covered by the Master Lease.
Appears in 1 contract
Leases. (a) True, An accurate and complete Rent Roll and correct copies summary thereof in a form reasonably satisfactory to the Agent as of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements the date of inclusion of the Collateral Property in the Collateral (or their equivalentsuch other recent date as may be acceptable to the Agent) with respect thereto have to all Leases of any portion of the Collateral Property has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Collateral Property and in the Data-Room, a complete list of which is set forth on Section 3.10(a) Building relating thereto. Each of the Disclosure Schedules.
(b) No leasing commission remains payable by Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullrespect, except as set forth reflected on Section 1.04(e) the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of the Disclosure Schedules.
(d) No Purchased Entity is rent payments, credit, offset or deduction in default rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the performance of Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and Collateral Property or portion thereof other amounts payable by any of the Tenants than pursuant to their the Leases (reflected in Rent Rolls previously furnished to the “Rent Roll”) has been made available to Purchaser in Agent for the Data-RoomCollateral Property. Except as set forth in each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower nor the Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, there are no leasing furnished or other paid for by the Borrower or the Guarantor, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or commissions due, nor will any become due, payments are due from the Borrower or the Guarantor in connection with any Lease or any renewal or extension or expansion respect of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Bridge Loan Agreement (Ramco Gershenson Properties Trust)
Leases. The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered in connection with the origination of the Loan. To the Best of Mezzanine Borrower's Knowledge (a) Truewhich shall include consultation with Manager), such certified rent roll is true, complete and correct copies in all material respects as of all the date set forth therein. Except as described in the Ground Leases, no Person has any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser possessory interest in the DataProperty or right to occupy the same (other than typical short-Room, term occupancy rights of hotel guests which are not the subject of a complete list of which is set forth on Section 3.10(awritten agreement) of except under and pursuant to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance provisions of the Leases. To the Best of Mezzanine Borrower's Knowledge, nor has any notice of default been the current Leases are in full force and effect and there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to any Mezzanine Lender or the Tenant that is outstanding, and (ii) all estoppel certificates delivered to Mezzanine Lender in connection with the closing of the landlord Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Mezzanine Borrower's Knowledge, all construction and other obligations of a material nature to construct tenant improvements or reimburse be performed by the tenants for tenant improvements Mortgage Borrower under the Leases have been satisfied and) any required payments by Mortgage Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Mezzanine Borrower's Knowledge, no Tenant under any Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the Best of Mezzanine Borrower's Knowledge, the Rent has been paid and performed current under the Leases. To the Best of Mezzanine Borrower's Knowledge, no Rent has been paid more than one (1) month in fulladvance of its due date, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default disclosed in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant Tenant estoppel certificates delivered to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Lease or any renewal of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant or extension or expansion of any Lease, nor other Person under any understanding Lease or other agreement with has any party as right or option pursuant to payment such Lease or other agreement or otherwise to purchase all or any part of any leasing commissions or fees regarding future leases or as to the procuring of tenantsProperty.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete The rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases attached hereto as Schedule II (the “Rent Roll”) is true, complete and correct in all material respects and the Property is not subject to any Leases other than the Leases described on the Rent Roll. Mortgage Borrower is the owner and lessor of landlord’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases described on the Rent Roll, arrearage reports and Tenant estoppels delivered to and approved by Administrative Agent. Except as set forth on the Rent Roll, and to Borrower’s knowledge: (i) the Leases are in full force and effect and there are no defaults thereunder by either party, (ii) Borrower has delivered (or caused to be delivered) to Administrative Agent all the copies of the Leases in Borrower’s and Mortgage Borrower’s possession, (iii) no Rent (other than security deposits) has been made available paid more than one (1) month in advance of its due date, (iv) except as disclosed on Schedule III attached hereto all work to Purchaser in be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the Data-Room. Except applicable Tenant, (v) any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant or are to be received by the Tenant after the date hereof pursuant to the express terms of the applicable Lease, (vi) except as set forth in the Rent Roll, the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised Property and have commenced the payment of full, unabated rent under the Leases, (vii) Borrower has delivered (or has caused to be delivered) to Administrative Agent a true, correct and complete list of all security deposits made by Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Mortgage Borrower in accordance with the terms of the applicable Lease and applicable Legal Requirements, (viii) no Tenant under any Lease (or any sublease) is a Borrower Related Party, (ix) the Tenants under Leases are open for business and paying full, unabated rent and no Tenant has requested to discontinue its business at its demised premises, (x) other than pursuant to the Leasing Agreement, there are no leasing or other brokerage fees or commissions due, nor will any become due, due and payable in connection with the leasing of space at the Property, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or any renewal or extension or expansion of the space leased thereunder, and (xi) no Tenant has or is asserting any claim of offset or other defense, counterclaim or other claim in respect of such Tenant’s obligations or the lessor’s rights under any Lease, nor . No Tenant under any understanding Lease has a right or agreement with option pursuant to such Lease or otherwise to purchase all or any party as to payment part of any leasing commissions the leased premises or fees regarding future leases or as the building of which the leased premises are a part. Mortgage Borrower is sole owner of the lessor’s entire right, title and interest in and to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (KBS Strategic Opportunity REIT, Inc.)
Leases. A list of all of the Leases (abut not subleases entered into by any tenants under the Leases) Trueaffecting the Land or the Improvements on the date of this Agreement is attached to this Agreement as Exhibit C, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto which have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) Buyer for Buyer’s review. To the actual knowledge of Seller’s Knowledge, on the date of this Agreement (i) no Tenant is the Leases are in default good standing and in the performance of the Leasesfull force and effect in accordance with their respective terms, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(eExhibit C, the Leases have not been amended and (iii) except as set forth on Exhibit C, there has been no written claim of default under any of the Disclosure Schedules.
Leases on the part of any party thereto which remains uncured on the date of this Agreement. Seller’s representations under this Subsection shall not be deemed made with respect to the Lease held by Coach, Inc. of a portion of the Property. Seller shall not, without Buyer’s consent, voluntarily terminate or modify any of the Leases or enter into any new Leases. Notwithstanding the foregoing, if prior to the Closing Date any tenant under a Lease shall default under its Lease or any Lease is terminated (d) No Purchased Entity other than pursuant to a voluntarily termination by Seller), Buyer’s obligation to accept title to the Property and to pay the full Purchase Price shall not be affected, and this Agreement shall remain in full force and effect. Nothing contained in this Agreement shall prevent Seller from commencing any action, including a summary dispossesses proceeding or non-payment proceeding, against any tenant that is in default in under its Lease, or from applying any security deposit held by Seller. On the performance date of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Rollthis Agreement, there are no leasing or other fees or commissions due, nor will any become due, in connection due with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as respect to the procuring Leases. Seller shall request from Forest Electric Corp., and if received deliver to Buyer at the Closing, an estoppel letter in accordance with the Lease with Forest Electric Corp. If Forest Electric Corp. fails to deliver same, Seller shall not be in default under this Agreement and this Agreement shall remain in full force and effect in accordance with its terms and, notwithstanding the provisions of tenantsSection 8.3 Sellers’ representations in this Subsection with respect to that Lease shall survive the Closing without time limit.
Appears in 1 contract
Samples: Purchase Agreement (Coach Inc)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in To Borrower’s best knowledge the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents attached hereto as Schedule 3 together with the schedules and other amounts payable by any of the Tenants pursuant exhibits attached to their Leases such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and any existing subleases thereunder. To Borrower’s best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder). As of the date hereof (i) Borrower is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Borrower (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents (the “Assignment of Leases and Rents”), dated the date hereof, given by Borrower to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Purchaser Lender and, to Borrower’s knowledge, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the Data-Room. Except date hereof; (iv) to Borrower’s best knowledge, each Lease is in full force and effect; (v) to Borrower’s best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower’s best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no leasing offsets or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as defenses to the payment of any leasing commissions portion of the Rents; and (vii) to Borrower’s best knowledge, except as disclosed on the Rent Roll or fees regarding future leases or as to in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month in advance of the procuring due dates thereof. For purposes of tenantsthe preceding sentence, the term “Lease” shall exclude subleases.
Appears in 1 contract
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in To Borrower’s best knowledge the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents attached hereto as Schedule 3 together with the schedules and other amounts payable by any of the Tenants pursuant exhibits attached to their Leases such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder and the Master Lease. To Borrower’s best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder) and the Master Lease. As of the date hereof (i) Borrower is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Borrower (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Purchaser Lender and, to Borrower’s knowledge, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the Data-Room. Except date hereof; (iv) to Borrower’s best knowledge, each Lease is in full force and effect; (v) to Borrower’s best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower’s best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no leasing offsets or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as defenses to the payment of any leasing commissions portion of the Rents; and (vii) to Borrower’s best knowledge, except as disclosed on the Rent Roll or fees regarding future leases or as to in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month in advance of the procuring of tenantsdue dates thereof.
Appears in 1 contract
Leases. (a) TrueThere are no other leases, complete and correct copies licenses, subleases, occupancy agreements or other agreements for the use, possession or occupancy of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) portions of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s KnowledgeReal Property, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered other than those listed on Exhibit L attached to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereofthis Agreement. No notices of default have been received by any Purchased Entity.
(e) A Exhibit L contains a true, correct and complete list of all currently existing Leases at the Property to which Seller is a party; full, true and complete copies of all Leases and all amendments and guarantees relating thereto have heretofore been delivered to Buyer, or will be made available to Buyer as part of the Documents. To Seller's knowledge, each Lease is in full force and effect, and except as shown on Exhibit L, to Seller's knowledge, no rent roll that or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. Exhibit L sets forth a list true and correct listing of all rents and other amounts payable security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by any of the Tenants pursuant to their Leases (tenants under the “Rent Roll”) has been made available to Purchaser in the Data-RoomLeases. Except as set forth shown in the Rent RollExhibit L, there are no leasing or other fees or commissions dueSeller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor will has Seller received any become duewritten notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any Lease or any renewal or extension or expansion existing financing encumbering the Property, which is to be repaid by Seller and released as of the Closing. Except as described on Exhibit L, no tenant has given written notice to Seller of any Leasedefault or offsets, nor claims or defenses available to it. The only Tenant Inducement Costs in the nature of tenant improvement costs for space currently being leased under any understanding Leases in effect as of the date hereof (whether in the form of direct payments therefor required of Seller or agreement with any party as to payment in the form of any tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, in any such case which may hereafter be payable under or fees regarding future leases or as with respect to the procuring of tenantsLeases (and excluding, in any event any such Tenant Inducement Costs which may arise in connection with expansions or lease renewals/extensions hereafter occurring under or with respect to any such Leases) are identified in the Leases.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Leases. (a) True, Loan Parties have delivered to the Agent true and complete and correct copies of all Leases, the Leases and any amendments thereto, any assignments thereto relating to each Eligible Real Estate Asset required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) complete Rent Roll in all material respects as of the date of inclusion of each Eligible Real Estate Asset in the Unencumbered Asset Pool with respect thereto have to all Leases of any portion of the Eligible Real Estate Asset has been made available provided to Purchaser the Agent. The Leases previously delivered to the Agent as described in the Data-Room, a complete list of which is set forth on Section 3.10(a) preceding sentence constitute as of the Disclosure Schedules.
(b) date thereof the sole agreements relating to leasing or licensing of space at such Eligible Real Estate Asset and in the Building relating thereto. No leasing commission remains payable by any Purchased Entity in respect of tenant under any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered entitled to any Tenant that is outstandingfree rent, and (ii) all partial rent, rebate of the landlord obligations to construct tenant improvements rent payments, credit, offset or reimburse the tenants for tenant improvements under the Leases have been paid and performed deduction in fullrent, including, without limitation, lease support payments or lease buy-outs, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is reflected in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their such Leases (the “or such Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Schedule 6.22, the Rent RollLeases reflected therein are, as of the date of inclusion of the applicable Eligible Real Estate Asset in the Unencumbered Asset Pool, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Loan Party has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there are is no leasing basis for any such claim or other fees notice of default by any tenant which would result in a Material Adverse Effect. Borrower knows of no condition which with the giving of notice or commissions due, nor will the passage of time or both would constitute a default on the part of (i) any become duetenant with respect to the material terms under a Lease or (ii) the respective Loan Party as landlord under the Lease, in connection either case, that would, in the aggregate with any other defaults under Leases for the applicable Eligible Real Estate Asset, adversely affect more than five percent (5%) of the base rent generated by such Eligible Real Estate Asset. No security deposit or advance rental or fee payment has been made by any lessee or licensor under the Leases except as may be specifically designated in the Leases. No property other than the Eligible Real Estate Asset which is the subject of the applicable Lease or any renewal or extension or expansion of any is necessary to comply with the material requirements (including, without limitation, parking requirements) contained in such Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available Attached as Exhibit K to Purchaser in the Data-Room, this Agreement is a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete list of all currently existing Leases at the Property to which Seller is a party; full, true and complete copies of all Leases and all amendments and guarantees relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Documents). To Seller’s knowledge, each Lease is in full force and effect, and except as shown on Exhibit L, to Seller’s knowledge, no rent roll that or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one month in advance. Exhibit K sets forth a list true and correct listing of all rents and other amounts payable security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by any of the Tenants pursuant to their Leases (tenants under the “Rent Roll”) has been made available to Purchaser in the Data-RoomLeases. Except as set forth shown in the Rent RollExhibit L, there are no leasing or other fees or commissions dueSeller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor will has Seller received any become duewritten notices of a landlord default from any tenants under Leases which remain uncured. None of Seller’s interest in any Lease or of Seller’s right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any Lease or any renewal or extension or expansion existing financing encumbering the Property, which is to be repaid by Seller and released as of the Closing. Except as described on Exhibit L, no tenant has given written notice to Seller of any Leasedefault or offsets, nor claims or defenses available to it. The only Tenant Inducement Costs in the nature of tenant improvement costs for space currently being leased under any understanding Leases in effect as of the date hereof (whether in the form of direct payments therefor required of Seller or agreement with any party as to payment in the form of any tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, in any such case which may hereafter be payable under or fees regarding future leases or as with respect to the procuring of tenantsLeases (and excluding, in any event any such Tenant Inducement Costs which may arise in connection with expansions or lease renewals/extensions hereafter occurring under or with respect to any such Leases) are identified in Exhibit K hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Seachange International Inc)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (Seller is the lessor or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option landlord under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent RollLease Schedule, there are no other leases or occupancy agreements affecting the Premises (other than subleases of which Seller has no knowledge). The Lease Schedule contains, among other things, a true and complete list of all Leases, including all amendments, escrow agreements and guarantees related thereto, and all security deposits held by Seller, and Seller has made available to Purchaser for Purchaser’s review in the online data room maintained by Seller or delivered to Purchaser, true and complete and accurate copies of all Leases set forth on the Lease Schedule. Except as set forth on Exhibit B-1 hereto, (a) Seller has not received any written notices from any of the tenants under the Leases asserting that Seller is in default in any material respects under any of the respective Leases (other than defaults which have been cured) and (b) there are no such outstanding defaults by Seller of a material nature as of the Effective Date. Except as set forth on Exhibit B-1 hereto and on the Delinquency Report, Seller has not delivered any written notices to any of the tenants under the Leases asserting that any default has occurred under any of the respective Leases (other than defaults which have been cured), and Seller has no knowledge of any such defaults of a material nature or the occurrence of any event which with the giving of notice or the passage of time would become a material default. Except as set forth in the rent roll attached hereto as Exhibit B-2 (the "Rent Roll”) or Exhibit B-1 hereto, (i) the Leases are in full force and effect, (ii) no base rent has been prepaid under any of the Leases more than thirty (30) days in advance and (iii) all security deposits that are required to be delivered under the Leases to Seller have been so delivered. Except as may be set forth on Exhibit B-1 hereto, no tenant is entitled to any agreed rent credit, free rent or has asserted any claim or offset against the rent payable by it under its Lease from and after the date hereof. As of the Effective Date, there are no Tenant Inducement Costs (as hereinafter defined) or leasing commissions now due or which could become due under Existing Leases (as hereinafter defined) except as set forth on Exhibit N hereto. Notwithstanding anything to the contrary contained in this Agreement, Seller does not represent or warrant that any particular Lease will be in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder. The termination of any Lease prior to Closing by reason of the tenant’s default shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any other claim on the part of Purchaser. Except as set forth on Exhibit B-1 hereto, no brokerage or leasing commission or other fees compensation is now, or commissions duewill at Closing be, nor will due or payable to any become dueperson, in connection firm, corporation, or other entity with respect to or on account of any Lease of the Leases, or any renewal extensions or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsrenewals thereof.
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Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in To Borrower’s best knowledge the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents attached hereto as Schedule 3 together with the schedules and other amounts payable by any of the Tenants pursuant exhibits attached to their Leases such rent roll (collectively, the “Rent Roll”) is true, complete and correct and the Property is not subject to any Leases other than the Leases described in the Rent Roll and those additional Leases (if any) on Schedule 2 attached hereto and any existing subleases thereunder. To Borrower’s best knowledge no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases (and any existing subleases thereunder) or pursuant to the Ground Lease. As of the date hereof (i) Borrower is the owner and holder of the landlord’s interest under each Lease; (ii) there are no prior assignments of the landlord’s interest by Borrower (and to Borrower’s knowledge any prior landlord) in any Lease or any portion of Rents which are presently outstanding and have priority over the Assignment of Leases and Rents; (iii) true and correct copies of the Leases have been delivered by Borrower to Lender or made available to Purchaser Lender and, to Borrower’s knowledge, the Leases have not been further modified or amended, except as disclosed to Lender in writing on or prior to the Data-Room. Except date hereof; (iv) to Borrower’s best knowledge, each Lease is in full force and effect; (v) to Borrower’s best knowledge, except as disclosed on the Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (collectively, the “Tenant Estoppels”), neither Borrower nor, to Borrower’s knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing or in any Tenant Estoppels, Borrower knows of no event which, but for the passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrower’s best knowledge, except as expressly set forth in the Leases, the Tenant Estoppels or on the Rent Roll, there are no leasing offsets or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as defenses to the payment of any leasing commissions portion of the Rents; and (vii) to Borrower’s best knowledge, except as disclosed on the Rent Roll or fees regarding future leases or as to in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month in advance of the procuring due dates thereof. For purposes of tenantsthe preceding sentence, the term “Lease” shall exclude subleases.
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Leases. The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered in connection with the origination of the Loan. To the Best of Mezzanine Borrower's Knowledge (a) Truewhich shall include consultation with Manager), such certified rent roll is true, complete and correct copies in all material respects as of all the date set forth therein. Except as described in the Ground Leases, no Person has any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser possessory interest in the DataProperty or right to occupy the same (other than typical short-Room, term occupancy rights of hotel guests which are not the subject of a complete list of which is set forth on Section 3.10(awritten agreement) of except under and pursuant to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance provisions of the Leases. To the Best of Mezzanine Borrower's Knowledge, nor has any notice of default been the current Leases are in full force and effect and there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to any Mezzanine Lender or the Tenant that is outstanding, and (ii) all estoppel certificates delivered to Mezzanine Lender in connection with the closing of the landlord Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Mezzanine Borrower's Knowledge, all construction and other obligations of a material nature to construct tenant improvements or reimburse be performed by the tenants for tenant improvements Mortgage Borrower under the Leases have been satisfied and) any required payments by Mortgage Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Mezzanine Borrower's Knowledge, no Tenant under any Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the best of Borrower's Knowledge, the Rent has been paid and performed current under the Leases. To the best of Borrower's Knowledge, no Rent has been paid more than one (1) month in fulladvance of its due date, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default disclosed in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant Tenant estoppel certificates delivered to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Lease or any renewal of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant or extension or expansion of any Lease, nor other Person under any understanding Lease or other agreement with has any party as right or option pursuant to payment such Lease or other agreement or otherwise to purchase all or any part of any leasing commissions or fees regarding future leases or as to the procuring of tenantsProperty.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Leases. (a) TrueSection 2.10 of the Disclosure Schedule sets forth a true, complete and correct list, as of the date hereof, of all Leases (including Sign Location Leases), the name of the lessor or sublessor, the primary lease term and any title insurance policies and the commitments and surveys with respect thereto and any Liens thereon and a brief description thereof. True and complete copies of the Leases and all Leaseswritten riders, any addenda, amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance other agreements (or their equivalent) with respect and all title policies to the commitments and surveys in either Seller's possession relating thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomBuyer. Except as set forth in Section 2.10 of the Rent RollDisclosure Schedule, each Seller party to a Lease has a valid leasehold interest in such Lease free and clear of all Liens, other than Permitted Liens. No consent is required (or the requirement for the same has been waived in writing prior to the date hereof by the Buyer) of any landlord or other third party to any Lease to consummate the transactions contemplated hereby and upon consummation of the transactions contemplated hereby, each Lease will continue to entitle the respective Seller to the use and possession of the real property specified in such Leases and for the purposes for which such real property is now being used by the Sellers. Neither of the Sellers is in default beyond any applicable notice or grace period and has not received written notice of default still outstanding on the date hereof under any such Lease, and to the best of each of the Sellers' knowledge, there are exists no leasing uncured default thereunder by any third party. With respect to any Leases whereon there exists a Display, unless otherwise set forth in Section 2.10 of the Disclosure Schedule, said Display is owned by the Seller indicated in Section 2.10 of the Disclosure Schedule and is conveyed in accordance with this Agreement. Upon request from the Buyer, each Seller shall use its best efforts to obtain an estoppel certificate from the lessor or other fees or commissions due, nor will any become due, in connection with sublessor under any Lease or any renewal or extension or expansion for which the Buyer requests such Seller to obtain such estoppel certificate. Neither of the Sellers is aware of any circumstances involving a dispute, oral modification, misunderstanding, forebearance program or intention to terminate the relationship thereunder (either at present or in the future) regarding or in relation to any Lease, nor under any understanding or agreement . Each Lease has been entered into on terms substantially consistent with any party as to payment of any leasing commissions or fees regarding future leases or as industry standards and practices with respect to the procuring of tenantssubject matters thereof.
Appears in 1 contract
Samples: Option and Asset Purchase Agreement (Universal Outdoor Holdings Inc)
Leases. (a) TrueThe Properties are not subject to any Leases other than ------ the Leases described in the rent rolls delivered to Lender in connection with this Agreement. No person has any possessory interest in any of the Properties or right to occupy the same except under and pursuant to the provisions of the Leases and the right of the lessor under the Ground Lease to occupy a portion of the related Individual Property pursuant to the terms and provisions of Article XLI of the Ground Lease. Other than as set forth in the estoppel certificates from tenants under Leases delivered to Lender in connection with the Loan, complete to Borrower's knowledge, the current Leases are in full force and correct copies effect and there are no defaults thereunder by either party and there are no conditions that, with the passage of all time or the giving of notice, or both, would constitute defaults thereunder. Borrower is the sole owner of the entire lessor's interest in the Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto . None of the Rents reserved in the Leases have been made available assigned or otherwise pledged or hypothecated other than pursuant to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) Loan Documents. None of the Disclosure Schedules.
Rents have been collected for more than one (b1) No leasing commission remains payable by any Purchased Entity month in respect advance of any Lease (or renewal thereof) or any expansion option when due under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements applicable Lease. The premises demised under the Leases have been paid completed and performed in full, except the tenants under the Leases have accepted the same and have taken possession of the same on a rent-paying basis other than those tenants under Leases for which premises are being constructed or renovated as a condition to occupancy. Other than as set forth on Section 1.04(e) in the estoppel certificates from tenants under Leases delivered to Lender in connection with the Loan, to Borrower's knowledge, there exist no offsets or defenses to the payment of any portion of the Disclosure Schedules.
(d) Rents. No Purchased Entity is in default in the performance Lease contains an option to purchase, right of the Leasesfirst refusal to purchase, nor or any other similar provision. No Person has any Purchased Entity committed possessory interest in, or right to occupy any breach thereof. No notices portion of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants Properties except under and pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Rooma Lease. Except as set forth in on Schedule VI hereto, to Borrower's knowledge, all of the Rent Roll, there Leases are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as subordinate ----------- to the procuring applicable Mortgage either pursuant to their terms or recorded subordination agreements and all of tenantsthe Leases provide that the tenant thereunder agrees to attorn to Lender.
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Leases. (a) True, complete and correct copies of all Borrower has not entered into any Leases, any amendments thereto, any assignments and guaranties thereof, and any subleases or other arrangements for occupancy of space within the Project that are currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except effect other than as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity rent roll attached hereto as Exhibit H, which Borrower certifies is true and correct in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereofall material respects. No notices of default have been received by any Purchased Entity.
(e) A trueTrue, correct and complete rent roll that sets forth a list copies of Borrower’s form lease and all rents and other amounts payable by any of the Tenants pursuant Leases, as amended, have been delivered to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomLender. Except as set forth disclosed to Lender in writing, all Leases are in full force and effect and each Lease constitutes the Rent Rolllegal, there are no leasing valid and binding obligation of Borrower and, to the best of Borrower’s Knowledge and belief, is enforceable against the Tenant thereof. Except as disclosed to Lender in writing, to the best of Borrower’s Knowledge, Borrower is not in default under any Lease. Borrower has disclosed to Lender in writing any monetary default, and any material non-monetary default of which Borrower or other fees or commissions duethe property manager has given notice to such Tenant, nor will by any become due, in connection with Tenant under any Lease or any renewal or extension or expansion and no notice of termination has been issued under any Lease, nor . No Tenant under any understanding Lease has, as of the date hereof, paid rent more than thirty (30) days in advance, and the rents under such Leases have not been waived, released, or agreement otherwise discharged or compromised. All security deposits required under such Leases have been fully funded and are held by Borrower in a separate segregated account in compliance with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsapplicable Law.
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Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all Any rents and other amounts prepaid, accrued or due and payable by under any of the Tenants Ground Lease, the Conference Center Lease and the Tenant Leases shall be prorated as of the Cut-Off Time between Seller and Purchaser. Purchaser shall receive a credit for all assignable security deposits held by Seller under the Tenant Leases which are not transferred to Purchaser, and Purchaser thereafter shall be obligated to refund or apply such deposits in accordance with the terms of such Tenant Leases. Purchaser shall not receive a credit for any non-assignable security deposits held by Seller which Seller shall return to the tenant under such Tenant Lease, and Purchaser shall obtain any replacement security deposit from such tenant. Seller shall also receive a credit for the “Escrow Funds” currently being held pursuant to their Leases (the “Rent Roll”) has been made available Lease Escrow Agreement and such Escrow Funds will remain on deposit on behalf of Purchaser pursuant to the Lease Escrow Agreement. Delinquent rents and other such amounts, if any, shall not be prorated and all rights thereto shall be retained by Seller, who reserves the right to collect and retain such delinquent rents and other such amounts, and Purchaser agrees to cooperate with Seller in Seller’s efforts to collect such sums. If, at any time after the Closing, Purchaser shall receive any such delinquent rents, Purchaser shall promptly remit such amounts to Seller, provided that any monies received by Purchaser from a delinquent tenant shall be applied first to current rents then due and payable and then to delinquent rents in the Data-Roominverse order in which they became due and payable. Except as set forth in The previous sentence shall survive the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.Closing
Appears in 1 contract
Samples: Purchase and Sale Agreement (Carey Watermark Investors Inc)
Leases. The Building is 100% leased to Xxxx/Chicago Bridge and Iron Co. (a) True, complete "Xxxx/Chicago Bridge and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereofIron"), and there are no other leases, licenses, subleases, occupancy agreements or other agreements for the use, possession or occupancy of any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) portions of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s KnowledgeReal Property, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered other than those listed on Exhibit L attached to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereofthis Agreement. No notices of default have been received by any Purchased Entity.
(e) A Exhibit L contains a true, correct and complete list of all currently existing Leases at the Property to which Seller is a party; full, true and complete copies of all Leases and all amendments and guaranties relating thereto have heretofore been delivered to Buyer (or made available to Buyer as part of the Documents). To Seller's knowledge, each Lease is in full force and effect, and except as shown on Exhibit L, to Seller's knowledge, no rent roll that or other amounts payable under the Leases is more than one (1) month in arrears or has been paid more than one (1) month in advance. Seller has the last month’s rent on deposit for the existing Lease and the same will be assigned to Buyer at Closing. Exhibit L sets forth a list true and correct listing of all rents and other amounts payable security deposits (indicating cash or letter of credit) or prepaid rentals made or paid by any of the Tenants pursuant to their Leases (tenants under the “Rent Roll”) has been made available to Purchaser in the Data-RoomLeases. Except as set forth shown in the Rent RollExhibit M, there are no leasing or other fees or commissions dueSeller has not delivered any written notices of tenant default to any tenants under Leases which remain uncured, nor will has Seller received any become duewritten notices of a landlord default from any tenants under Leases which remain uncured. None of Seller's interest in any Lease or of Seller's right to receive the rentals payable by the tenant thereunder has been assigned, conveyed, pledged or in any manner encumbered by Seller, except in connection with any Lease or any renewal or extension or expansion existing financing encumbering the Property, which is to be assumed by Buyer as of the Closing. Except as described on Exhibit M, no tenant has given written notice to Seller of any Leasedefault or offsets, nor claims or defenses available to it. The only Tenant Inducement Costs in the nature of tenant improvement costs for space currently being leased under any understanding Leases in effect as of the date hereof (whether in the form of direct payments therefor required of Seller or agreement with any party as to payment in the form of any tenant improvement allowances payable by Seller) or for leasing commissions for leased premises currently being leased under any such Leases, in any such case which may hereafter be payable under or fees regarding future leases or as with respect to the procuring of tenantsLeases (and excluding, in any event any such Tenant Inducement Costs which may arise in connection with expansions or lease renewals/extensions hereafter occurring under or with respect to any such Leases) are identified in Exhibit L hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Leases. To Borrowers’ best knowledge the rent roll attached hereto as Schedule 3 together with the schedules and the exhibits attached to such rent roll (acollectively, the "Rent Roll") Trueis true, complete and correct copies of all Leases, and the Property is not subject to any amendments thereto, Leases other than the Leases described in the Rent Roll. The Property is not subject to any assignments and guaranties thereof, Leases other than the Leases described in the Rent Roll and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser existing subleases thereunder. To Borrowers’ best knowledge no Person has any possessory interest in the Data-Room, a complete list of which is set forth on Section 3.10(a) Property or right to occupy the same except under and pursuant to the provisions of the Disclosure Schedules.
Leases (b) No leasing commission remains payable by and any Purchased Entity in respect existing subleases thereunder). As of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, date hereof (i) no Tenant is in default in Borrowers are the performance owner and holder of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and landlord’s interest under each Lease; (ii) all there are no prior assignments of the landlord obligations landlord’s interest by Borrowers (and to construct tenant improvements Borrowers’ knowledge any prior landlord) in any Lease or reimburse any portion of Rents which are presently outstanding and have priority over the tenants for tenant improvements under Assignment of Leases and Rents (the "Assignment of Leases and Rents"), dated the date hereof, given by Borrowers to Lender and intended to be duly recorded; (iii) true and correct copies of the Leases have been paid and performed in fulldelivered by Borrowers to Lender and, to Borrowers’ best knowledge, the Leases have not been further modified or amended, except as set forth disclosed to Lender in writing on Section 1.04(eor prior to the date hereof; (iv) of to Borrowers’ best knowledge, each Lease is in full force and effect; (v) to Borrowers’ best knowledge, except as disclosed on the Disclosure Schedules.
Rent Roll or in any tenant estoppels delivered to Lender in connection with the Loan (d) No Purchased Entity collectively, the "Tenant Estoppels"), neither Borrowers nor, to Borrowers’ knowledge, any tenant under any Lease is in default under any of the material terms, covenants or provisions of the Lease, and, except as disclosed to Lender in writing, Borrowers know of no event which, but for the performance passage of time or the giving of notice or both, would constitute an event of default under any Lease; (vi) to Borrowers’ best knowledge, except as expressly set forth in the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Tenant Estoppels or on the Rent Roll, there are no leasing offsets or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as defenses to the payment of any leasing commissions portion of the Rents; and (vii) to Borrowers’ best knowledge, except as disclosed on the Rent Roll or fees regarding future leases or as to in any Tenant Estoppel, all Rents due and payable under each Lease have been paid in full and, except for estimated payments of operating expenses and taxes made by tenants in accordance with their Leases, no Rents have been paid more than one (1) month in advance of the procuring due dates thereof. For purposes of tenantsthe preceding sentence, the term "Lease" shall exclude subleases including the subleases of space covered by the Master Lease.
Appears in 1 contract
Leases. (a) There are no leases or occupancy agreements currently in effect which affect the Property other than the Leases, and no person is in possession of or has any possessory rights with respect to any portion of the Property except the Tenants under the Leases. True, correct and complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto Leases have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingBuyer as part of the Due Diligence Items. To Seller’s knowledge, and (ii) all of the landlord obligations to construct tenant improvements Leases are in full force and effect. No rentals or reimburse the tenants for tenant improvements other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the Rent Roll). All security and performed other deposits of any type required under the Leases have been paid in full, except as set forth are being held by or on Section 1.04(e) behalf of Seller and are accurately shown on the Disclosure Schedules.
(d) No Purchased Entity Rent Roll. To Seller’s knowledge, there is in no material default in the performance of the Leases, nor has by Seller or any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by Tenant under any of the Leases and none of the Tenants pursuant under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to their Leases (Buyer as part of the “Rent Roll”) has been made available to Purchaser in the Data-RoomDue Diligence Items. Except as set forth in on Exhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Leases to provide tenant improvements or tenant improvement allowances or other cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing. Except as set forth on the Rent Roll, there are no leasing or other fees or commissions dueto Seller’s knowledge, nor will any become due, in connection with any none of the Tenants has assigned its Lease or sublet all or any renewal or extension or expansion part of any the premises covered by its Lease. To Seller’s knowledge, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.information on tenant delinquencies in the Due Diligence Items is true, accurate and complete;
Appears in 1 contract
Leases. It is known and has been known by the Buyer that the Seller has a current lease on the property with two years remaining on a five year leasehold term for the purpose of planting and harvesting certain crops. It has been discussed between the parties the issue of leasing the premise and planting crop during the term of the option. To that end the parties have hereto agreed as follows:
(ai) TrueBuyer agrees that if it causes damage to said crops through its activities on the Premises as set out in paragraph B or otherwise, complete or if the Tenant is unable to harvest its crops due to Buyer's activities on the premises, that the Buyer will be liable for those actual damages arising therefrom. The parties agree that the damages will be calculated on a per acre basis and correct copies shall not exceed the value of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) one hundred twenty five percent of the average yield per acre for that particular crop with respect thereto have been made available to Purchaser all farm numbers used by tenant in Northampton County for the Data-Room, a complete list crop year in which such damages occur. If the parties can't agree on the amount of which is set forth on Section 3.10(a) acreage damaged or the amount of the Disclosure Schedulesdamages done per acre then an arbitrator shall be selected in accordance with laws of the state of North Carolina who shall determine said damages on the basis as set out herein.
(bii) No leasing commission remains payable by any Purchased Entity in respect In the event the Buyer elects to extend the option after the first one hundred eighty day period, the Seller shall cause the termination of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercisedthe lease on the property and have executed a release of all claims the tenant may have against both the Buyer and Seller.
(ciii) To The Seller has informed the Seller’s Knowledge, (i) no Tenant is in default in Buyer that should it close the performance sale of the Leases, nor has any notice of default been delivered property pursuant to any Tenant that is outstanding, and (ii) all the terms of the landlord obligations option and request the same that he would have all leases against the property terminated so that the Buyer would take title free and clear of all such leases. To that end, Seller shall terminate the leasehold with the Tenant and provide written notice thereof to construct tenant improvements Buyer thereof at least 72 hours prior to closing that such termination has occurred. Furthermore, Seller shall provide to Buyer a written release from Tenant for all claims it may have as against the Buyer, Seller or reimburse the tenants property itself. Seller shall be responsible for tenant improvements under any and all costs and damages resulting from such termination or releases. Buyer shall have the Leases have been paid option to waive this requirement in whole or part and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedulesproceed to close.
(div) No Purchased Entity Since it is in default in contemplated that the performance property will be used for immediate industrial development by the Buyer, the Seller agrees that he will not relet the property or extend the terms of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any current lease without the prior written consent of the Tenants pursuant Buyer after Buyer has given notice to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsexercise this option.
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Leases. (a) TrueThe Property is not subject to any leases, complete and correct copies subleases, licenses, concessions or other agreements related to the leasing or renting of all Leases, the Property or any amendments thereto, any assignments and guaranties portion thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any except for Principal Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledgeas amended from time to time), (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
Rent Roll (d) as defined herein). No Purchased Entity is in default person has any possessory interest in the performance of Property or right to occupy the Leasessame, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants than pursuant to their the Principal Leases disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Borrower’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been made available delivered to Purchaser Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of rent under its Lease; and (vi) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the Data-Room. Except estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) except as set forth disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lender in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) to the best of Borrower’s knowledge and belief, there are each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors; and (xi) except as specifically described in the Title Insurance Policy, no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with provides any party as with the right to payment of any leasing commissions obtain a lien or fees regarding future leases or as encumbrance upon the Property superior to the procuring lien of tenantsthis Deed of Trust.
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Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which rent roll attached hereto as Schedule I is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete in all material respects and the Property is not subject to any Leases other than the Leases described in Schedule I, (b) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, the Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by any party thereto and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder, (c) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, the copies of the Leases delivered to Lender are true, correct and complete, and there are no oral agreements with respect thereto, (d) no Rent (including security or other deposits) has been paid more than one (1) month in advance of its due date, (e) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, all work to be performed by the landlord under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, any payments, free rent, partial rent, rebate of rent roll that sets forth or other payments, credits, allowances or abatements required to be given by the landlord to any Tenant has already been received by such Tenant, (g) all security or other deposits are being held in accordance with the applicable Leases and all applicable Legal Requirements, (h) except as disclosed by a list tenant estoppel certificate received by Lender prior to the date hereof, Borrower has no knowledge of all rents and other amounts payable by any notice of termination or default with respect to any Lease; (i) Borrower has not assigned or pledged any of the Tenants pursuant Leases, the rents or any interest therein except to their Leases Lender, (j) no Tenant or other Person has an option, right of first refusal or offer or any other preferential right to purchase all or any portion of, or interest in, the “Rent Roll”Property, (k) has been made available except as disclosed by a tenant estoppel certificate received by Lender prior to Purchaser the date hereof or as expressly provided in the Data-Room. Except Lease, no Tenant has any right or option for additional space in the Improvements, (l) except as disclosed by a tenant estoppel certificate received by Lender prior to the date hereof, no Tenant has assigned its Lease or sublet all or any portion of the premises demised thereby, (m) except as expressly set forth in the Rent RollLease, there are no leasing Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, (n) except as disclosed by a tenant estoppel certificate or other fees ESA received by Lender prior to the date hereof and to Borrower’s Actual Knowledge, no Hazardous Substances have been disposed, stored or commissions duetreated by any Tenant on, nor will under or about the Property in violation of Environmental Law and (o) Borrower does not have any become dueknowledge of any Tenant’s intention to use its leased premises for any activity which, in connection with directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Lease petroleum product or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsother Hazardous Substances.
Appears in 1 contract
Samples: Loan Agreement (American Realty Capital - Retail Centers of America, Inc.)
Leases. The Property is not subject to any Leases other than the Leases described in the Rent Roll attached hereto as Exhibit C, which Rent Roll is accurate and complete in all material respects as of the date hereof. Borrower is the sole owner of the entire lessor’s interest in the Leases. No Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. The Leases are valid and enforceable and have not been altered, modified or amended in any manner since copies of same were last delivered to Lender. None of the Rents (aincluding security deposits) Truehave been collected for more than one (1) month in advance. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule 1 hereto, complete all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant have already been received by such tenant. The current Leases are in full force and effect and, to Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule 1, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. There has been no prior Transfer of any Lease or of the Rents received therein, other than to Borrower and sales, transfers, assignments, hypothecations or pledges which may have been made by the tenants under the Leases. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule 1 hereto, no tenant listed on Exhibit C has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. Except as may be set forth in the Leases, no tenant under any Lease has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as may be set forth in the Leases, no tenant under any Lease has any right or option for additional space in the Improvements. To Borrower’s actual knowledge no tenant intends to use its leased premises on the Property for any activity which, directly or indirectly, involves the use, generation, treatment, storage, transportation or Release of any Hazardous Materials in violation of Environmental Law. True and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser Leases in the Data-Room, a complete list of which is set forth on Section 3.10(a) existence as of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been Closing Date were delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as Lender prior to the procuring execution of tenantsthis Agreement.
Appears in 1 contract
Samples: Loan Agreement (Cole Credit Property Trust Iv, Inc.)
Leases. Borrower represents and warrants to Lender with respect to the Leases that: (a) Truethe Rent Roll attached hereto as Schedule I is true, complete and correct copies correct, the Property is not subject to any Leases other than the Leases described in Schedule I, Mortgage Borrower is the sole owner of all landlord’s interest in the Leases, and no Person has any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser possessory interest in the Data-Room, a complete list of which is set forth on Section 3.10(a) of Property or right to occupy the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option same except under such Lease that has been exercised.
(c) To and pursuant to the Seller’s Knowledge, (i) no Tenant is in default in the performance provisions of the Leases, nor has (b) the Leases identified on Schedule I are in full force and effect and there are no material defaults thereunder by either party except (i) as provided in any notice of default been delivered estoppel certificates or similar documents provided to any Tenant that is outstandingLender (collectively, and the “Estoppels”), (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth disclosed in the Rent Roll, or (iii) as otherwise disclosed by Mortgage Borrower to Lender attached hereto as Schedule IV (the “Additional Disclosures”) (collectively, the Additional Disclosures, the Rent Roll and the Estoppels, the “Lease Disclosures”), (c) the copies of the Leases delivered to Lender are true and complete, and there are no leasing oral agreements with respect thereto, (d) except as provided in the Lease Disclosures, no Rent (including security deposits) has been paid more than one (1) month in advance of its due date, (e) except as provided in the Lease Disclosures, all work to be performed by Mortgage Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, (f) any payments, free rent, partial rent, rebate of rent or other fees payments, credits, allowances or commissions dueabatements required to be given by Mortgage Borrower to any Tenant has already been received by such Tenant, (g) all security deposits are being held in accordance with Legal Requirements (h) except as provided in the Lease Disclosures, neither the landlord nor will any become dueTenant is in default under any of the Leases; (i) except as provided in the Lease Disclosures, in connection Borrower has no knowledge of any notice of termination or default with respect to any Lease Lease; (j) Mortgage Borrower has not assigned or pledged any of the Leases, the rents or any renewal interests therein except to Mortgage Lender; (k) except as provided in the Lease Disclosures, no Tenant or extension other party has an option or expansion right of first refusal or offer, to purchase all or any portion of the Property; and (l) no Tenant has the right to terminate its Lease prior to expiration of the stated term of such Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
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Leases. The Lease Schedule contains a true and complete schedule of all Leases of the Property. The documents constituting the Leases that Seller has delivered to Buyer are true and complete copies of the Leases affecting the Property in Seller’s possession, including any and all renewals, extensions, amendments, letter agreements, assignments, and guarantees related thereto. The rent roll attached hereto as Schedule 8.1.4-A is the rent roll used by Seller in its operation of the Property. Seller has not assigned its rights in any of the Leases or the rents payable thereunder or any interest therein that will not be released at Closing. Schedule 8.1.4-B contains a true and complete schedule of all outstanding and unpaid free rent, tenant improvement costs and allowances, and leasing commissions, for the current term of all Leases (athe “Unpaid Lease Expenses”). The Leases are in full force and effect and, to the best of Seller’s knowledge, there are no existing defaults by Seller, as landlord, or any state of facts which with the passage of time or the giving of notice or both, would constitute an event of default by Seller, as landlord, or any tenant under any of the Leases except as shown on Schedule 8.1.4-C, and Seller has not provided any tenant a current notice of default except as shown on Schedule 8.1.4-C. No tenant is currently auditing any CAM expenses, except as shown on Schedule 8.1.4-D and, as between Seller and Buyer, Seller shall be responsible for any and all costs, expenses and claims of such tenants with respect to such audits and the results thereof. No tenant under any Lease is delinquent more than thirty (30) Truedays in the payment of rent under any Lease, complete except as shown on Schedule 8.1.4-E. Seller has received no written notice of any bankruptcy or insolvency proceedings pending or threatened in writing with respect to the tenants under the Leases. The copies of the brokerage agreements made available to Buyer with the Seller Information are true and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereofbrokerage agreements in effect with respect to the Property, and any currently effective forbearance Seller has provided copies of all brokerage agreements (or their equivalent) in effect with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains Property to Buyer. Seller has paid all amounts due and payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedulesbrokerage agreements.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (RREEF Property Trust, Inc.)
Leases. (a) TrueSeller has or will deliver to Buyer true, accurate and complete and correct copies of all Leasesof the Leases and there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any amendments thereto, any assignments and guaranties thereofportion of the Real Property, and no persons, tenants or entities occupy space in the Real Property. There are no options or rights to renew, extend or terminate the Leases or expand any currently effective forbearance agreements (Lease premises, except as shown in the Leases. No brokerage commission or their equivalent) similar fee is due or unpaid by Seller with respect thereto have been made available to Purchaser in the Data-Roomany Lease, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission remains payable by any Purchased Entity in respect of or fee under any Lease (or extension, expansion or renewal thereof) . The Leases and any guaranties thereof are in full force and effect, and are subject to no defenses, setoffs or any expansion option under such Lease that has been exercised.
(c) To counterclaims for the benefit of the Tenants thereunder. Neither Seller nor, to Seller’s Knowledgeknowledge, (i) no any Tenant is in default under its Lease. Seller is in full compliance with all of the performance of landlord’s obligations under the Leases, nor and (except insofar as such an obligation might be inferred from the Roof Contracts), Seller has any notice of default been delivered no obligation to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other concessions. No rent or other payments have been paid collected in advance for more than one (1) month and performed in fullno rents or other deposits are held by Seller, except as set forth on Section 1.04(e) of the Disclosure Schedulessecurity deposits paid or credited to Buyer at Closing, Replacement Reserve escrowed funds to be applied to Roof Contracts, and rent for the current month.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Purchase and Sale Agreement (NNN Healthcare/Office REIT, Inc.)
Leases. (a) There are no leases or occupancy agreements currently in effect which affect the Property other than the Leases, and no person is in possession of or has any possessory rights with respect to any portion of the Property except the Tenants under the Leases, True, correct and complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto Leases have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingBuyer as part of the Due Diligence Items. To Seller’s knowledge, and (ii) all of the landlord obligations to construct tenant improvements Leases are in full force and effect. No rentals or reimburse the tenants for tenant improvements other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the Rent Roll). All security and performed other deposits of any type required under the Leases have been paid in full, except as set forth are being held by or on Section 1.04(e) behalf of Seller and are accurately shown on the Disclosure Schedules.
(d) No Purchased Entity Rent Roll. To Seller’s knowledge, there is in no material default in the performance of the Leases, nor has by Seller or any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by Tenant under any of the Leases and none of the Tenants pursuant under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to their Leases (Buyer as part of the “Rent Roll”) has been made available to Purchaser in the Data-RoomDue Diligence Items. Except as set forth in on Exhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Leases to provide tenant improvements or tenant improvement allowances or other cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing, Except as set forth on the Rent Roll, there are no leasing or other fees or commissions dueto Seller’s knowledge, nor will any become due, in connection with any none of the Tenants has assigned its Lease or sublet all or any renewal or extension or expansion part of any the premises covered by its Lease. To Seller’s knowledge, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.information on tenant delinquencies in the Due Diligence Items is true, accurate and complete;
Appears in 1 contract
Leases. (a) TrueSection 4.27 of the Disclosure Schedule identifies any Leased Real Property that is used in connection with the business of CSI, any Acquired Entity and any Fund Entity (collectively, the “CMBS Leased Real Property”) and contains a true, complete and correct copies accurate list of each of the leases, including all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto to the CMBS Leased Real Property (each a “CMBS Lease” and collectively, the “CMBS Leases”). The Other Sellers have been made available to Purchaser in the Data-Roomtrue, a complete list of which is set forth on Section 3.10(a) and accurate copies of the Disclosure SchedulesCMBS Leases, including all schedules, amendments and modifications thereto. None of the Acquired Entities, the Fund Entities or their respective Subsidiaries owns any real property. Other than the CMBS Leases, to the Knowledge of the Other Sellers, the CMBS Leased Real Property is not subject to any other leases or occupancy agreements, rights of first refusal, options to purchase or other rights of occupancy.
(b) No leasing commission Each CMBS Lease remains payable unmodified and is in full force and effect except as contemplated by any Purchased Entity the Contemplated Transactions, and each of the Acquired Entities, the Fund Entities and their respective Subsidiaries holds a legal, valid and existing leasehold interest under each of the CMBS Leases to which it is a party for the term(s) set forth therein. There are no other written or oral agreements amending or in respect connection with the CMBS Leases. None of the Acquired Entities, the Fund Entities or their respective Subsidiaries is in material default or material breach of any CMBS Lease (nor, to the Knowledge of the Other Sellers, is any other party thereto. To the Knowledge of the Other Sellers, no event has occurred and no circumstance exists which, if not remedied, and whether with or renewal thereof) without notice or any expansion option under the passage of time or both, would result in such Lease that has been exerciseda material default.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance None of the LeasesAcquired Entities, nor the Fund Entities or any of their respective Subsidiaries has any received written notice of default been delivered to any Tenant that is outstandingpending or threatened condemnations, and (ii) all of the landlord obligations to construct tenant improvements planned public improvements, annexation, special assessments, zoning or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing subdivision changes or other fees or commissions due, nor will any become dueclaims affecting, in connection with any Lease or any renewal or extension or expansion of any Leasematerial respect, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsCMBS Leased Real Property.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Centerline Holding Co)
Leases. (a) TrueOther than the Leases and as expressly set forth in the Condition of Title, complete and correct copies of all Leasesno Seller has entered into any leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance tenancy or occupancy agreements (or their equivalent) with respect thereto have been made available to Purchaser in its Property. No Seller has received any written notice from a Lessee of its Property of any default or breach on the Data-Room, a complete list part of which is set forth on Section 3.10(a) such Seller as the landlord under one of the Disclosure Schedules.
(b) No leasing commission remains payable by Leases of its Property nor does any Purchased Entity in respect Seller have actual knowledge of any Lease (or renewal thereof) or any expansion option under payment default to such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable Seller by any of the Tenants pursuant Lessees of its Property. Other than with respect to their the remaining leasing commission that will be due and payable in connection with the initial term of the HFT Lease (which commission shall be the obligation of RMV and shall be paid through Escrow upon the Close of Escrow), each Seller has paid current all leasing and brokerage fees and commissions that have become due and payable by such Seller under any brokerage agreements Sellers have provided Buyer with complete copies of the leasing commission and brokerage agreements described on Exhibit “O”, which agreements represent the only leasing commission and brokerage agreements for future leasing and brokerage fees and commissions payable in connection with the renewal of the existing Leases (or the exercise of any purchase option) that Sellers have entered into with respect to the Properties (collectively, the “Rent RollLeasing Commission Representation”). Buyer’s obligation with respect to the Leasing Commission Representation shall survive the Close of Escrow for a period of eighteen (18) has been made available to Purchaser months. Except as expressly stated in the Data-Roomrent rolls attached as Exhibit “F”, all tenant improvement obligations, concessions and other tenant inducements required for the term of a Lease to commence, have been fully paid and satisfied by such Seller and no such obligations, concessions or inducements become payable in the future for the commencement date under a Lease to occur. Except as set forth in said rent rolls, as of the Rent Rolldate of this Agreement, there are no leasing Sellers have not received from any Lessee any written notice to cancel, renew or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of extend any Lease. In addition, nor under any understanding or agreement and as more particularly described in Exhibit F hereof, certain of the Sellers have entered into landlord agreements with any party certain of the Lessees’ lenders (the “Landlord Agreements”). Buyer acknowledges that the Landlord Agreements shall be assigned to Buyer as part of the Assignment of Leases and that Sellers have met their obligation to payment Buyer to disclose to Buyer the existence of any leasing commissions or fees regarding future leases or as such Landlord Agreements, to the procuring extent contemplated in each of tenantssuch agreements. Notwithstanding anything to the contrary set forth above, if an Estoppel from a Lessee is obtained that contains a certification that expressly covers and validates the representations made by Seller in this Section 13(f) with respect to the Leases, then Seller’s representation with respect to such express matter or matters shall be deemed of no further force and effect.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Industrial Income Trust Inc.)
Leases. The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered in connection with the origination of the Loan. To the Best of Borrower's Knowledge (a) Truewhich shall include Borrower's consultation with Manager), such certified rent roll is true, complete and correct copies in all material respects as of all the date set forth therein. Except as described in the Ground Leases, no Person has any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser possessory interest in the DataProperty or right to occupy the same (other than typical short-Room, term occupancy rights of hotel guests which are not the subject of a complete list of which is set forth on Section 3.10(awritten agreement) of except under and pursuant to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance provisions of the Leases. To the Best of Borrower's Knowledge, nor has any notice of default been the current Leases are in full force and effect and there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to any Lender or the Tenant that is outstanding, and (ii) all estoppel certificates delivered to Lender in connection with the closing of the landlord Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Borrower's Knowledge, all construction and other obligations of a material nature to construct tenant improvements or reimburse be performed by the tenants for tenant improvements Borrower under the Leases have been satisfied and) any required payments by Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Borrower's Knowledge, no Tenant under any Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the Best of Borrower's Knowledge, the Rent has been paid and performed current under the Leases. To the Best of Borrower's Knowledge, no Rent has been paid more than one (1) month in fulladvance of its due date, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default disclosed in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant Tenant estoppel certificates delivered to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Borrower of any Lease or of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Lender concurrently herewith. No Tenant or other Person under any renewal Lease or extension other agreement has any right or expansion option pursuant to such Lease or other agreement or otherwise to purchase all or any part of the Property (except with respect to the options in the PGA Agreements which are fully insured over by the Title Policy). Lender hereby agrees that on the date Borrower delivers to Lender a "clean" tenant estoppel certificate in the form attached hereto as Exhibit G regarding any Lease for which Borrower has not delivered a tenant estoppel certificate to Lender on the date hereof (each such Lease, nor under any understanding or agreement a CERTIFYING LEASE), Borrower's representations in this Section 4.1.27 with any party as respect to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantssuch Certifying Lease shall automatically expire.
Appears in 1 contract
Samples: Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Leases. (aA) TrueTo the best of LVWD's knowledge, the Rent Rolls that LVWD delivers to Acquiror shall accurately state, with respect to each Existing Lease, the name of the Tenant, the lease term (including all renewal options), the leased premises (including all expansion and surrender options). The Rent Rolls shall accurately state all Rent payable by each Tenant, any Tenant Deposit, any prepaid rent, tenant improvement allowances, any commission payable (including commissions payable upon renewals) and any Lease Guaranties.
(B) LVWD shall provide Acquiror with true, complete and correct copies of all LeasesLeases and Lease Guaranties relating to the Reno Property, any including all amendments and modifications thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(cC) To the Seller’s Knowledge, (i) no Tenant is in default in the performance best of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullLVWD's knowledge, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth specified in the Rent Roll, (i) each Lease and Lease Guaranty is in full force and effect and is binding and enforceable against each of the parties thereto, (ii) no party is in material default of any of its agreements or obligations under, and has not made any claim against another party under, a Lease or Lease Guaranty, (iii) LVWD has not given or received any notice of default or claim under any Lease or Guaranty, (iv) each Tenant is in actual possession of its demised premises in the normal course under its Lease, (v) all tenant improvements, capital improvements, repairs, remodeling, furnishing and other work required by each Lease have been fully completed and accepted by the relevant Tenant, and (vi) there is no litigation, arbitration or similar proceeding pending or threatened with respect to any Lease or Lease Guaranty.
(D) No Tenant is entitled to any concession, allowance, rebate or refund with respect to any Rent payable or paid under any Lease, except as shown on the Rent Roll or in the Deliverables. No Tenant has prepaid, and if a Tenant hereafter tenders prepayment, LVWD shall not accept, any Rent payable under its Lease for more than one month in advance.
(E) None of the Leases or Lease Guaranties and none of the Rents payable under the Leases are no leasing subject to any assignment, pledge or other fees encumbrance that will not be satisfied by LVWD at Closing.
(F) No brokerage or leasing commissions due, nor or other compensation is or will be due or payable to any become due, in connection Person with respect to or on account of any Lease or any renewal or extension or expansion of any Leaserenewal thereof, nor under any understanding or agreement with any party except as to payment of any leasing commissions or fees regarding future leases or as to specified in the procuring of tenantsRent Roll.
Appears in 1 contract
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default The attached "Real Property Schedule" contains a brief description of each parcel of real property used, whether owned or leased, in the performance conduct of each Seller's businesses (showing the record owner, legal description, permanent index number and location) (collectively, the "Real Property") and of each option held by Sellers to acquire any Real Property and each option held by Sellers to acquire any other parcels of real property. Sellers do not own any real property used in the conduct of their businesses and the operation of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomDirectories. Except as set forth in on the Rent RollReal Property Schedule, there are no leasing contracts relating to any interest in the Real Property or the use and occupancy thereof.
(ii) The attached "Assumed Lease Schedule" identifies all of the Real Property leased or subleased to Sellers. Sellers have delivered to TransWestern correct and complete copies of the leases and subleases listed in the Assumed Lease Schedule (collectively, the "Assumed Leases"). Each of the Assumed Leases is legal, valid, binding, enforceable and in full force and effect. Neither Sellers nor any other fees party to such leases are in breach or commissions duedefault of such Assumed Lease and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit terminations, modification or accelerations under the Assumed Leases. Neither Sellers nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of the Assumed Leases have repudiated any leasing commissions provision thereof and there are no disputes, oral agreements, or fees regarding future leases or forbearance programs in effect as to the procuring Assumed Lease. The Assumed Leases have not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to TransWestern, and Sellers have not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Assumed Leases.
(iii) with respect to each parcel of tenantsReal Property:
(A) Sellers have not received notice of any condemnation proceedings with regard to all or any part of such Real Property and to Sellers' knowledge, there are no such proceedings contemplated by any governmental authority;
(B) to Sellers' knowledge, all governmental licenses which are necessary to permit the lawful access, use and operation of the building and improvements thereon for their present and intended use have been obtained, are in full force and effect, and there is no pending threat of modification or cancellation of any such governmental licenses; no improvements located on such Real Property depend on any variance, grandfather rights, special use permit or other special municipal approval for their continuing legality; all utilities required for the operation of such Real Property either enter such Real Property through adjoining public streets or, if they pass through adjoining private land, do so in accordance with valid public or private easements which will inure to the benefit of TransWestern; and all utilities are installed and operating and all installation and connection charges have been paid for in full;
(C) to Sellers' knowledge, the present maintenance, operation, use and occupancy of such Real Property as an office, warehouse, distribution and/or manufacturing facility does not violate any law, including any zoning, building, health, environmental, pollution, fire or similar law, ordinance or regulation; Sellers have not received any notices from any governmental body in respect to such Real Property that have not been corrected; and to Sellers' knowledge, there is no plan, study, or effort by any governmental body or any nongovernmental person or agency which may adversely affect the present use of such Real Property;
(D) to Sellers' knowledge, the structural components of the buildings on such Real Property are in a good state of repair and all electrical, plumbing, water, sewer, air conditioning, heating, ventilating, mechanical and other building systems are in good working order and repair; the roofs of such buildings are free from leaks and the improvements are free from insect infestation; and there are no latent defects in the condition of such Real Property or in the soil or geology of the land;
(E) Sellers have not received any notice and have no knowledge of any increase in any of the factors comprising the real estate Tax bills for such Real Property, including without limitation, the assessed valuation and the Tax rate; to Sellers' knowledge, there are no assessments, general or special, which have been, or are in the process of being levied against such Real Property, and Sellers have no knowledge of any contemplated assessments;
(F) to Sellers' knowledge, there is not (i) any intended public improvement which may involve any charge being levied or assessed or which may result in the creation of any Security Interest upon such Real Property; (ii) any intended or proposed federal, state, or local statute, ordinance, order, requirement, law, or regulation (including, but not limited to, zoning changes) which may adversely affect the current or planned use of such Real Property; or (iii) any legal proceeding threatened or pending against or affecting such Real Property nor, to Sellers' knowledge, is there any basis for any such matters;
(G) to Sellers' knowledge, there are no encroachments onto such Real Property from any improvements on adjoining property and no improvements located on such Real Property encroach on any adjoining property;
(H) to Sellers' knowledge, no portion of such Real Property lies within a flood hazard zone.
Appears in 1 contract
Samples: Asset Purchase Agreement (Transwestern Publishing Co LLC)
Leases. (a) TrueSeller has made available to the Purchaser true, correct and complete and correct copies of all of the Leases affecting the Contributed Properties including all guarantees of such Leases. Other than the Leases and any matters of record as reflected in the Title Commitments, none of Seller, any amendments thereto, General Partner or any assignments and guaranties thereof, and Owner has entered into any currently effective forbearance agreements (contract or their equivalent) agreement with respect thereto have been to the occupancy of the Contributed Property or any portion or portions thereof which will be binding on the Owners after the Closing, other than consent and recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “Service Provider Contracts”). To the 8 extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Effective Date. Except as disclosed in writing to the Data-Room, a complete list of which is set forth on Section 3.10(a) of Purchaser prior to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s KnowledgeEffective Date, (i) no Tenant is in default in the performance of the Leases, nor written notice has been given or received by any notice of default been delivered Owner under such Leases with respect to any Tenant material default under the Leases that is outstanding, remains uncured and (ii) to Seller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there is no free rent outstanding under any Lease, all of the landlord Owner’s obligations to construct tenant improvements or have been performed in full, all of the Owner’s obligations to reimburse the tenants Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid and performed in full, except as set forth on Section 1.04(eand no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the Disclosure Schedules.
applicable due date, other than any security deposits (d) No Purchased Entity but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in default in the performance Section 7.5 of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roomthis Agreement). Except as set forth disclosed in writing to the Rent RollPurchaser prior to the Effective Date, there are no leasing or other fees or commissions duesecurity deposits paid by Tenants, nor will but any become due, application of security deposits in connection accordance with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.applicable Leases after the Effective Date shall not constitute an Exception Matter (h)
Appears in 1 contract
Samples: Contribution Agreement
Leases. (a) TrueTo the best of Borrower’s knowledge, the Property is not subject to any leases other than the Leases described in the rent roll attached hereto as Schedule I and made a part hereof, which rent roll is true, complete and correct copies accurate in all respects as of all Leases, any amendments thereto, any assignments the Closing Date. Borrower is the owner and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser lessor of landlord’s interest in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) Leases. To the Sellerbest of Borrower’s Knowledgeknowledge, (i) no Tenant is in default Person has any possessory interest in the performance Property or right to occupy the same except under and pursuant to the provisions of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Rollestoppels delivered in connection with the closing of the Loan, to the best of Borrower’s knowledge, the current Leases are in full force and effect and there are no leasing defaults thereunder by either party and there are no conditions that, with the passage of time or other fees the giving of notice, or commissions dueboth, nor will any become due, would constitute defaults thereunder. Except as set forth in the estoppels delivered in connection with the closing of the Loan, no Rent has been paid more than one (1) month in advance of its due date. All security deposits are held by Borrower in accordance with applicable law. Except as set forth in the estoppels delivered in connection with the closing of the Loan, to the best of Borrower’s knowledge, all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the applicable Tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any Tenant has already been received by such Tenant. There has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease or of the Rents received therein which is outstanding. Except as set forth in the estoppels, to the best of Borrower’s knowledge, no Tenant listed on Schedule I has assigned its Lease or sublet all or any renewal portion of the premises demised thereby, no such Tenant holds its leased premises under assignment or extension or expansion of any Leasesublease, nor does anyone except such Tenant and its employees occupy such leased premises. Except as set forth in the estoppels delivered in connection with the closing of the Loan and/or the Title Insurance Policy, no Tenant under any understanding Lease has a right or agreement with option pursuant to such Lease or otherwise to purchase all or any party as to payment part of any leasing commissions the leased premises or fees regarding future leases or as to the procuring building of tenantswhich the leased premises are a part.
Appears in 1 contract
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalentSchedule 3.33(a) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that attached hereto sets forth a list of all rents leases, licenses, Permits, subleases and other amounts payable occupancy agreements, together with all amendments and supplements thereto, with respect to all real properties in which Seller has a leasehold interest, whether as lessor or lessee (each, a “Existing Lease” and collectively, the “Existing Leases”; the property covered by Existing Leases under which Seller is a lessee is referred to herein as the “Leased Real Property”) and in which Seller had a leasehold interest. Seller has furnished true, correct and complete copies of all Existing Leases to Purchaser or its counsel. No option has been exercised under any of the Tenants pursuant to their Leases (the “Rent Roll”) such Existing Leases, except options whose exercise has been made available evidenced by a written document, a true, complete and accurate copy of which has been delivered to Purchaser in or its counsel with the Data-Roomcorresponding Existing Lease. Except as set forth on Schedule 3.33(a), the transactions contemplated by this Agreement and Transaction Documents do not require the consent or approval of the other party to the Existing Leases, nor will such transactions violate any Existing Lease or cause Seller to be in default under any Existing Lease.
(b) Each Existing Lease is in full force and effect and no Existing Lease has been modified or amended except pursuant to an amendment referred to on Schedule 3.33(b). Neither Seller, nor any other party to an Existing Lease, has given to any other party written notice of, or has made an Action with respect to, any breach or default. Seller is not in default under any Existing Lease and, to the Knowledge of Seller, no other party to an Existing Lease is in default. There are no events which with the passage of time or the giving of notice or both would constitute a default by Seller or, to the Knowledge of Seller, by any other party to such Existing Lease.
(c) None of the Leased Real Property is subject to any sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of such property or any portion thereof. Seller has not received any notice from any utility company or municipality of any fact or condition which could result in the Rent Rolldiscontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone, data or other utilities or services for any of the Leased Real Property. The Leased Real Property, all improvements thereon and thereto, and the operations therein conducted, conform to all applicable health, fire, insurance, environmental, safety, zoning and building Laws, ordinances and administrative regulations, Permits and other regulations and requirements of Law (including the Americans with Disabilities Act), except for possible nonconforming uses or violations that do not and will not interfere with the present use, operation or maintenance thereof as now used, operated or maintained or access thereto, and that do not and will not affect the value thereof, and that do not and will not give rise to any penalty, fine or other liability, and Seller has not received any notice to the contrary. Each Leased Real Property is occupied and used by Seller, as the case may be, in compliance with the Existing Lease applicable thereto and pursuant to and in conformity with a validly issued certificate of occupancy which currently remains in effect.
(d) The plumbing, electrical, heating, air conditioning, elevator, ventilating and all other mechanical or structural systems for which Seller is responsible under the Existing Leases in the buildings or improvements are in good working order and condition and are fully useable for their intended purpose, and the roof, basement and foundation walls of such buildings and improvements for which Seller is responsible under the Existing Leases are in good condition and free of leaks and other defects. To the Knowledge of Seller, all such mechanical and structural systems and such roofs, basement and foundation walls for which others are responsible under said Existing Leases are in good working order and condition and free of leaks and other defects. To the Knowledge of Seller, there are no leasing other physical defects or deferred maintenance items at any Leased Real Property that interfere with or impede the use of such property by Seller, as the case may be, in the ordinary course of its business or that Seller is obligated under any of the Existing Leases to repair or otherwise correct.
(e) Except as set forth on Schedule 3.33(e), there are no guaranties (from Seller, Shareholder or from other Persons) in favor of the lessors of any of the Leased Real Property.
(f) Seller has not sold, assigned, transferred, pledged or encumbered all or any part of its leasehold interests in any of the Leased Real Property.
(g) Access from public streets and provision for parking and loading/unloading at the Leased Real Property conform to all applicable legal requirements and are adequate for the conduct of the Business as it is conducted by Seller immediately prior to the Closing.
(h) To the Knowledge of Seller, no Leased Real Property is subject to a fee mortgage, deed of trust, other security interest or similar encumbrance, nor to a ground lease or underlying lease.
(i) There is no pending, or, to the Knowledge of Seller, threatened: (i) condemnation of any part of the Leased Real Property by any Body or other fees governmental entity; (ii) special assessment against any part of the Leased Real Property; or commissions due, nor will any become due, in connection with any Lease (iii) litigation against Seller or any renewal or extension or expansion lessor for breach of any Lease, nor under restrictive covenant affecting any understanding or agreement with any party as to payment part of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeased Real Property.
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Leases. (aA) True, Seller has delivered to Purchaser a complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) accurate copy of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered Leases identified on Rent Roll attached as Exhibit "B" to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases this Agreement (the “"Rent Roll”) has been made available to Purchaser in the Data-Room"). Except as set forth in the Rent Rolleach respective Lease, there are no leasing options to expand, rights of first refusal, options to terminate, options to renew, options to purchase, or any rent abatements given to the Tenant.
(B) To the best of Seller's knowledge, the Leases will be, in full force and effect according to the terms set forth therein, and the Leases have not been modified, amended, or altered, in writing or otherwise.
(C) Seller has not received written notice from the Tenants of any uncured default or unperformed obligation of the Landlord under the Lease, including, without limitation, failure of the Landlord to construct any required tenant improvements. No Tenant has asserted in writing to Seller any offsets, defenses or claims available against rent payable by it or other fees performance or commissions dueobligations otherwise due from it under the Lease.
(D) To the best of Seller's knowledge, nor will Tenants are not in default under the Leases (beyond any applicable grace or cure period), or are in arrears in the payment of any sums or in the performance of any obligations required of them under the Leases.
(E) There are no brokers' commissions, finders' fees, or other charges payable or to become due, payable to any third party on behalf of Seller as a result of or in connection with the Leases.
(F) To the best of Seller's knowledge, the Tenants have not assigned their interest in its Leases or sublet any portion of the premises leased to such Tenants under the Leases.
(G) Those Leases marked with an asterisk on the Rent Roll shall be amended by the Closing to adjust the rent by the consumer price index at the next anniversary dated (4-1-07) of such Lease and, again compounded on each anniversary date thereafter during the term of such lease. Legacy Reserves shall amend its Leases by the Closing to equal $7 per square foot plus an annual compounded CPI adjustment on each anniversary date. The representations contained in this subparagraph (xx) shall terminate and be of no further force or any renewal or extension or expansion effect upon receipt of any Lease, nor under any understanding or agreement with any party as to payment the estoppel certificates from Tenants and the provisions of any leasing commissions or fees regarding future leases or as the estoppel certificates shall supersede and replace such representations to the procuring of tenantsextent such representations are covered by the estoppel certificates. Any representations in this subparagraph (xx) that are not covered in Tenants estoppel certificates shall remain in effect and shall survive the Closing as provided in Section 8 below.
Appears in 1 contract
Leases. As of the Effective Date, there are no residency agreements, leases, subleases, licenses or other rental agreements or occupancy agreements (written or verbal) which grant any possessory interest in and to any space situated on or in the Property or that otherwise give rights with regard to use of any portion of the Property other than the residency agreements (the "Residency Agreements") and the commercial leases ("Commercial Leases") described in Schedule C attached hereto (the "Rent Roll"). The Residency Agreements and the Commercial Leases are collectively referred to as the "Leases." The Rent Roll is true, accurate and complete in all material respects as of the Effective Date (or if earlier, the date printed thereon). Except as otherwise specifically set forth in the Rent Roll or elsewhere in this Agreement:
(a) Truethe Leases are in full force and effect and none of them has been modified, complete amended or extended in any material respect except in the ordinary course of Seller's business and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereofconsistent with its past practices, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-RoomSeller's knowledge, a complete list of which is set forth on Section 3.10(a) Seller has performed all its material obligations thereunder required to be performed as of the Disclosure Schedules.Effective Date;
(b) No leasing commission Seller has neither sent written notice to any tenant of the Property under a Commercial Lease, nor received any written notice from any such tenant, claiming that such tenant, or Seller, as the case may be, is in default, which default remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.uncured;
(c) To the Seller’s Knowledgethere are no community fees, (i) entrance fees or other fees, or security deposits or other deposits under any Leases, and there are no Tenant is in default tenant or resident delinquencies more than thirty days old in the performance payment of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord rent or other payment obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance date of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as , other than those set forth in the Rent Roll, there are ; and
(d) no leasing commission shall be due under Seller's commission or other fees or commissions due, nor will bonus agreements for any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as period subsequent to the procuring Closing other than for tenants who have executed a Lease prior to Closing but on account of tenantswhich the commission is not due until after Closing, which commissions will be paid by Seller; Buyer acknowledges that if it elects to continue Seller's commission or bonus programs, it may owe commissions for lease extensions, expansions or renewals of existing Leases.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Brookdale Senior Living Inc.)
Leases. (a) There are no leases or occupancy agreements currently in effect which affect the Property other than the Leases, and no person is in possession of or has any possessory rights with respect to any portion of the Property except the Tenants under the Leases, True, correct and complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto Leases have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingBuyer as part of the Due Diligence Items, and (ii) To Seller’s knowledge, all of the landlord obligations to construct tenant improvements Leases are in full force and effect. No rentals or reimburse the tenants for tenant improvements other amounts due under the Leases have been paid more than one month in advance (except for the security deposits, if any, listed on the Rent Roll). All security and performed other deposits of any type required under the Leases have been paid in full, except as set forth are being held by of on Section 1.04(e) behalf of Seller and are accurately shown on the Disclosure Schedules.
(d) No Purchased Entity Rent Roll, To Seller’s knowledge, there is in no material default in the performance of the Leases, nor has by Seller or any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by Tenant under any of the Leases and none of the Tenants pursuant under the Leases has asserted any defenses, set offs or claims that have not been resolved and/or disclosed to their Leases (Buyer as part of the “Rent Roll”) has been made available to Purchaser in the Data-RoomDue Diligence Items. Except as set forth in on Exhibit M, attached hereto and made a part hereof, Seller has fulfilled all obligations to Tenants under the Leases to provide tenant improvements or tenant improvement allowances or other cash allowances, and except those obligations identified on Exhibit M for which Buyer is given a credit at Closing pursuant to Section 6.1(m) below, Buyer shall have no obligation with respect thereto after Closing. Except as set forth on the Rent Roll, there are no leasing or other fees or commissions dueto Seller’s knowledge, nor will any become due, in connection with any none of the Tenants has assigned its Lease or sublet all or any renewal or extension or expansion part of any the premises covered by its Lease. To Seller’s knowledge, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.information on tenant delinquencies in the Due Diligence Items is true, accurate and complete;
Appears in 1 contract
Leases. (a) TrueTo the best of Borrower’s knowledge, complete the Property is not subject to any Leases other than the Leases described in Schedule I attached hereto and correct copies made a part hereof. Mortgage Borrower is the owner and lessor of all landlord’s interest in the Leases. To the best of Borrower’s knowledge, no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, the current Leases are in full force and effect and, there are no material defaults by Mortgage Borrower or, any amendments theretotenant under any Lease, and, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any assignments Lease. To the best of Borrower’s knowledge and guaranties thereofexcept as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, no Rent has been paid more than one (1) month in advance of its due date. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Mortgage Lender, there are no offsets or defenses to the payment of any portion of the Rents. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Mortgage Lender, all work to be performed by Mortgage Borrower as of the date of this Agreement under each Lease has been performed as required and has been accepted by the applicable tenant, and any currently effective forbearance agreements (payments, free rent, partial rent, rebate of rent or their equivalent) with respect thereto have other payments, credits, allowances or abatements required to be given by Mortgage Borrower to any tenant has already been made available to Purchaser received by such tenant. To the best of Borrower’s knowledge and except as provided in the Data-RoomLoan Documents or as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Mortgage Lender, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease (or renewal thereof) of the Rents received therein which is still in effect. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Mortgage Lender, no tenant under any Lease has sublet all or any expansion portion of the premises demised thereby, no such tenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Mortgage Lender, no tenant under any Lease has a right or option under pursuant to such Lease that has been exercised.
(c) or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. To the Sellerbest of Borrower’s Knowledgeknowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Mortgage Lender or in the Leases, no tenant under any Lease has any right or option for additional space in the Improvements. To the best of Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingcompliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) all either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the landlord obligations to construct tenant improvements Property or reimburse each tenant’s respective business at the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except Property as set forth in the Rent Rolltheir respective Leases, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as (B) held by a tenant for sale to the procuring public in its ordinary course of tenantsbusiness, or (C) fully disclosed to and approved by Lender in writing pursuant to the Environmental Report.
Appears in 1 contract
Samples: Mezzanine Loan Agreement (Piedmont Office Realty Trust, Inc.)
Leases. (ai) TrueA schedule of all of the Leases in effect as of the Effective Date has previously been provided to the Partnership in writing. A list of all Tenants currently in occupancy is set forth on the Rent Roll or the Updated Rent Roll, as applicable (subject to Contributor’s right to execute new Leases as provided in Section 7.2). Copies of all Leases in effect as of the Effective Date that are true, complete and correct copies in all material respects have been heretofore delivered by Contributor to the Partnership. As of all Leasesthe Effective Date, except as previously disclosed to the Partnership by Contributor, (1) each of the Leases is assignable to PREIT Newco in accordance with its terms without the consent of any amendments theretoTenant or any breach, any assignments and guaranties thereofevent of default or acceleration of rights or obligations thereunder, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i2) no Tenant is in monetary or, to Contributor’s knowledge, material non-monetary default in the performance of the Leases, nor has under its Lease beyond any applicable notice of default been delivered to any Tenant that is outstandingand cure periods, and (ii3) all Contributor has not received any written notice that Contributor is in material default under any Lease, which default remains uncured as of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements date hereof. The amount and form of all security deposits held by Contributor under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
Effective Date as shown on the schedule previously delivered to the Partnership by Contributor (dthe “Security Deposit Schedule”) No Purchased Entity is in default in the performance are accurately shown thereon. As of the LeasesEffective Date, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete the rent roll that sets forth a list of all rents and other amounts payable previously delivered to the Partnership by any of the Tenants pursuant to their Leases Contributor (the “Rent Roll”) has been made available is true, accurate and complete with respect to Purchaser (x) the identity of the Tenants currently in occupancy listed on such Rent Roll and (y) the Data-Room. Except as set forth amounts of the annual base rent for Tenants currently in the occupancy referenced on such Rent Roll. Notwithstanding the foregoing, no representation is made in this Section 8.1(g) with respect to any possible assignments of any of the Leases or any subleases, licenses or underlettings under any Lease, in each case to the extent Contributor has not consented in writing thereto;
(ii) Each Lease contains the entire agreement between Contributor, as landlord, and the applicable Tenant with respect to the Real Property, and there are no leasing agreements or understandings (written or otherwise) between Contributor, as landlord, and each Tenant other than the Leases;
(iii) Except for security deposits placed with Contributor under the Leases, none of the Tenants has paid to Contributor any rent or other fees or commissions due, nor will charge of any become due, in connection with any nature under its Lease or any renewal or extension or expansion otherwise relating to the Real Property for a period of any Leasemore than thirty (30) days in advance; and
(iv) As of the Effective Date, nor under any understanding or agreement with any party as Contributor has, to its knowledge, paid and substantially performed all material obligations (including, without limitation, performance of all work and payment of any leasing commissions all work and other tenant allowances) required to be performed or fees regarding future leases or paid by it under each of the Leases, except as to reflected in the procuring of tenantsConstruction Budget.
Appears in 1 contract
Samples: Contribution Agreement (Pennsylvania Real Estate Investment Trust)
Leases. (a) TrueThere are no leases, concessions or occupancy agreements in effect with respect to the Real Property other than the Leases listed on the Rent Roll attached as SCHEDULE 3.12; and SCHEDULE 3.12 attached hereto is a complete and correct copies list of all LeasesLeases in effect on the date of this Agreement. Neither Brandywine OP, Tysons Partnership, BRSCO nor any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by Subsidiary Entities has sent out any Purchased Entity in respect written notice of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have any Lease which has not been paid and performed in full, cured except as set forth on Section 1.04(e) Schedule 3.12. To Brandywine OP's knowledge, the lessor has performed all obligations required of it under all of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance Leases and there remain no unfulfilled obligations of lessor under the Leases, nor the nonperformance of which could entitle a tenant to damages under such Lease or could cause lessor to be in default under such Lease. Except as shown on SCHEDULE 3.12, no tenant has given written notice to Brandywine OP, Tysons Partnership, BRSCO or any Purchased Entity committed of the Subsidiary Entities of its intention to institute litigation with respect to any breach thereofLease that has not been dismissed, and neither Brandywine OP, Tysons Partnership, BRSCO or any of the Subsidiary Entities has been served with a citation notifying it of any litigation with respect to any Lease that has not been dismissed. No notices None of default the Leases and none of the rents or other amounts payable thereunder have been received by assigned, pledged or encumbered except for any Purchased Entity.
(e) A assignments, pledges or encumbrances which will be fully released on or before the Closing Date and except pursuant to the Mass Mutual Loan Documents. The Rent Roll is true, correct and complete rent roll that sets forth a list in all material respects as of all rents and other amounts payable by the date shown in the Rent Roll and, to Brandywine OP's knowledge, there has been no material adverse change with respect to any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in items shown on the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as Roll during the period from the date thereof to the procuring date of tenantsthis Agreement, except as shown thereon.
Appears in 1 contract
Samples: Contribution Agreement (Prentiss Properties Trust/Md)
Leases. (a) TrueThe Property is not subject to any leases, complete and correct copies subleases, licenses, concessions or other agreements related to the leasing or renting of all Leases, the Property or any amendments thereto, any assignments and guaranties portion thereof, and any currently effective forbearance agreements except for Principal Leases (or their equivalent) with respect thereto have been made available as amended from time to Purchaser in the Data-Roomtime), a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
Rent Roll (d) as defined herein). No Purchased Entity is in default person has any possessory interest in the performance of Property or right to occupy the Leasessame, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants than pursuant to their Leases the Principal Lease disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Bxxxxxxx’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been made available delivered to Purchaser Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of rent under its Lease; and (vi) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the Data-Room. Except estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) except as set forth disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lxxxxx in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) to the best of Borrower’s knowledge and belief, there are each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors; and (xi) except as specifically described in the Title Insurance Policy, no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with provides any party as with the right to payment of any leasing commissions obtain a lien or fees regarding future leases or as encumbrance upon the Property superior to the procuring lien of tenantsthis Deed of Trust.
Appears in 1 contract
Samples: Deed of Trust, Assignment of Leases and Rents and Security Agreement (Gladstone Commercial Corp)
Leases. (a) TrueThe rent roll attached hereto as Schedule I is true, complete and correct and the Property is not subject to any Leases other than the Leases described in Schedule I. The Leases identified on Schedule I are in full force and effect and there are no defaults thereunder by either party. The copies of all Leases, any amendments thereto, any assignments the Leases delivered to Lender are true and guaranties thereofcomplete, and any currently effective forbearance there are no oral agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(athereto. No Rent (including security deposits) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
paid more than one (c1) To the Seller’s Knowledge, month in advance of its due date. Except as provided on Schedule I (i) no Tenant is in default in all work to be performed by Borrower under each Lease has been performed as required and has been accepted by the performance applicable Tenant, (ii) any payments, free rent, partial rent, rebate of the Leasesrent or other payments, nor has any notice of default been delivered credits, allowances or abatements required to be given by Borrower to any Tenant that is outstanding, has already been received by such Tenant and (iiiii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements Tenants under the Leases have been paid accepted possession of and performed are in full, except as set forth on Section 1.04(e) occupancy of all of their respective demised premises and have commenced the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance payment of rent under the Leases, nor . Borrower has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A delivered to Lender a true, correct and complete rent roll that sets forth a list of all rents and other amounts payable security deposits made by any Tenants at the Property which have not been applied (including accrued interest thereon), all of which are held by Borrower in accordance with the terms of the Tenants pursuant to their Leases applicable Lease and applicable Legal Requirements. To the best of Borrower's knowledge (the “Rent Roll”without independent inquiry), each Tenant is free from bankruptcy or reorganization proceedings. No Tenant under any Lease (or any sublease) has been made available to Purchaser in the Data-Room. Except is an Affiliate of Borrower, except as set forth in the Rent Roll, there may be disclosed otherwise on Schedule I. There are no leasing or other brokerage fees or commissions due, nor will any become due, due and payable in connection with the leasing of space at the Property, except as has been previously disclosed to Lender in writing, and no such fees or commissions will become due and payable in the future in connection with the Leases, including by reason of any extension of such Lease or any renewal or extension or expansion of any Leasethe space leased thereunder, nor under any understanding or agreement with any party except as has previously been disclosed to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLender in writing.
Appears in 1 contract
Leases. (a) True, An accurate and complete Rent Roll and correct copies summary thereof in a form reasonably satisfactory to the Majority Banks as of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements the date of inclusion of the Mortgaged Property in the Collateral (or their equivalentsuch other recent date as may be acceptable to the Agent) with respect thereto have to all Leases of any portion of the Mortgaged Property has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at the Mortgaged Property and in the Data-Room, a complete list of which is set forth on Section 3.10(a) Building relating thereto. Each of the Disclosure Schedules.
(b) No leasing commission remains payable by Leases was entered into as the result of arms-length negotiation and has not been modified, changed, altered, assigned, supplemented or amended in any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullrespect, except as set forth reflected on Section 1.04(e) the Rent Roll, and no tenant is entitled to any free rent, partial rent, rebate of the Disclosure Schedules.
(d) No Purchased Entity is rent payments, credit, offset or deduction in default rent, including, without limitation, lease support payments or lease buy-outs, except as reflected in the performance of Rent Roll. There are no occupancies, rights, privileges or licenses in or to the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and Mortgaged Property or portion thereof other amounts payable by any of the Tenants than pursuant to their the Leases (reflected in Rent Rolls previously furnished to the “Rent Roll”) has been made available to Purchaser in Agent for the Data-RoomMortgaged Property. Except as set forth in each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and neither the Borrower, the Guarantor nor any of their respective Subsidiaries has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. All tenant improvements or work to be done for tenants on the Rent Roll, there are no leasing furnished or other paid for by the Borrower, the Guarantor or any of their respective Subsidiaries, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or commissions duepayments are due from the Borrower, nor will any become due, in connection with any Lease the Guarantor or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment their respective Subsidiaries in respect of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Master Revolving Credit Agreement (Ramco Gershenson Properties Trust)
Leases. (a) TrueTo Seller's actual knowledge, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser the information in the Data-Room, a complete list of which Rent Roll and Updated Rent Roll is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete. Seller has delivered to Buyer true, accurate and complete rent roll that sets forth a list copies of all rents and other amounts payable by any of the Tenants pursuant Leases and there are no leases, subleases, occupancies or tenancies in effect pertaining to their Leases (any portion of the “Project, and no persons, tenants or entities occupy space in the Project, except as stated in the Rent Roll or the Updated Rent Roll”) has been made available . There are no options or rights to Purchaser renew, extend or terminate the Leases or expand any lease premises, except as shown in the Data-RoomRent Roll or the Updated Rent Roll. No brokerage commission or similar fee is due or unpaid by Seller with respect to any Lease, and there are no written or oral agreements that will obligate Buyer, as Seller's assignee, to pay any such commission or fee under any Lease or extension, expansion or renewal thereof. Except as set forth in disclosed by the Rent Roll, there the Updated Rent Roll or Schedule 5.4 to Seller's actual knowledge: (a) the Leases and any guaranties thereof are in full force and effect, and are subject to no leasing defenses, setoffs or other fees or commissions duecounterclaims for the benefit of the tenants thereunder, and no rent has been prepaid nor will concessions given to the tenants thereunder; (b) neither the landlord nor, to Seller's knowledge, any become due, tenant is in connection with any Lease or any renewal or extension or expansion of default under any Lease, nor has Seller received any notice from any tenant of any default under its Lease or of any tenant's intent to vacate its leased premises in advance of the scheduled term of its Lease, nor is there any fact or condition which with notice, the passage of time, or both, would ripen into a default under any understanding of the Leases; (c) Seller is in full compliance with all of the landlord's obligations under the Leases, and Seller has no obligation to any tenant under the Leases to further improve such tenant's premises or agreement with to grant or allow any party as rent or other concessions; (d) no tenant is currently withholding its rent because of, or is disputing Seller's computation or calculation of its operating expense and common area maintenance charges; (e) no rents or other payments have been collected in advance for more than one month and no rents or other deposits are held by Seller, except the security deposits described on the Rent Roll and prepaid rent for the current month; and (f) each rental concession, rental abatement or other benefit granted to payment of any leasing commissions or fees regarding future leases or as tenants under the Leases will have been fully utilized prior to the procuring of tenantsClosing Date, except as otherwise disclosed to Buyer.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Capital Builders Development Properties Ii)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser Except as may be described in the Data-RoomTitle Policy, a complete list of which is set forth on Section 3.10(a) of there are no leases affecting the Disclosure Schedules.
(b) No leasing commission remains payable by Property. Borrower has not executed any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance prior assignment of the Leases, nor has it performed any notice of default been delivered to act or executed any Tenant that is outstanding, and (ii) all other instrument which might prevent Lender from operating under any of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid terms and performed in full, except as set forth on Section 1.04(e) conditions of the Disclosure Schedules.
(d) No Purchased Entity is Assignment of Leases or which would limit Lender in default in the performance such operation; and Borrower further covenants and warrants to Lender that Borrower has not executed or granted any modification whatsoever of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A trueexcept as herein indicated, correct and complete rent roll that sets forth a list of all rents the Leases are in full force and other amounts payable by any of the Tenants pursuant effect, and that, except as otherwise disclosed to their Leases (the “Rent Roll”) has been made available to Purchaser Lender in the Data-Room. Except as set forth in the Rent Rollwriting, there are no leasing defaults now existing under the Leases with respect to which Borrower has notified the tenant under the Leases. Physical Condition of Property. Subject to the Renovation Work, all of the Improvements are in good condition and repair except as otherwise expressly provided in the Property Condition Report dated as of October 20, 1998, prepared by Building Evaluation Services & Technology, Inc. (the "Property Condition Report"). Since the date of the Property Condition Report, there have been no material adverse changes to the physical condition of the Improvements. Borrower is aware of no latent or patent structural or other fees significant defect or commissions duedeficiency in such Improvements except as may be disclosed in the Property Condition Report. Water supply, nor will storm and sanitary sewers, and electrical, gas and telephone facilities are available to the Property within the boundary lines of the Property, are sufficient to meet the reasonable needs of the Property as now used or contemplated to be used, no other utility facilities are necessary to meet the reasonable needs of the Property as now used, and design and as-built conditions of the Property are such that surface and storm water does not accumulate on the Property and, except as disclosed in writing to Lender, does not drain from the Property across land of adjacent property owners. Except as otherwise disclosed in writing to Lender, no part of the Property is within a flood plain and none of the Improvements create an encroachment over, across or upon any become dueof the Property's boundary lines, in connection with any Lease rights of way or easements, and no building or other improvement on adjoining land create such an encroachment. Mechanics' Liens. There are no mechanics' or materialmen's liens, alienable bills or other claims constituting or that may constitute a lien on the Property or any renewal or extension or expansion of part thereof, and no work for which any Leasesuch lien could be asserted has been performed within the last 90 days, nor under any understanding or agreement with any party except as otherwise disclosed in writing to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLender.
Appears in 1 contract
Leases. The Property is not subject to any Material Leases other than the Affiliate Leases and the Leases described in the certified rent roll delivered in connection with the origination of the Loan. To the Best of Mezzanine Borrower's Knowledge (a) Truewhich shall include consultation with Manager), such certified rent roll is true, complete and correct copies in all material respects as of all the date set forth therein. Except as described in the Ground Leases, no Person has any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser possessory interest in the DataProperty or right to occupy the same (other than typical short-Room, term occupancy rights of hotel guests which are not the subject of a complete list of which is set forth on Section 3.10(awritten agreement) of except under and pursuant to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance provisions of the Leases. To the Best of Mezzanine Borrower's Knowledge, nor has any notice of default been the current Leases are in full force and effect and there are no material defaults thereunder by either party (other than as expressly disclosed on the certified rent roll delivered to any Mezzanine Lender or the Tenant that is outstanding, and (ii) all estoppel certificates delivered to Mezzanine Lender in connection with the closing of the landlord Loan) and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults thereunder. To the Best of Mezzanine Borrower's Knowledge, all construction and other obligations of a material nature to construct tenant improvements or reimburse be performed by the tenants for tenant improvements Mortgage Borrower under the Leases have been satisfied and) any required payments by Mortgage Borrower to the Tenants under the Leases for tenant improvements have been made to the extent required to be satisfied. To the Best of Mezzanine Borrower's Knowledge, no Tenant under any Lease is entitled to any offsets, abatements, deductions against the Rent payable under any Lease from and after the date hereof. To the BEST OF MEZZANINE BORROWER'S KNOWLEDGE, the Rent has been paid and performed current under the Leases. To the Best of Mezzanine Borrower's Knowledge, no Rent has been paid more than one (1) month in fulladvance of its due date, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default disclosed in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant Tenant estoppel certificates delivered to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, Mezzanine Lender in connection with the closing of the Loan. There has been no prior sale, transfer or assignment, hypothecation or pledge by Mortgage Borrower of Mortgage Borrower's interest in any Lease or any renewal of the Rents received therein, which will be outstanding following the funding of the Loan, other than those being assigned to Mortgage Lender concurrently herewith. No Tenant or extension or expansion of any Lease, nor other Person under any understanding Lease or other agreement with has any party as right or option pursuant to payment such Lease or other agreement or otherwise to purchase all or any part of any leasing commissions or fees regarding future leases or as to the procuring of tenantsProperty.
Appears in 1 contract
Samples: Mezzanine Loan and Security Agreement (CNL Hotels & Resorts, Inc.)
Leases. (a) True, An accurate and complete Rent Roll and correct copies summary thereof in a form reasonably satisfactory to the Majority Banks as of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements the date of inclusion of each Mortgaged Property in the Collateral (or their equivalentsuch other recent date as may be acceptable to the Agent) with respect thereto have to all Leases of any portion of the Mortgaged Property has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property and in the Data-RoomBuilding relating thereto. There are no occupancies, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity rights, privileges or licenses in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations Mortgaged Property or portion thereof other than pursuant to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed reflected in full, except as set forth on Section 1.04(e) of Rent Rolls previously furnished to the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomAgent for such Mortgaged Property. Except as set forth in the each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there are no leasing any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and none of the Borrower, any of its Subsidiaries nor the Guarantor has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property to the Agent and such estoppel certificates are true and correct in all material respects. All tenant improvements or work to be done, furnished or paid for by the Borrower, any of its Subsidiaries or the Guarantor, as applicable, or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or commissions duepayments are due from the Borrower, nor will any become due, of its Subsidiaries or the Guarantor in connection with any Lease or any renewal or extension or expansion respect of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Revolving Credit Agreement (Wellsford Real Properties Inc)
Leases. (a) TrueThe information contained in the Rent Roll and Updated Rent Roll is true, complete correct and correct copies of all Leasescomplete, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available Seller has delivered to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list copies of all rents and other amounts payable by any of the Tenants pursuant Leases and the Specialty License Agreements and there are no leases, occupancies, tenancies, licenses or, to their Leases (Seller's best knowledge, written subleases, in effect pertaining to any portion of a Mall, and no persons, tenants, licensees or entities occupy space in the “Property, except as stated in the Rent Roll or the Updated Rent Roll”) has been made available . There are no options or rights to Purchaser renew, extend or terminate the Leases or the Specialty License Agreements, or expand any leased or licensed premises, except as shown in the Data-Room. Except Rent Roll or the Updated Rent Roll or as set forth in the Leases or Specialty License Agreements. Except as disclosed by the Rent Roll, there the Updated Rent Roll or EXHIBIT 9.1(c): (i) the Leases and the Specialty License Agreements and any guaranties thereof are in full force and effect and no leasing Rents or other fees payments, or commissions dueother deposits, nor are held by an Owner except the security deposits described on the -38- 43 Rent Roll or Updated Rent Roll and prepaid Rent for the current month; (ii) each Owner is the sole owner of the landlord's or licensor's interest in the Leases and the Specialty License Agreements; (iii) as of the Closing Date, except for the Pecanland Loan and the Temple Loan, no Rents due under, or other interest in, any of the Leases or the Specialty License Agreements will have been assigned to any become dueparty other than Purchaser or otherwise pledged or encumbered in any way; (iv) neither the landlord nor, to Seller's best knowledge, any Tenant or licensee is in connection with default under any Lease or Specialty License Agreement, nor, except as disclosed in EXHIBIT 9.1(c), has Seller received any renewal written notice from any Tenant or extension or expansion licensee of any Leasedefault under its Lease or Specialty License Agreement or of any Tenant or licensee's termination of its Lease or Specialty License Agreement in advance of the scheduled expiration date of its Lease or Specialty License Agreement (except as disclosed in the Lease Estoppel Certificates); (v) all of the improvements to be constructed by an Owner, nor if any, contemplated under the Leases or the Specialty License Agreements or as required therein or in any understanding collateral agreement, plans or agreement specifications respecting the Leases or Specialty License Agreements have been fully completed and paid for; and (vi) to Seller's knowledge, the Partnerships have no business relationship with any party as to payment Tenant or licensee other than that of landlord and Tenant or licensee and no Partner owns ten percent (10%) or more of any leasing commissions Tenant or fees regarding future leases licensee. EXHIBIT 9.1(c)(i) includes a list of all retail stores located within a Mall having a floor area in excess of twenty thousand (20,000) square feet, and including any combination of retail stores at a single Mall owned or as to controlled by the procuring same parent company and having an aggregate floor area in excess of tenantssuch amount which is under a single Lease.
Appears in 1 contract
Samples: Purchase and Sale Agreement (First Union Real Estate Equity & Mortgage Investments)
Leases. No Individual Property is subject to any Leases other than the Leases described in the Rent Roll for such Individual Property attached hereto as Exhibit C, which Rent Roll for each Individual Property is accurate and complete in all material respects as of the date hereof. Borrower is the sole owner of the entire lessor’s interest in the Leases for each Individual Property. No Person has any possessory interest in any Individual Property or right to occupy the same except under and pursuant to the provisions of the Leases for such Individual Property. The Leases for each Individual Property are valid and enforceable and have not been altered, modified or amended in any manner since copies of same were last delivered to Lender. None of the Rents (aincluding security deposits) Truehave been collected for more than one (1) month in advance. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, complete all work to be performed by Borrower under each Lease for each Individual Property has been performed as required and has been accepted by the applicable tenant, and any payments, free rent, partial rent, rebate of rent or other payments, credits, allowances or abatements required to be given by Borrower to any tenant have already been received by such tenant. The current Leases for each Individual Property are in full force and effect and, to Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, there are no defaults thereunder by either party and there are no conditions that, with the passage of time or the giving of notice, or both, would constitute defaults thereunder. There has been no prior Transfer of any Lease or of the Rents received therein for any Individual Property, other than to Borrower and sales, transfers, assignments, hypothecations or pledges which may have been made by the tenants under the Leases. To Borrower’s actual knowledge and except as may be disclosed in any tenant estoppel certificates delivered to Lender or as disclosed on Schedule IV hereto, no tenant listed on Exhibit C has assigned its Lease or sublet all or any portion of the premises demised thereby, no such tenant holds its leased premises under assignment or sublease, nor does anyone except such tenant and its employees occupy such leased premises. Except as may be set forth in the Leases, no tenant under any Lease for any Individual Property has a right or option pursuant to such Lease or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. Except as may be set forth in the Leases, no tenant under any Lease for any Individual Property has any right or option for additional space in the Improvements. To Borrower’s actual knowledge no tenant intends to use its leased premises on any Individual Property for any activity which, directly or indirectly, involves the use, generation, treatment, storage, transportation or Release of any Hazardous Materials in violation of Environmental Law. True and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser Leases for each Individual Property in the Data-Room, a complete list of which is set forth on Section 3.10(a) existence as of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been Closing Date were delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as Lender prior to the procuring execution of tenantsthis Agreement.
Appears in 1 contract
Samples: Loan Agreement (Cole Real Estate Income Strategy (Daily Nav), Inc.)
Leases. (a) TrueThe rent roll, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) included as part of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s KnowledgeDeliveries, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that in all material respects and sets forth a list of all rents the Leases and Tenants, including, but not limited to, the description, by agreement and document name and date, of each Lease, together with any amendments, assignments and other amounts documents with respect thereto. The rent roll includes an addendum describing, with respect to each Lease, the amount of any Leasing Commissions owing, the amount of any advance or prepaid rentals which have not accrued, any rental holidays which have not expired and other Tenant Inducement Costs granted to any Tenant which have not been fully utilized, if any. All of the information on the rent roll, including the description of the leased premises, the rent and other charges payable by Tenants, the terms and options to renew, and the Security Deposits, also is true, correct and complete in all material respects. The Leases provided to Buyer pursuant to Section 4.1(a) hereof are true and correct copies thereof and such Leases have not been amended or modified except as otherwise disclosed by Seller to Buyer. Each Seller as respects the Property owned by it, is the “Landlord” or “Lessor” under the Leases and has full power and authority to assign the same to Buyer. Seller has not received written notice of any uncured event of default with respect to the performance of any of its obligations under the Tenants pursuant Commercial Leases. Each of the Commercial Leases is in full force and effect and there is no monetary or non-monetary default under any Commercial Lease by either the landlord or the tenant thereunder, nor, to their Leases (the “Rent Roll”) best of Seller’s knowledge, has been made available an event occurred which with the giving of notice or the passage of time or both would result in a default thereunder by either the landlord or the tenant thereunder. No valid claims or rights of offset exist with respect to Purchaser in the Data-RoomLeases. Except as set forth in the Rent RollNo Leasing Commissions, there are no leasing Tenant Inducement Costs or other fees amounts are now payable to any Person under any agreement or commissions due, nor will any become due, understanding in connection with any Lease or the renewal thereof, or any renewal or extension or expansion of any Leaseother options thereunder (provided, however, if a Commercial Lease is renewed a commission may be due), nor does there exist any commission, compensation or other amount which may become payable to any broker or other agent under any agreement or understanding or agreement in connection with any party as Lease or renewal thereof, or any options thereunder. Seller has not received written notice from any Tenants under a Commercial Lease indicating the intention of such Tenants to payment terminate its Commercial Lease or to limit, amend or alter its Commercial Lease or its use or occupancy. Seller has not previously assigned, pledged, transferred, hypothecated or conveyed the Leases or any interest therein. All of any leasing commissions or fees regarding future leases or as the work (including all tenant improvements) to be constructed and installed by each Seller in the leased premises located on the portion of the Property owned by such Seller and pursuant to the procuring Leases is complete and fully paid for and/or will be complete and fully paid for on or before the Closing or if not an appropriate credit will be given to Buyer at the time of tenants.Closing
Appears in 1 contract
Leases. (a) TrueThe rent roll for the Horizon Properties as of January 1, 1998 previously delivered by Horizon to Prime is correct and complete and correct copies of in all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) material respects as of the Disclosure Schedulesdate thereof.
(b) No leasing commission remains payable by Except as provided in Schedule 2.10(b) to the Horizon Disclosure Letter, (i) each of the leases and tenancies for all or any Purchased Entity portion of the Horizon Properties (the "Horizon Leases") is valid and subsisting and in full force and effect except where the failure thereof, individually with respect to any Horizon Lease or in the aggregate with more than one Horizon Leases, could not be reasonably be expected to result in a Horizon Material Adverse Effect, and has not been amended, modified or supplemented since the date of the rent roll described in Section 2.10(a); and (ii) neither Horizon nor any of the Horizon Subsidiaries has received any written notice from any tenant of any Lease intention to vacate which vacation would have a Horizon Material Adverse Effect. Except as provided in Schedule 2.10(b) to the Horizon Disclosure Letter neither Horizon nor any of the Horizon Subsidiaries has collected payment of rent (or renewal thereofother than security deposits) or any expansion option under such Lease that has been exercisedaccruing for a period which is more than one month beyond the date of collection.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance Horizon has previously delivered or made available to Prime a true and correct copy of the all Horizon Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is Except as shown in default in Schedule 2.10(d) to the performance Horizon Disclosure Letter, as of the Leaseslast day of the calendar month immediately preceding the date hereof, none of the lessees of Horizon Properties set forth on Schedule 2.10(d) to the Horizon Disclosure Letter has asserted any claim of which Horizon or any of the Horizon Subsidiaries has received written notice which would materially affect the collection of rent from such tenant and neither Horizon nor any of the Horizon Subsidiaries has received written notice of any Purchased Entity committed material default or breach on the part of Horizon or any breach thereof. No notices of default have the Horizon Subsidiaries under any of the Horizon Leases with such a tenant which has not been received by any Purchased Entitycured.
(e) A true, correct and complete rent roll that Schedule 2.10(e) to the Horizon Disclosure Letter sets forth a complete and correct list as of February 1, 1998, of all rents and other amounts payable written commitments made by Horizon or any of the Tenants pursuant Horizon Subsidiaries to their Leases lease any of the Horizon Properties which has not yet been reduced to a written lease, and provides with respect to each such commitment the principal terms of such commitment, including, if applicable, (i) the “Rent Roll”space to be occupied, (ii) the name of the tenant, (iii) the length of the original term thereof and any right or option to renew or extend the lease term, (iv) the monthly minimum rental, (v) rental escalations, (vi) the terms with respect to percentage rent or other overage rent, (vii) any provisions for tenant allowances and (viii) the right of any third-party broker to any outstanding brokerage or other commission incident thereto. Horizon has been previously delivered or made available to Purchaser Prime a true and correct copy of each such commitment.
(f) Any material leases pursuant to which Horizon or any Horizon Subsidiary, as lessee, leases real or personal property are in the Data-Room. Except as set forth good standing, valid and effective in the Rent Rollaccordance with their respective terms, and there are no leasing is not, under any of such leases, any material existing default or other fees any event which with notice or commissions duelapse of time or both would constitute such a default, nor will do any become dueof such leases contain any provision which would preclude the Surviving Company, in connection with any Lease Prime Partnership or any renewal or extension or expansion of any LeaseHorizon Partnership, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or applicable, from occupying and using the leased premises for the same purposes and upon substantially the same rental and other terms as are applicable to the procuring of tenantsoccupation and use by Horizon and the Horizon Subsidiaries, or which would have a Horizon Material Adverse Effect.
Appears in 1 contract
Leases. (aSchedule 5.1(e) Trueattached hereto sets forth, complete and correct copies of in all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Roommaterial respects, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a (i) list of the common name of each tenant under the Leases as of the Effective Date, together with the building and suite number of the space occupied by each tenant, (ii) schedule of all rents Security Deposits held by Seller under the Leases as of the Effective Date, (iii) arrearage schedule of all rent and other amounts payable owed by any Tenants to Seller and (iv) schedule of the Tenants pursuant to their Leases expiration date of each Lease (the “Rent Roll”) has been made available to Purchaser in ). To Seller’s knowledge, other than the Data-Room. Except as set forth in Leases shown on the Rent Roll, the Ground Leases, the Parking Lease and this Agreement, there are no leasing leases, subleases or other fees rights of possession in or commissions dueto all or any part of the Properties. Seller is the landlord under the Leases and is entitled to assign the Leases to Buyer without the consent of any third party. Seller has delivered or made available to Buyer true and complete copies of the Leases. Each of the Leases is in full force and effect. Seller has not delivered to any tenant nor has Seller received from any tenant, nor will a written notice of any become duedefault under such tenant’s respective Lease, and to Seller’s knowledge there exists no condition or circumstance or written notice of any condition or circumstance which, with the passage of time, would constitute a default under any of the Leases by any party. No tenant has asserted to Seller, in connection with writing, any Lease claim of offset or other defense in respect of its or Seller’s obligations under its respective Lease. To Seller’s knowledge, no tenant has (A) filed for bankruptcy, (B) discontinued operations at the Properties or (C) given notice to Seller, in writing, of its intention to do any renewal or extension or expansion of any Leasethe foregoing. Schedule 4.5(b)(i) is a true, nor under any understanding or agreement with any party as to payment correct and complete list of any leasing commissions or fees regarding future leases or as to the procuring of tenantsall Security Deposits that are not in Seller’s possession.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT III, Inc.)
Leases. (a) True, There is stated on Exhibit "F" a complete and correct list of all Leases in effect on the date of this Agreement, and the information set forth therein is true and correct as of the date hereof. A revised Exhibit "F", to be designated Exhibit "F-1", shall be certified by Contributor to be true and correct as of Closing, shall reflect those Leases in effect on the date of Closing and shall be delivered to Partnership at Closing as provided in Section 5.4.12 hereof. As of the date hereof, other than as indicated in Exhibit "F", each of the Leases described in Exhibit "F" is, to the best of Contributor's knowledge, valid and subsisting and in full force and effect, has not been amended, modified or supplemented, and the tenant under each is in actual possession of the leased premises in the normal course of business. The copies of all Leases, the Leases delivered by Contributor to Partnership for Partnership's review were true and complete copies thereof. No tenant under any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect Leases has given Contributor written notice of any Lease (or renewal thereof) or claim which remains outstanding on the date of this Agreement and which would in any expansion option under way affect the collection of rent from such Lease that tenant, Contributor has been exercised.
(c) To the Seller’s Knowledge, (i) received no Tenant is in default in the performance of the Leases, nor has any written notice of default been delivered to any Tenant that is outstanding, and (ii) all or breach on the part of the landlord under any of the Leases which remains uncured by the landlord, and all repairs, improvements, alterations and other obligations required on the date hereof to construct tenant improvements or reimburse be performed by the tenants for tenant improvements landlord under each of the Leases have been paid and performed in fullall material respects and have been or will be paid for by Contributor prior to Closing, except as described on Exhibit "F". There are no tenant improvements or alterations which are the Landlord's responsibility under Leases, but which have not yet been performed in all material respects because such performance is not yet required by Landlord thereunder, except as described on Exhibit "F" (the "Remaining Work"). Contributor shall complete the Remaining Work and pay for it in full prior to Closing, except that to the extent that completion of any Remaining Work is not required prior to Closing under the Leases, Contributor may, in its discretion, not complete such Remaining Work, in which event, as part of Exhibit "F-1" to be delivered to Partnership at Closing, Contributor shall list the Remaining Work which has not yet been done and the itemized cost thereof, which cost shall serve as the basis for the adjustment described in Section 5.3.2(e). The rents and other income and charges set forth in Exhibit "F" or in the applicable Leases are the actual rents, income and charges presently being charged by Contributor under the Leases, and the same have been actually received as indicated on Exhibit "F". Except as described in Exhibit "F" or in the applicable Leases, no space within the Real Estate is occupied rent free or by any employee of Contributor. Except as expressly set forth on Exhibit "F" or in the applicable Leases, no tenant under any of the Leases is entitled to any purchase option, concessions, allowances, set-off, rebates or refunds thereunder or has prepaid any rents or other charges for more than the current month, and none of such Leases and none of the rents or other amounts payable thereunder have been assigned, pledged or encumbered by Contributor, which assignment or encumbrance will remain outstanding after Closing. All of the Leases are free and clear of any right or interest of any real estate broker or any other person arising out of landlord's acts or the acts of any predecessor landlord, and no brokerage or leasing commission or other compensation is or will be due from or payable by landlord to any person, firm, corporation or other entity with respect to or on account of any of the Leases or any extensions or renewals thereof, except as described on Exhibit "F". There are currently no security deposits required under, or being held pursuant to, any of the Leases, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default Exhibit "F" hereto or in the performance of the applicable Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth shown on Exhibit "F" or in the Rent Rollapplicable Leases, there are to the best of Contributor's knowledge, no leasing party, person or other fees entity is in possession of the Real Estate or commissions due, nor will any become due, in connection with any Lease Personalty or any renewal portion thereof, and no party, person or extension or expansion entity has legal title of any Leaseinterest in the Real Estate or Personalty, nor under or any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsportion thereof, except Contributor.
Appears in 1 contract
Samples: Contribution Agreement (Cv Reit Inc)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any 3.3.1. There are no leases or occupancy agreements currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in effect which affect the Data-Room, a complete list of which is set forth Real Property other than those listed on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Due Diligence Certificate. The Leases have not been paid and performed in fullmodified, amended or supplemented except as set forth on Section 1.04(e) of the Disclosure SchedulesDue Diligence Certificate. Each Lease, together with the tenant files constituting Exception Matters, contains the entire agreement between the parties named therein.
(d) No Purchased Entity is in default in the performance of the Leases, nor 3.3.2. Seller has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A delivered or otherwise made available to Buyer true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any copies of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser Leases.
0.0.0. Xx Seller’s actual knowledge, except as described in the Data-RoomDue Diligence Certificate, no default exists under any such Leases and to Seller’s actual knowledge there are no facts which would now or with the giving of notice or passage of time constitute a material default under the terms of any such Leases.
3.3.4. The Due Diligence Certificate lists all amendments to and modifications of the Leases, all base rent paid more than thirty (30) days in advance, and all Security Deposits and the form thereof.
3.3.5. Except as set forth in the Rent RollDue Diligence Certificate, (i) Seller has paid all agents’ and brokers’ commissions and fees incurred in connection with the Leases executed prior to the Effective Date (but excluding any such commissions or fees attributable to extension, renewal or expansion options under such Leases that are exercised after the Effective Date) and there are no leasing agreements with brokers, agents and/or finders providing for the payment from and after the Closing by Sellers or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion Sellers’ successor-in-interest of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as for procuring tenants with respect to the procuring Properties, (ii) there are no outstanding landlord improvement obligations in connection with the initial occupancy by a tenant under a Lease, or any tenant improvement allowances or costs, landlord work costs, free rent periods, or other tenant inducement costs which remain unpaid or outstanding under any Leases, (iii) to Seller’s actual knowledge, Seller has not received any written notices of tenantsany items of work, repair, maintenance or construction to be completed by Seller pursuant to any Lease and, to Seller’s knowledge, there is no such work to be done, and (iv) Seller has not given or received any written notice of default under the Leases which has not been cured.
3.3.6. The rent roll attached to the Due Diligence Certificate is the rent roll used by Seller in the ordinary course of its ownership of the Property.
3.3.7. Seller has not assigned or pledged any of the Leases, any of the rents thereunder or any interest therein, except pursuant to security interests which shall be terminated at or prior to Closing.
3.3.8. During the one (1) year period immediately prior to the Effective Date, no tenant has delivered written notice of its termination of, or its intention to terminate, its Lease (or surrender any space demised thereunder).
0.0.0. Xx Seller’s actual knowledge, none of the tenants are the subject of any voluntary or involuntary bankruptcy or insolvency proceedings for the dissolution or liquidation thereof.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Franklin Street Properties Corp /Ma/)
Leases. (a) TrueTo the best of Borrower’s knowledge, complete the Property is not subject to any Leases other than the Leases described in Schedule I attached hereto and correct copies made a part hereof. Borrower is the owner and lessor of all landlord’s interest in the Leases. To the best of Borrower’s knowledge, no Person has any possessory interest in the Property or right to occupy the same except under and pursuant to the provisions of the Leases. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, the current Leases are in full force and effect and, there are no material defaults by Borrower or, any amendments theretotenant under any Lease, and, there are no conditions that, with the passage of time or the giving of notice, or both, would constitute material defaults under any assignments Lease. To the best of Borrower’s knowledge and guaranties thereofexcept as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, no Rent has been paid more than one (1) month in advance of its due date. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, there are no offsets or defenses to the payment of any portion of the Rents. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, all work to be performed by Borrower as of the date of this Agreement under each Lease has been performed as required and has been accepted by the applicable tenant, and any currently effective forbearance agreements (payments, free rent, partial rent, rebate of rent or their equivalent) with respect thereto have other payments, credits, allowances or abatements required to be given by Borrower to any tenant has already been made available to Purchaser received by such tenant. To the best of Borrower’s knowledge and except as provided in the Data-RoomLoan Documents or as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect there has been no prior sale, transfer or assignment, hypothecation or pledge of any Lease (or renewal thereof) of the Rents received therein which is still in effect. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender, no tenant under any Lease has sublet all or any expansion portion of the premises demised thereby, no such tenant holds its leased premises under sublease, nor does anyone except such tenant and its employees occupy such leased premises. To the best of Borrower’s knowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any estoppel certificate delivered to Lender, no tenant under any Lease has a right or option under pursuant to such Lease that has been exercised.
(c) or otherwise to purchase all or any part of the leased premises or the building of which the leased premises are a part. To the Sellerbest of Borrower’s Knowledgeknowledge and except as otherwise disclosed to Lender on Schedule I attached hereto or in any tenant estoppel certificate delivered to Lender or in the Leases, no tenant under any Lease has any right or option for additional space in the Improvements. To the best of Borrower’s knowledge, no Hazardous Materials have been disposed, stored or treated by any tenant under any Lease on or about the leased premises nor does Borrower have any knowledge of any tenant’s intention to use its leased premises for any activity which, directly or indirectly, involves the use, generation, treatment, storage, disposal or transportation of any Hazardous Materials, except those that are both (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingcompliance with current Environmental Laws and with permits issued pursuant thereto (if such permits are required), and (ii) all either (A) in amounts not in excess of that necessary to operate, clean, repair and maintain the landlord obligations to construct tenant improvements Property or reimburse each tenant’s respective business at the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except Property as set forth in the Rent Rolltheir respective Leases, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as (B) held by a tenant for sale to the procuring public in its ordinary course of tenantsbusiness, or (C) fully disclosed to and approved by Lender in writing pursuant to the Environmental Report.
Appears in 1 contract
Samples: Loan Agreement (Piedmont Office Realty Trust, Inc.)
Leases. (a) TrueSeller has made available to the Purchaser true, correct and complete and correct copies of all of the Leases affecting the Properties including all guarantees of such Leases. Other than the Leases and the Ground Leases, any amendments theretomatters of record as reflected in the Title Commitments and as disclosed in writing to Purchaser, none of Seller, any assignments and guaranties thereofHoldco Subsidiary, and any currently effective forbearance agreements (General Partner or their equivalent) any Owner has entered into any contract or agreement with respect thereto have been to the occupancy of the Properties or any portion or portions thereof which will be binding on the Owners after the Closing, other than (i) consent and recognition agreements with respect to (x) subleases and (y) Tenant equipment financings and (ii) customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “Service Provider Contracts”). To the extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct and complete copies of such Service Provider Contracts. Except as disclosed in writing to the Data-RoomPurchaser, a complete list of which is set forth on Section 3.10(a) as of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, Effective Date (i) no Tenant is in default in the performance of the Leases, nor written notice has been given or received by any notice of default been delivered Owner under such Leases with respect to any Tenant material default under the Leases that is outstanding, remains uncured and (ii) to Seller’s knowledge, no material default exists on the part of any Tenant under such Leases, except for the Metalsa Lease Defaults. Except for the Unfunded TI Allowances and as otherwise disclosed in writing to the Purchaser, there is no free rent outstanding under any Lease, all of the landlord Owner’s obligations to construct tenant improvements or have been performed in full, all of the Owner’s obligations to reimburse the tenants Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid and performed in full, except as set forth on Section 1.04(eand no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the Disclosure Schedules.
applicable due date, other than any security deposits (d) No Purchased Entity but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in default in the performance Section 7.5 of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roomthis Agreement). Except as set forth disclosed in writing to the Rent RollPurchaser, there are no leasing or other fees or commissions duesecurity deposits paid by Tenants, nor will but any become due, application of security deposits in connection accordance with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsapplicable Leases after the Effective Date shall not constitute an Exception Matter.
Appears in 1 contract
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof2.1 The Seller shall assign, and any currently effective forbearance agreements the Purchaser shall assume, the leases on three Stores on the same terms and conditions as the current leases ("Leases") which are annexed hereto as Exhibit 2.1, Purchaser shall lease the Columbia, Mississippi, Store from the Seller pursuant to the Columbia Store Lease. If the Seller is not released from all monetary and non-monetary obligations and covenants under each of the Leases prior to or their equivalent) at the Closing, then the Purchaser shall defend and indemnify the Seller with respect thereto to each such non-released obligation which accrues or occurs on or after the date of the Closing. In the event that Seller cannot obtain any consent, then to the extent only that Seller has the contractual right to sublet the Store without the consent of the landlord, Purchaser shall have been made available a right to Purchaser sub-lease this Store from Seller on the exact same terms and conditions as contained in the Data-RoomLease, including, but not limited to, the amount of rental payment and the right to any options to renew the Lease or purchase any premises. If the Purchaser does not obtain the consent of a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, landlord (i) no Tenant to assign and transfer a Lease to the Seller, or (ii) to sublease such Store to the Purchaser as contemplated by this Section 2.1, then Seller and Purchaser shall execute an operating agreement for such Store ("Store Operating Agreement") which shall provide that the Purchaser (i) shall purchase from the Seller all Assets related to such Store, except Seller's interest in such Lease, (ii) shall operate, manage and maintain such Store during the entire lease term of such Lease, (iii) shall not require the Seller to extend or renew the lease term of such Lease, but Seller consents to Purchaser negotiating its own lease for such Store at any time during such lease term, provided Seller is in default in released from all monetary and non-monetary obligations and covenants under the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstandingLease, and (iiiv) at least -five business days prior to any payment due date of Seller, shall promptly pay to Seller all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of Seller to the Tenants landlord under or pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants.
Appears in 1 contract
Samples: Asset Purchase Agreement (Interfoods of America Inc)
Leases. (a) TrueAttached hereto as EXHIBIT C is a true, complete correct and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) Leases, including all of the Disclosure Schedules.
(b) No leasing commission remains payable amendments to the Leases and, to Seller's knowledge, all subleases, sublicenses and other occupancy arrangements entered into by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option the tenants under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor affecting the Property as of the Effective Date. Seller has any notice of default been delivered to Buyer true and complete copies of each of the Leases listed on EXHIBIT C. There are no occupancy agreements, leases, lettings, tenancies, licenses, written or oral agreements of any Tenant kind that is outstandingcould constitute a lease, license or other rights of occupancy or use for any portion of the Property, or to Seller's knowledge any assignments, sublets or sublicenses thereunder, in effect as of the Effective Date other than those Leases listed on EXHIBIT C; however, Seller understands that some tenants may have informal office-sharing arrangements with affiliates or customers, of which arrangements Seller has no knowledge of its receipt of any written notice, and that Buyer will rely on Estoppel Certificates (iias hereinafter defined) all for clarification of such arrangements. Each of the landlord obligations Leases is presently in full force and effect and has not been modified, renewed, extended, amended or terminated except as indicated on EXHIBIT C. The rent roll attached hereto as EXHIBIT G (the "RENT ROLL") is true and correct in all material respects and accurately reflects the information with respect to construct the Leases set forth therein. To Seller's knowledge, landlord/lessor is not in default currently under the Leases. No tenant improvements or reimburse the tenants for tenant improvements licensee under the Leases have been paid is in monetary default currently under the Leases, and performed in fullto Seller's knowledge there do not currently exist any other defaults by tenants or licensees under the Leases, except as set forth on Section 1.04(e) in the Rent Roll attached as EXHIBIT G. No tenant has asserted in writing any lease audit rights or other defenses, claims or set-off rights against the landlord/lessor in connection with any Lease, except for AT&T Corp., a former tenant of leased premises in the Improvements, which has asserted in writing a right to a refund in connection with an operating expense audit (the "AT&T CLAIM"). To Seller's knowledge, neither Seller nor Verizon Realty has received any written notice of any pending or threatened litigation by any tenant against the landlord/lessor with regard to any Lease. Seller is the owner of the Disclosure Schedules.
(d) No Purchased Entity is entire lessor's/landlord's interest in default in the performance of and to the Leases, and neither the lessor's/landlord's interest therein nor has any Purchased Entity committed any breach thereof. No notices of default the rents payable thereunder have been received by assigned, pledged or encumbered in any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roommanner. Except as set forth in the Rent RollLeases, no tenant under any of the Leases has any right or option to purchase or otherwise acquire the Property or any portion thereof or interest therein, including, without limitation, any rights of first refusal. Except as provided for in the Leases, no tenant or licensee has paid any rent or additional rent more than one (1) month in advance under its respective Lease. There are no security deposits required or being held under the Leases. Except for those duties and obligations arising under the Lease Amendments, (A) to Seller's knowledge, neither Seller nor Verizon Realty has received written notice that the landlord/lessor failed to perform any of the duties, liabilities or obligations imposed upon the landlord/lessor by the terms, provisions and conditions contained in the Leases and accruing on or prior to the date hereof, and (B) all work required to be performed by the landlord/lessor under the Leases has been completed and accepted by the tenants, including payment or performance of all of the landlord's/lessor's obligations with respect to tenant improvements. Other than Seller and tenants under the Leases, and except as disclosed in the Estoppel Certificates (as hereinafter defined), there are no leasing parties in possession or other fees or commissions due, nor will any become due, in connection with any Lease parties who have a right to possess the Property or any renewal portion thereof. As of Closing, no brokerage or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases other compensation will be due and payable to any person or entity with respect to or on account of any of the Leases except as provided in Section 3.03 with regard to the procuring of tenantsLease Amendments.
Appears in 1 contract
Samples: Sale and Purchase Agreement (Corporate Office Properties Trust)
Leases. (a) TrueSection 3.19 of the Company Disclosure Schedule is a rent roll for all of the Company Real Property as of June 30, complete 2003 (the “Tenant Rent Roll”) and, except as disclosed in Section 3.19 of the Company Disclosure Schedule and correct copies of all Leasesfor discrepancies that could not adversely affect the relevant property, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser the information set forth in the Data-Room, a Tenant Rent Roll is correct and complete list in all material respects as of which is the date thereof. All existing Company Leases are set forth on Section 3.10(a) the Tenant Rent Roll. There are no other leases, tenancies or rights of occupancy affecting all or any portion of the Disclosure SchedulesCompany Real Property except as set forth on the Tenant Rent Roll. The Tenant Rent Roll sets forth all security deposits held by or on behalf of the Company or any Company Subsidiary under all Company Leases, and the Company has held all such security deposits in accordance with Law and the terms of the applicable Company Leases.
(b) No leasing commission remains payable by Except as provided in Section 3.19 of the Company Disclosure Schedule, (i) neither the Company nor a Company Subsidiary, on the one hand, nor, to the Knowledge of the Company, any Purchased Entity other party, on the other hand, is in respect material default under any lease of any Lease the Company Real Property (or renewal thereofthe “Company Leases”) or any expansion option under such Lease that lease of the Company Leased Property; and (ii) neither Company nor any of the Company Subsidiaries has been exercisedreceived any written notice from any tenant of any intention to vacate. Except as provided in the Tenant Rent Roll, neither Company nor any of the Company Subsidiaries has collected payment of rent (other than security deposits) accruing for a period which is more than one month beyond the date of collection.
(c) To The Company has previously delivered or made available to Buyer a true and correct copy of all Company Leases and of all guaranties of payment of rent or performance of other tenant obligations.
(d) Except as described on Section 3.19 of the Seller’s KnowledgeCompany Disclosure Schedule, no lessee under any of the Company Leases has asserted any claim of which Company or any of the Company Subsidiaries has received written notice which would materially affect the collection of rent from such tenant and neither the Company nor any of the Company Subsidiaries has received written notice of any default or breach on the part of the Company or any of the Company Subsidiaries under any of the Company Leases with such a tenant or with respect to the Company Leased Property which has not been cured.
(e) Section 3.19 of the Company Disclosure Schedule sets forth a complete and correct list as of June 30, 2003, of all written commitments made by Company or any of the Company Subsidiaries to lease any of the Company Real Property which has not yet been reduced to a written lease, and provides with respect to each such commitment the principal terms of such commitment, including, if applicable, (i) the space to be occupied, (ii) the name of the tenant, (iii) the length of the original term thereof and any right or option to renew or extend the lease term, (iv) the monthly minimum rental, (v) rental escalations, (vi) the terms with respect to percentage rent or other overage rent, (vii) any provisions for tenant allowances and (viii) the right of any third-party broker to any outstanding brokerage or other commission incident thereto. The Company has delivered or made available to Buyer a complete and correct copy of all commitments.
(f) Any leases (including leases for Company Leased Property) pursuant to which Company or any Company Subsidiary, as lessee, leases real or personal property are in good standing, valid and enforceable in accordance with their respective terms, and there is not, under any of such leases, any existing default or any event which with notice or lapse of time or both would constitute such a default, nor do any of such leases contain any provision which would preclude Buyer from occupying and using the leased premises for the same purposes and upon substantially the same rental and other terms as are applicable to the occupation and use by Company and the Company Subsidiaries.
(g) Except as set forth on Section 3.19 of the Company Disclosure Schedule, (i) no Tenant is in default in the performance tenant under any of the Leases, nor Company Leases has a right to acquire any notice of default been delivered to any Tenant that is outstanding, and interest in Company Real Property; (ii) the Company has completed all construction, repairs and improvements which in excess of $100,000 in any one instance, or in excess of $500,000 in the aggregate, it is required to make under any Company Leases; (iii) no tenant under a Company Lease has a right of set-off or claim or counterclaim against the landlord arising out of the Company Lease; (iv) no tenant under a Company Lease has a right to relocate the premises in the center in which such tenant occupies space; (v) no tenant under a Company Lease has a right to lease any additional space; (vi) no tenant under a Company Lease has a right to be the exclusive seller or provider of products or services in a center in which such tenant occupies space; (vii) no tenant under a Company Lease has any “co-tenancy right”, e.g., a right to terminate the lease, reduce the rent, reduce store hours or “go dark” based upon the actions or inactions of another tenant; (viii) no Company Leases provide for free rent periods or other rent concessions applicable to any period of time after the date hereof; (ix) no tenant under a Company Lease is permitted to handle, store or dispose of Hazardous Materials in violation of Environmental Laws; (x) no tenant under any Company Lease has a right to cancel or terminate such Company Lease prior to the end of the current term; (xi) neither the Company nor any Company Subsidiary has received written notice of any insolvency or bankruptcy proceeding involving any tenant under any Company Lease; (xii) to the Knowledge of the Company, the Company and each Company Subsidiary has kept, observed and performed all of the landlord material obligations to construct tenant improvements be performed on a timely basis by the Company or reimburse the tenants for tenant improvements such Company Subsidiary as landlord under the Company Leases and as lessee under any lease for Company Leased Property; (xiii) none of the rents reserved in the Company Leases have been paid assigned other than to a lender in connection with a loan secured by the applicable Company Real Property; (xiv) the premises demised under the Company Leases have been completed and performed in fullthe tenants under the Company Leases have accepted the same and have taken possession on a rent paying basis, except as set forth on Section 1.04(e(xv) all payments due under the Company Leases are current and are consistent with the Tenant Rent Roll; (xvi) (x) the use and operation of all improvements, (y) the access of the Disclosure Schedules.
Company Real Property and (dz) No Purchased Entity is the improvements to all utilities for the Company Real Properties are in default in compliance with all Company Leases; and (xvii) no Company Lease contains a “most favored nation” provision or other similar provision which limits the performance amount of the Leasesrent, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and common area maintenance charges or other amounts payable by the tenant thereunder by reference to the rent, common area maintenance charges or other amounts payable by one or more tenants under other Company Leases.
(h) Except as described in Section 3.19 of the Company Disclosure Schedule, no brokerage or leasing commission or other compensation will be due or payable to any Person other than the Company or a Company Subsidiary with respect to or on account of any of the Tenants pursuant to their Company Leases or any extensions or renewals thereof.
(i) All individual repair or maintenance work orders for individual tenants required under written agreements made by the “Rent Roll”) has been made available to Purchaser Company with any tenant and all tenant improvement costs in connection with the Data-Room. Except as Company Leases are set forth in Section 3.19 of the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsCompany Disclosure Schedule.
Appears in 1 contract
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that Schedule 5.12 sets forth a list of all rents leases, licenses, permits, subleases and other amounts payable occupancy agreements, together with all amendments and supplements thereto, with respect to all real properties in which the Company has a leasehold interest, whether as lessor or lessee (each, a "Lease" and collectively, the "Leases"; the property covered by Leases under which the Company is a lessee is referred to herein as the "Leased Real Property") and in which the Company had a leasehold interest. The Seller has furnished true, correct and complete copies of all Leases to the Buyer or its representatives. No option has been exercised under any of the Tenants pursuant to their Leases (the “Rent Roll”) such Leases, except options whose exercise has been made available evidenced by a written document, a true, complete and accurate copy of which has been delivered to Purchaser in the Data-RoomBuyer or its representatives with the corresponding Lease. Except as set forth on Schedule 5.12, the transactions contemplated by this Agreement do not require the consent or approval of the other party to the Leases, nor will such transactions violate any Lease or cause the Company to be in default under any Lease.
(b) Each Lease is in full force and effect and no Lease has been modified or amended except pursuant to an amendment referred to on Schedule 5.12. Neither the Company nor any other party to a Lease has given to the other party written notice of or has made a claim with respect to any breach or default. The Company is not in default under any Lease and, to the knowledge of the Seller and the Company, no other party to a Lease is in default. There are no events which with the passage of time or the giving of notice or both would constitute a default by the Company or, to the knowledge of the Seller and the Company, by any other party to such Lease.
(c) None of the Leased Real Property is subject to any sublease, license or other agreement granting to any Person or entity any right to the use, occupancy or enjoyment of such property or any portion thereof. The Company has not received any notice from any utility company or municipality of any fact or condition which could result in the Rent Rolldiscontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services for any of the Leased Real Property. The Leased Real Property, all improvements thereon and thereto, and the operations therein conducted conform to all applicable health, fire, insurance, environmental, safety, zoning and building laws, ordinances and administrative regulations, Permits and other regulations (including, without limitation, the Americans with Disabilities Act), except for possible nonconforming uses or violations that do not and will not interfere with the present use, operation or maintenance thereof by the Company as now used, operated or maintained or access thereto, and that do not and will not affect the value thereof, and that do not and will not give rise to any penalty, fine or other liability, and the Company has not received any notice to the contrary. Each Leased Real Property is occupied and used by the Company in compliance with the Lease applicable thereto and pursuant to and in conformity with a validly issued certificate of occupancy which currently remains in effect.
(d) The plumbing, electrical, heating, air conditioning, elevator, ventilating and all other mechanical or structural systems for which the Company is responsible under the Leases in the buildings or improvements are in good working order and condition and are fully useable for their intended purpose, and the roof, basement and foundation walls of such buildings and improvements for which the Company is responsible under the Leases are in good condition and free of leaks and other defects. To the knowledge of the Seller and the Company, all such mechanical and structural systems and such roofs, basement and foundation walls for which others are responsible under said Leases are in good working order and condition and free of leaks and other defects. To the knowledge of the Seller and the Company, there are no leasing other physical defects or deferred maintenance items at any Leased Real Property that interfere with or impede the Company's use of such property in the ordinary course of its business or that the Company is obligated under any of the Leases to repair or otherwise correct.
(e) There are no guaranties (from the Seller or from other fees Persons) in favor of the lessors of any of the Leased Real Property.
(f) The Company has not sold, assigned, transferred, pledged or commissions dueencumbered all or any part of its leasehold interests in the Leased Real Property.
(g) Access from public streets and provision for parking and loading/unloading at each Leased Real Property conforms to all applicable legal requirements and is adequate for the conduct of the business of the Company in the normal course.
(h) To the knowledge of the Seller and the Company, no Leased Real Property is subject to a fee mortgage, deed of trust, other security interest or similar encumbrance, nor will to a ground lease or underlying lease.
(i) There is no pending, or, to the knowledge of the Seller or the Company, threatened: (i) condemnation of any become due, in connection with part of the Leased Real Property by any Lease Governmental Entity; (ii) special assessment against any part of the Leased Real Property; or (iii) litigation against the Seller or the Company or any renewal or extension or expansion lessor for breach of any Lease, nor under restrictive covenant affecting any understanding or agreement with any party as to payment part of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeased Real Property.
Appears in 1 contract
Leases. (a) True, complete and correct Borrower has delivered to the Agent true copies of all Leases, the Leases and any amendments thereto, any assignments thereto relating to the Mortgaged Property. An accurate and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) complete Rent Roll as of the date of inclusion of the Mortgaged Property in the Collateral with respect thereto have to all Leases of any portion of the Mortgaged Property has been made available provided to Purchaser the Agent. The Leases previously delivered to Agent as described in the Data-Room, a complete list of which is set forth on Section 3.10(a) preceding sentence constitute as of the Disclosure Schedules.
(b) date thereof the sole agreements between Borrower or any predecessor of Borrower and the tenants relating to leasing or licensing of space at the Mortgaged Property and in the Building relating thereto. No leasing commission remains payable by any Purchased Entity in respect of tenant under any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered entitled to any Tenant that is outstandingfree rent, and (ii) all partial rent, rebate of the landlord obligations to construct tenant improvements rent payments, credit, offset or reimburse the tenants for tenant improvements under the Leases have been paid and performed deduction in fullrent, including, without limitation, lease support payments or lease buy-outs, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is reflected in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their such Leases (the “or such Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Schedule 6.22, the Rent RollLeases reflected therein are, as of the date hereof, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, Borrower has not given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of Borrower, there are is no leasing basis for any such claim or notice of default by any tenant. No property other fees or commissions duethan (i) the Mortgaged Property and (ii) that certain land designated as Phase III, nor will any become dueAshburn Corporate Center (formerly known as Ashburn Business Park), Ashburn, Virginia, as depicted on the master plan attached as Exhibit H to the Yahoo! Lease and that certain data center facility known as ACC5 Phase I, located in connection Ashburn Corporate Center, Ashburn, Virginia referenced in the Yellowpages Letter Agreement is necessary to comply with any Lease or any renewal or extension or expansion of the requirements (including, without limitation, parking requirements) contained in any Lease. With respect to that certain Lease dated October 15, nor 2007 between Borrower, as landlord, and JPS Holdings, Inc., a California corporation d/b/a Net2ez (“JPS”), as tenant (the “JPS Lease”), Borrower represents and warrants that (a) it did not exercise its right within the time-frame under any understanding or agreement with any party as the JPS Lease to payment purchase twenty-five percent (25%) of any leasing commissions or fees regarding future leases or as the equity interests in JPS and thus, under the terms of the JPS Lease Borrower has the right to terminate the procuring JPS Lease and (b) Borrower has not terminated, and has no intention of tenantsterminating, the JPS Lease.
Appears in 1 contract
Leases. (a) True, The Borrower have delivered to the Agent true and complete and correct copies of all Leases, the Leases and any amendments thereto, any assignments thereto relating to each Collateral Property required to be delivered as a part of the Eligible Real Estate Qualification Documents as of the date hereof. An accurate and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) complete Rent Roll in all material respects as of the date of inclusion of each Collateral Property in the Collateral with respect thereto have to all Leases of any portion of the Collateral Property has been made available provided to Purchaser the Agent. The Leases previously delivered to Agent as described in the Data-Room, a complete list of which is set forth on Section 3.10(a) preceding sentence constitute as of the Disclosure Schedules.
(b) date thereof the sole material agreements relating to leasing or licensing of space at such Collateral Property and in the Building relating thereto. No leasing commission remains payable by any Purchased Entity in respect of tenant under any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered entitled to any Tenant that is outstandingfree rent, and (ii) all partial rent, rebate of the landlord obligations to construct tenant improvements rent payments, credit, offset or reimburse the tenants for tenant improvements under the Leases have been paid and performed deduction in fullrent, including, without limitation, lease support payments or lease buy-outs, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is reflected in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their such Leases (the “or such Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in Schedule 6.22, the Rent RollLeases reflected therein are, as of the date of inclusion of the applicable Collateral Property in the Collateral, in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there any material defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and except as reflected in Schedule 6.22, no Borrower has given or made, any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases, and to the best of the knowledge and belief of the Borrower and the Subsidiary Guarantors, there are is no leasing basis for any such claim or other fees notice of default by any tenant. Borrower knows of no condition which with the giving of notice or commissions due, nor will the passage of time or both would constitute a default on the part of any become due, in connection tenant with any respect to the material terms under a Lease or of the respective Borrower as landlord under the Lease. No security deposit or advance rental or fee payment (more than 2 months in advance) has been made by any renewal lessee or extension or expansion licensor under the Leases except as may be specifically designated in the copies of any Lease, nor under any understanding or agreement with any party as the Leases furnished to payment of any leasing commissions or fees regarding future leases the Agent or as otherwise disclosed to Agent in writing. No property other than the procuring Collateral Property which is the subject of tenantsthe applicable Lease is necessary to comply with the requirements (including, without limitation, parking requirements) contained in such Lease.
Appears in 1 contract
Leases. (a) True, An accurate and complete Rent Roll and correct copies summary thereof in a form reasonably satisfactory to the Agent as of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements the date of inclusion of each Mortgaged Property (or their equivalentsuch other recent date as may be acceptable to the Agent) with respect thereto have to all Leases of any portion of the Mortgaged Property has been made available provided to Purchaser the Agent. The Leases reflected on such Rent Roll constitute as of the date thereof the sole agreements and understandings relating to leasing or licensing of space at such Mortgaged Property and in the Data-RoomBuilding relating thereto. There are no occupancies, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity rights, privileges or licenses in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations Mortgaged Property or portion thereof other than pursuant to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed reflected in full, except as set forth on Section 1.04(e) of Rent Rolls previously furnished to the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-RoomAgent for such Mortgaged Property. Except as set forth in the each Rent Roll, the Leases reflected therein are in full force and effect in accordance with their respective terms, without any payment default or any other material default thereunder, nor are there are no leasing any defenses, counterclaims, offsets, concessions or rebates available to any tenant thereunder, and the Borrower has not given or made any notice of any payment or other material default, or any claim, which remains uncured or unsatisfied, with respect to any of the Leases. The Rent Rolls furnished to the Banks accurately and completely set forth all rents payable by and security, if any, deposited by tenants, no tenant having paid more than one month's rent in advance. The Borrower has reviewed the estoppel certificates delivered by the tenants of the Mortgaged Property to the Agent and such estoppel certificates are true and correct in all material respects. All tenant improvements or work to be done, furnished or paid for by the Borrower or credited or allowed to a tenant, for, or in connection with, the Building pursuant to any Lease has been completed and paid for or provided for in a manner satisfactory to the Agent. No material leasing, brokerage or like commissions, fees or commissions due, nor will any become due, payments are due from the Borrower in connection with any Lease or any renewal or extension or expansion respect of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsLeases.
Appears in 1 contract
Samples: Term Loan Agreement (Wellsford Real Properties Inc)
Leases. (a) TrueSeller has made available to the Purchaser true, correct and complete and correct copies of all of the Leases affecting the Properties including all guarantees of such Leases. Other than the Leases and the Ground Leases and any matters of record as reflected in the Title Commitments, none of Seller, any amendments theretoGeneral Partner, Charlotte Mezz Borrower, Charlotte Mezz General Partner or any assignments and guaranties thereof, and Owner has entered into any currently effective forbearance agreements (contract or their equivalent) agreement with respect thereto have been to the occupancy of the Property or any portion or portions thereof which will be binding on the Owners after the Closing, other than consent and recognition agreements with respect to subleases and customary agreements for utilities, cable, antennae, fiber optic and other similar service providers (collectively, the “Service Provider Contracts”). To the extent such Service Provider Contracts are in Seller’s actual possession, Seller has made available to Purchaser true, correct and complete copies of such Service Provider Contracts prior to the Effective Date. Except as disclosed in writing to the Data-Room, a complete list of which is set forth on Section 3.10(a) of Purchaser prior to the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s KnowledgeEffective Date, (i) no Tenant is in default in the performance of the Leases, nor written notice has been given or received by any notice of default been delivered Owner under such Leases with respect to any Tenant material default under the Leases that is outstanding, remains uncured and (ii) to Seller’s knowledge, no material default exists on the part of any Tenant under such Leases. Except as disclosed in writing to the Purchaser prior to the Effective Date, there is no free rent outstanding under any Lease, all of the landlord Owner’s obligations to construct tenant improvements or have been performed in full, all of the Owner’s obligations to reimburse the tenants Tenants for tenant improvements under the Leases and all concessions from the Owner under the Leases have been paid and performed in full, except as set forth on Section 1.04(eand no leasing commissions are due under the Leases or any separate leasing commission or brokerage agreements. No Tenant has paid any base rent, additional rent or any other amount due under the Lease more than one (1) month in advance of the Disclosure Schedules.
applicable due date, other than any security deposits (d) No Purchased Entity but any advance payment thereof after the Effective Date shall not constitute an Exception Matter if such payment is prorated as provided in default in the performance Section 7.5 of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Roomthis Agreement). Except as set forth disclosed in writing to the Rent RollPurchaser prior to the Effective Date, there are no leasing or other fees or commissions duesecurity deposits paid by Tenants, nor will 10 but any become due, application of security deposits in connection accordance with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsapplicable Leases after the Effective Date shall not constitute an Exception Matter.
Appears in 1 contract
Samples: Purchase and Sale Agreement
Leases. (a) True, complete and correct copies of all Seller is the lessor or landlord or the successor lessor or landlord under the Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity To Seller's knowledge, the Leases are in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has full force and effect and true, correct and complete copies thereof have been exerciseddelivered to Purchaser.
(c) To the Seller’s Knowledge, (i) no Tenant is Except as expressly provided in default in the performance of this Agreement or the Leases, nor to Seller's knowledge, Seller has no outstanding obligation to provide any notice of default been delivered tenant with an allowance to construct, or to construct, at its own expense, any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedulesimprovements.
(d) No Purchased Entity is To Seller's knowledge, no tenant under the Leases has filed a petition in default bankruptcy or for the approval of a plan of reorganization or management under the Federal Bankruptcy Code or any similar state law or made an admission in writing as to the performance relief therein provided or otherwise become the subject of any proceeding under any federal or state bankruptcy or insolvency law, or has admitted in writing its inability to pay its debts as they become due or made an assignment for the Leasesbenefit of creditors, nor or has petitioned for the appointment of or has had appointed a receiver, trustee or custodian of any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entityits property.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent RollLease Schedule attached hereto as Exhibit 1.1(e), to Seller's knowledge, there are no leasing other leases or occupancy agreements to which Seller is a party affecting the Property.
(f) Except as otherwise set forth in the Leases, to Seller's knowledge, no presently effective rent concessions have been given to any tenants and no rent has been paid in advance by any tenants respecting a period subsequent to the Closing.
(g) Except as set forth in the Lease Schedules attached hereto as Exhibit 1.1(e), no tenants have asserted in written notice to Seller any claims, defenses or offsets to rent accruing from and after the date of Closing.
(h) Except as set forth in the Lease Schedules attached hereto as Exhibit 1.1(e), to Seller's knowledge, no monetary default and no other material default, delinquency or breach exists on the part of any tenant.
(i) Except as set forth in the Lease Schedules attached hereto as Exhibit 1.1(e), there are no material defaults or breaches on the part of the landlord under any Lease.
(j) In the event that any Tenant Estoppel delivered to Purchaser with respect to any Lease shall contain any statement of fact, information or other fees matter which is inconsistent with the matters stated in Seller's representations in this Section 5.1.3, the Tenant Estoppel shall control and Seller shall have no liability for any claim based upon a breach of representation regarding such statement of fact, information or commissions dueother matter contained in the Tenant Estoppel.
(k) Notwithstanding anything to the contrary contained in this Agreement, nor Seller does not represent or warrant that any particular Lease will any become duebe in force or effect at Closing or that the tenants under the Leases will have performed their obligations thereunder.
(l) Except as otherwise expressly provided in this Agreement, in connection with the termination of any Lease prior to Closing by reason of the tenant's default shall not affect the obligations of Purchaser under this Agreement in any manner or entitle Purchaser to an abatement of or credit against the Purchase Price or give rise to any renewal or extension or expansion other claim on the part of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsPurchaser.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Health & Retirement Properties Trust)
Leases. (a) TrueThe rent roll attached hereto as Exhibit A (the “Rent Roll”) is true, correct and complete and correct copies of all there are no Leases affecting the Property except those Leases identified on the Rent Roll (collectively, “Existing Leases, any amendments thereto, any assignments ”). All agreements between the landlord and guaranties thereof, Tenant or between the landlord and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available guarantor pertaining to Purchaser in the Data-Room, a complete list any of which is such Leases are set forth in writing and are reflected on Section 3.10(a) of the Disclosure SchedulesRent Roll.
(b) No leasing commission To Borrower’s knowledge, there are no defaults by Borrower under the Existing Leases and Borrower has not received any written notice of a default from a tenant under an Existing Lease, which default remains payable outstanding. To the best knowledge of Borrower, there are no defaults by any Purchased Entity Tenants under the Existing Leases nor by any guarantors under the existing Lease Guaranties. The Existing Leases, including the existing Lease Guaranties, are in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercisedfull force and effect.
(c) To the Seller’s Knowledgebest knowledge of Borrower, (i) no Tenant is in default in the performance none of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all Tenants now occupying 10% or more of the landlord obligations to construct tenant improvements rentable space at the Property or reimburse having a current Lease affecting 10% or more of such rentable space is the tenants for tenant improvements under the Leases have been paid and performed in fullsubject of any bankruptcy, except as set forth on Section 1.04(e) of the Disclosure Schedulesreorganization or insolvency proceeding or any other debtor-creditor proceeding.
(d) No Purchased Entity is in default Other than as set forth on the Rent Roll, no Existing Lease may be amended, terminated or canceled unilaterally by a Tenant, and no Tenant may be released from its obligations, except in the performance event of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entitymaterial Casualty or Condemnation.
(e) A Except only for rent and additional rent for the current month, Borrower has not accepted any payment of rent more than one month in advance of its due date, nor any security deposit in an amount exceeding one month’s rent.
(f) Borrower has delivered to Lender a true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any copy of the Tenants pursuant to their Leases standard form of Lease used at the Property as of the date hereof (the “Rent RollLender-Approved Lease Form”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenants).
Appears in 1 contract
Samples: Loan Agreement (New England Realty Associates Limited Partnership)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledge, (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except Other than as set forth on Section 1.04(e) Exhibit E (the “Lease Schedule”), there are no oral or written Leases or rights of occupancy or subleases or licenses or grants or claims of right, title or interest in any portion of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance Premises or any side agreements relating thereto as of the Leases, nor has any Purchased Entity committed any breach thereofeffective date hereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases The Rent Roll attached hereto as Exhibit F‑1 (the “Rent Roll”) is true, correct and complete in all material respects as of the Effective Date. The Lease Schedule contains, among other things, a true and complete list of all Leases, including all amendments, escrow agreements and guarantees related thereto, and Seller has been made available to Purchaser Buyer for Buyer’s review in the Data-Roomonline data room maintained by Seller or delivered to Buyer, true and complete and accurate copies of all Leases set forth on the Lease Schedule. Except as set forth on Exhibit F‑3 hereto, Seller has not received any written notices from any of the tenants under the Leases asserting that Seller is in default in any material respects under any of the respective Leases (other than defaults which have been cured). Except as set forth on Exhibit F‑3 hereto and on the Delinquency Report (defined on Exhibit H), Seller has not delivered any written notices to any of the tenants under the Leases asserting that any event of default has occurred under any of the respective Leases (other than defaults which have been cured). To Seller’s knowledge and except as set forth in the Rent RollRoll or Exhibit F‑3 hereto, (i) the Leases are in full force and effect, and (ii) no base rent has been prepaid under any of the Leases more than thirty (30) days in advance. To Seller’s knowledge, except as may be set forth on Exhibit F‑2 hereto, no tenant is entitled to any agreed rent credit, free rent or any claim or offset against the rent payable by it under its Lease. As of the Effective Date, there are no leasing Lease Expenses (as hereinafter defined) now due or other fees which could become due under Existing Leases or commissions due, nor will any become due, the New Lease (as hereinafter defined) except for those Lease Expenses set forth on Exhibit F‑2 hereto (which Seller shall credit to Buyer in connection accordance with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to the procuring of tenantsSection 14.1.
Appears in 1 contract
Samples: Agreement of Sale (Tier Reit Inc)
Leases. (a) TrueAttached as Exhibit L to this Agreement is a true, correct, and complete list of all currently existing Leases at the Property to which any Seller is a party. The rent roll attached hereto as Exhibit M is the rent roll used by Seller in the operation of its business with respect to the Property, but Seller makes no representation or warranty as to their accuracy or completeness. Full, true and correct complete copies of all Leases, any Leases and all amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements relating thereto have heretofore been delivered to Buyer (or their equivalent) with respect thereto have been will be made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) Buyer as part of the Disclosure Schedules.
Documents). To Seller’s knowledge, each Lease is in full force and effect, and except as shown on Exhibit N, to Seller’s knowledge, no rent or other amounts payable under the Leases is more than one (b1) No leasing commission remains payable by any Purchased Entity month in respect of any Lease (arrears or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledgepaid more than one month in advance. Except as shown in Exhibit N, (i) no Seller has not delivered any written notices of Tenant is in default in the performance of the Leasesto any Tenants under Leases which remain uncured, nor has Seller received any notice written notices of a Landlord default from any Tenants under Leases which remain uncured. None of Seller’s interest in any Lease or of Seller’s right to receive the rentals payable by the Tenant thereunder has been delivered to assigned, conveyed, pledged or in any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullmanner encumbered by Seller, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent Roll, there are no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion existing financing encumbering the Property, which is to be repaid by Seller and released as of the Closing. Except as described on Exhibit N, no Tenant has given written notice to Seller of any Leasedefault or offsets, nor claims or defenses available to it which have not either been cured or no longer exist. The only Tenant Inducement Costs as of the date hereof for leased premises currently being leased under any understanding such Leases, which may hereafter be payable under or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as respect to the procuring of tenantsLeases (excluding, in any event any such Tenant Inducement Costs which may arise in connection with expansions or lease renewals/extensions hereafter occurring under or with respect to any such Leases) are identified in Exhibit N hereto.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Plymouth Industrial REIT Inc.)
Leases. (a) TrueExcept for the Leases set forth on the Lease Schedule, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance there are no leases or occupancy agreements (to which a Seller is a party affecting each Property. Each Seller has heretofore delivered or their equivalent) with respect thereto have been made available to Purchaser a true and correct copy of each Lease (including all amendments thereto) that is in the Data-Room, a complete list of which is such Seller’s possession or reasonable control. Except as set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any Lease (Schedule or renewal thereof) the rent rolls or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledgearrearage reports attached hereto as Schedule 3, (i) the Leases have not been modified in any material respect, (ii) no Tenant is security deposit has been furnished under any Lease, (iii) no fixed rent has been prepaid more than one month in default in the performance advance under any of the Leases, nor (iv) no Seller has given or received any default notice of default been delivered to under any Tenant that is outstanding, and (ii) all of the landlord obligations Leases (excluding any default notices as to construct tenant improvements which the default referenced therein has been, or reimburse the tenants for tenant improvements under the Leases have been paid and performed in fullis currently being, except as set forth on Section 1.04(ecured), (v) of the Disclosure Schedules.
(d) No Purchased Entity no Seller is in material default in the performance under any of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A trueand to each Seller’s knowledge, correct and complete rent roll that sets forth a list of all rents and other amounts payable by no tenant under any of the Tenants pursuant Leases is in material default of such tenant’s obligations under its Lease, (vi) there are no brokerage commissions due and payable with respect to their any of the Leases and (vii) as of the “Rent Roll”) has been made available to Purchaser date set forth in the Data-Roomarrearage reports attached hereto as Schedule 3, all rents (base, additional and percentage) are being paid and are current. The information on the rent rolls attached hereto as Schedule 3 is true and correct in all material respects; provided, however, that if there is any discrepancy between the information contained in Schedule 3 and the terms and provisions of any of the Leases, Seller shall not be deemed to have breached the representation contained in this sentence by reason of such discrepancy (nor shall Purchaser otherwise have any rights or remedies hereunder on account of such discrepancy). Each Seller is the lessor or landlord or the successor lessor or landlord under the Leases in effect with respect to such Seller’s Property. Except as set forth in the Rent RollLease Schedule or in Schedule 3, there are no leasing outstanding Leasing Costs or other fees uncompleted contractual obligations of a Seller to Tenants of such Seller’s Property to build out, repair or commissions dueremodel the Seller’s Property, nor will any become dueother than those that the Sellers are obligated to pay for pursuant to Section 4.4(b)(vii). For purposes of Section 5.1(c)(v), in connection with any a default under a Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as shall be deemed to payment of any leasing commissions or fees regarding future leases or as be “material” if Purchaser can reasonably demonstrate that the cost to the procuring of tenantsremediate such default is more than Fifty Thousand Dollars ($50,000.00).
Appears in 1 contract
Samples: Purchase and Sale Agreement (Kite Realty Group Trust)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, Other than the Leases listed on Exhibit I hereto and any currently effective forbearance New Leases executed in accordance with Section 9.2, above, Seller is not a party to any other leases, licenses or other occupancy agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) leasing or occupancy of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect Property. Buyer acknowledges and agrees that the expiration of any Lease (or renewal thereof) New Lease on or any expansion option prior to Closing shall not constitute a change of representation or warranty under such Lease that has been exercised.
(c) To this Article 11. With respect to the Seller’s KnowledgeLeases, (i) no Tenant all of the Leases are in full force and effect except as otherwise set forth on Exhibit I; (ii) to Seller’s knowledge, neither Seller nor any tenant is in monetary default in the performance beyond any applicable notice and cure period or has given written notice of any existing material non-monetary default under any of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and ; (iiiii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct Exhibit K and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent RollExhibit L attached hereto, there are no leasing Leasing Costs, rent concessions, or other fees tenant inducements that remain unpaid, unapplied, or commissions dueotherwise outstanding with respect to any Lease, nor will any become due, including in connection with any Lease amendment or any renewal supplement to, or extension or expansion of modification of, any Lease; (iv) to Seller’s knowledge, nor Seller has not received any written notice that any tenant under any understanding Lease is a party to any bankruptcy or agreement with any party insolvency proceeding (other than as to a creditor) or is otherwise insolvent; (v) unless noted on Exhibit M, no Tenant is more than thirty (30) days in arrears on the payment of any leasing commissions or fees regarding future leases or as rent; and (vi) Exhibit N includes a true, correct, and complete list of all security deposits (including Letters of Credit) actually held by Seller with respect to the procuring Leases as of tenantsthe Effective Date (to be updated as of the Closing Date).
Appears in 1 contract
Samples: Agreement of Purchase and Sale (City Office REIT, Inc.)
Leases. (a) TrueThe Rent Roll and Delinquency Report provided to Buyer pursuant to Section 4, as updated pursuant to Section 6.3.8, are true, correct, and complete as of the date prepared. Seller has or will, pursuant to Section 4, deliver to Buyer true, accurate and correct complete copies of all Leasesof the Leases and, to the best of Seller’s knowledge, there are no leases, subleases, licenses, occupancies or tenancies in effect pertaining to any amendments thereto, any assignments and guaranties thereofportion of the Property, and no persons, tenants or entities occupy space in the Property, except as stated on the most current Rent Roll. To the best of Seller’s knowledge, there are no rights to renew, extend or terminate the Leases or expand any currently effective forbearance agreements (Lease premises, except as shown in the Rent Roll, the Leases and the Due Diligence Items. To the best of Seller’s knowledge and except as expressly set forth in the Leases and Due Diligence Items, no brokerage commission or their equivalent) similar fee is due or unpaid by Seller with respect thereto have been made available to Purchaser in the Data-Roomany Lease, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing and there are no written or oral agreements that will obligate Buyer, as Seller’s assignee, to pay any such commission remains payable by any Purchased Entity in respect of or fee under any Lease (or extension, expansion or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) . To the best of Seller’s Knowledgeknowledge, (i) no neither Seller nor any Tenant is in material default under its Lease. To the best of Seller’s knowledge, Seller is in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) full compliance with all of the landlord landlord’s obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser in the Data-Room. Except as set forth in the Rent RollLeases and Due Diligence Items, there are Seller has no leasing obligation to any Tenant under the Leases to further improve such Tenant’s premises or to grant or allow any rent or other fees concessions. No rent or commissions dueother payments have been collected in advance for more than one (1) month and no rents or other deposits are held by Seller, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with any party as to payment of any leasing commissions or fees regarding future leases or as to except the procuring of tenantssecurity deposits described on the Rent Roll and rent for the current month.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Healthcare Trust of America, Inc.)
Leases. (a) TrueThe Property is not subject to any leases, complete and correct copies subleases, licenses, concessions or other agreements related to the leasing or renting of all Leases, the Property or any amendments thereto, any assignments and guaranties portion thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete list of which is set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable by any Purchased Entity in respect of any except for Principal Lease (or renewal thereof) or any expansion option under such Lease that has been exercised.
(c) To the Seller’s Knowledgeas amended from time to time), (i) no Tenant is in default in the performance of the Leases, nor has any notice of default been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, except as set forth on Section 1.04(e) of the Disclosure Schedules.
Rent Roll (d) as defined herein). No Purchased Entity is in default person has any possessory interest in the performance of Property or right to occupy the Leasessame, nor has any Purchased Entity committed any breach thereof. No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete rent roll that sets forth a list of all rents and other amounts payable by any of the Tenants than pursuant to their the Principal Leases disclosed in the Rent Roll. Borrower hereby represents that: (i) Borrower has delivered a schedule (the “Rent Roll”) of all Leases affecting the Property, which is attached to the Closing Certificate, which accurately and completely sets forth in all material respects for each Lease, the following: the name of the Tenant, the Lease expiration date, the space demised and amount of rent, which Rent Roll is true, correct and complete as of the date hereof; and (ii) the Borrower is the owner and holder of the landlord’s interest under the Leases, and there are no prior assignments of all or any portion of the Leases or any portion of the Rents and Profits which are presently outstanding and have priority over the assignment of leases and rents contained herein in Section 1.9 given by Borrower to Lender; and (iii) each Lease constitutes the legal, valid and binding obligation of Borrower; and (iv) to Bxxxxxxx’s knowledge, after due and diligent inquiry and investigation no default exists, or with the passing of time or the giving of notice or both would exist, under any Lease which would, in the aggregate, have a material adverse effect on Borrower or the Property; and (v) except as disclosed in writing in an estoppel certificate by such Tenant that has been made available delivered to Purchaser Lender in connection with the Loan, to the Borrower’s knowledge, after due and diligent inquiry and investigation, no Tenant has any offset or defense to the payment of rent under its Lease; and (vi) except as disclosed in writing in an estoppel certificate by such Tenant that has been delivered to Lender in connection with the Loan, no Tenant has, as of the date hereof, paid rent under its Lease more than one (1) month in advance, and the rents under such Lease has not been waived, released, or otherwise discharged or compromised; and (vii) except as disclosed in writing in the Data-Room. Except estoppel certificate delivered to Lender in connection with the Loan all work to be performed by Borrower under each Lease has been substantially performed, all contributions to be made by Borrower to the Tenant thereunder have been made and all other conditions precedent to each Tenant’s obligations thereunder have been satisfied; and (viii) except as set forth disclosed in writing in an estoppel certificate by such Tenant that has been delivered to and accepted by Lxxxxx in connection with the Loan, each Tenant under a Lease has entered into occupancy of the demised premises; and (ix) Borrower has delivered to Lender true, correct and complete copies of all Leases described in the Rent Roll; and (x) to the best of Borrower’s knowledge and belief, there are each Tenant is free from bankruptcy, reorganization or arrangement proceedings or a general assignment for the benefit of creditors; and (xi) except as specifically described in the Title Insurance Policy, no leasing or other fees or commissions due, nor will any become due, in connection with any Lease or any renewal or extension or expansion of any Lease, nor under any understanding or agreement with provides any party as with the right to payment of any leasing commissions obtain a lien or fees regarding future leases or as encumbrance upon the Property superior to the procuring lien of tenantsthis Deed of Trust.
Appears in 1 contract
Samples: Deed of Trust, Assignment of Leases and Rents and Security Agreement (Gladstone Commercial Corp)
Leases. (a) True, complete and correct copies of all Leases, any amendments thereto, any assignments and guaranties thereof, and any currently effective forbearance agreements (or their equivalent) with respect thereto have been made available to Purchaser in the Data-Room, a complete The list of which is Existing Leases set forth on Section 3.10(a) of the Disclosure Schedules.
(b) No leasing commission remains payable in Exhibit “E” hereto is true, correct and complete in all material respects and accurately reflects any security deposits held by any Purchased Entity in respect of any Lease (or renewal thereof) Seller or any expansion option under such Lease that has been exercised.
(cProperty Owner. The updated list of Leases to be delivered at Closing pursuant to Section 15(a)(iii) To shall be true, correct and complete in all material respects. There are no leases, licenses, permits, franchises, concessions or other occupancy agreements, written or oral, affecting the Seller’s KnowledgeProperties, (i) no Tenant is in default in the performance of other than the Leases, nor has any notice of default . The Leases are in full force and effect and have not been delivered to any Tenant that is outstanding, and (ii) all of the landlord obligations to construct tenant improvements or reimburse the tenants for tenant improvements under the Leases have been paid and performed in full, amended except as set forth on Section 1.04(e) of in Exhibit “E” (as the Disclosure Schedules.
(d) No Purchased Entity is in default in the performance of the Leases, nor has any Purchased Entity committed any breach thereofsame shall be updated as provided above). No notices of default have been received by any Purchased Entity.
(e) A true, correct and complete copy of the rent roll that sets forth for each Property (each a list of all rents and other amounts payable by any of the Tenants pursuant to their Leases (the “Rent Roll”) has been made available to Purchaser is attached hereto as Exhibit “R”. Each Rent Roll contains the name of each tenant, the rentable area of the leased premises, the expiration date of the lease term, the current minimum rent and the current billing of CAM and real estate tax charges, and such information is true and correct in all material respects as of the Data-Roomdate of the Rent Roll. Except as All information set forth in the Updated Rent Roll to be delivered by Seller to Buyer at Closing shall be true and correct in all material respects as of the date of the Updated Rent Roll. At the time of Closing, there neither Seller nor any Owner shall have accepted any prepayment of rent under any of the Leases (except for rental for the current month and payments that are no leasing or other fees or commissions due, nor will any become due, required to be made in connection with advance pursuant to the terms and provisions of any Lease and advance rental payments reflected on the Closing Statement and the Updated Rent Rolls). At the time of Closing, neither Seller nor any Owner shall have entered into New Leases, or modified or terminated any renewal of the Existing Leases subsequent to the Effective Date, except as expressly provided herein or extension otherwise with the consent or expansion deemed consent of Buyer hereunder (except for a termination permitted by the terms of any such Lease, nor other than on account of acts or omissions of the applicable Property Owner). Seller has delivered or made available to Buyer true, correct and complete copies of the Leases (including all amendments thereto) in all material respects. A Property Owner is the landlord under each of the Leases and has not assigned, mortgaged, pledged, sublet, hypothecated or otherwise encumbered any of its rights or interests under any understanding or agreement with of the Leases, other than any party as such encumbrances that shall be satisfied and released of record at Closing. Neither the landlord nor, to payment Seller’s knowledge, any tenant is in default of any leasing commissions or fees regarding future leases or of its material obligations under the Leases. Attached hereto as Exhibit “V” is a schedule of accounts receivable under the Leases, which is true and correct in all material respects as of the date of such schedule. All information set forth in the update to Exhibit “V” to be delivered by Seller to Buyer at Closing shall be true and correct in all material respects as of the procuring of tenantsdate thereof.
Appears in 1 contract
Samples: Agreement of Purchase and Sale (Pennsylvania Real Estate Investment Trust)