Property Leases. Except with respect to the Headquarters, each of the properties listed in the General Disclosure Package and the Prospectus as a property with respect to which the Company or one of its Subsidiaries has a leasehold interest is the subject of a lease that (A) is in the name of the relevant Subsidiary and has been duly and validly authorized, executed and delivered by or on behalf of the relevant Subsidiary or (B) has been assigned to a Subsidiary pursuant to an assignment of lease which has been duly and validly authorized, executed and delivered by or on behalf of the relevant Subsidiary and to the knowledge of the Company, by each of the other parties thereto and each such lease constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.
Property Leases. (a) Section 4.13(a) of the Company Disclosure Letter contains a true, correct and complete list of, and describes briefly, (i) all real property and interests in real property owned in fee by the Company and its Subsidiaries (collectively, the “Company Owned Real Property”), and (ii) all real property and interests in real property leased or subleased by the Company and its Subsidiaries from or to any person (collectively, the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”). The Company has Made Available to AcquisitionCo, with respect to each of the Company Leased Real Properties, all existing leases, subleases, licenses and other occupancy contracts to which the Company or any of its Subsidiaries is a party or by which the Company or any of its Subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the “Company Tenant Leases”), regardless of whether the terms thereof have commenced.
(b) The Company and its Subsidiaries have good and marketable fee simple title to all Company Owned Real Property, free and clear of all Encumbrances, except (A) those Encumbrances set forth in Section 4.13(b) of the Company Disclosure Letter and (B) Permitted Encumbrances. The Company Real Property constitutes all interests in real property currently used, occupied or currently held for use in connection with the respective businesses of the Company and its Subsidiaries and that are necessary for the continued operation in all material respects of the respective businesses of the Company and its Subsidiaries as such businesses are currently conducted. All of the Company Real Property, fixtures and improvements thereon owned or leased by the Company and its Subsidiaries are in reasonably good operating condition without material structural defects, and all mechanical and other building systems located thereon are in reasonably good operating condition and suitable, sufficient and appropriate in all material respects for their current uses.
(c) Except for any Company Tenant Lease that expires in accordance with its terms, the Company and its Subsidiaries have, and after the Effective Time, will continue to have, a valid and enforceable leasehold interest under each of the Company Tenant Leases, free and clear of all Encumbrances other than Permitted Encumbrances, and each of the Company Tenant Leases is, and after the Effective Time will continue to be, in full ...
Property Leases. Except with respect to the Headquarters, each of the properties listed in the Registration Statement, the Prospectus and any Permitted Free Writing Prospectus as a property with respect to which the Company or one of its Subsidiaries has a leasehold interest is the subject of a lease that (i) is in the name of the relevant Subsidiary and has been duly and validly authorized, executed and delivered by or on behalf of the relevant Subsidiary or (ii) has been assigned to a Subsidiary pursuant to an assignment of lease which has been duly and validly authorized, executed and delivered by or on behalf of the relevant Subsidiary and to the knowledge of the Company, by each of the other parties thereto and each such lease constitutes a valid and binding agreement of the parties thereto, enforceable in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by general principles of equity.
Property Leases. Each of the Property Owners and the Net Tenants has executed and delivered a Property Lease with respect to each of the Acquired Real Property Assets.
Property Leases. Neither the Company nor its Subsidiaries owns, nor formerly owned, any real property. All leases that individually or in the aggregate are Material are valid and subsisting and are in full force and effect in all material respects.
Property Leases. True and complete copies of all leases to which the Company or any Subsidiary is a party respecting any Real Property and all other instruments granting such leasehold interests, rights, options or other interests (including all amendments, modifications and supplements thereto) have been delivered to Buyer and are listed on Schedule 3.7.1 and the Buyer hereby acknowledges the receipt thereof (the “Property Leases”).
Property Leases. True and complete copies of all leases to which the Company is currently a party respecting any Real Property and all other instruments granting such leasehold interests, rights, options or other interests (including all amendments, modifications and supplements thereto) have been delivered to KIT (the “Property Leases”).
Property Leases. (i) Copies of each contract under which the Company leases, holds or operates any real property owned by any third Person or subleases any real property to any third Person has been made available to the Purchaser as listed in Schedule J hereto.
(ii) No material breach of any covenant affecting the freehold or leasehold title to any asset of the Company has occurred and in relation to each leasehold property, the rent has been paid in accordance with the relevant agreements. There do not exist any easements over the immovable assets, which would materially affect the Company’s use and enjoyment of the immovable assets.
(iii) Where any immovable and movable assets are used in the Business but not owned by the Company or any facilities or services are provided to the Company by any third party, there has not occurred any event of default or any other event or circumstance, which may entitle any third party to terminate any agreement or license in respect of the provision of such facilities or services (or any event or circumstance which with the giving of notice and/or the lapse of time and/or a relevant determination would constitute such an event or circumstance).
Property Leases. (a) The Company has good and marketable title to all of its assets, real, personal and mixed, tangible and intangible, in each case free and clear of all liens, security interests, claims, charges and encumbrances except (i) as expressly set forth in the Sellers' Schedule and (ii) the lien, if any, of current taxes not yet due and payable. All machinery, fixtures, equipment and similar assets of, and all real property of or leased by the Company are in good operating condition and repair.
(b) All leases to which the Company is a party are listed on the Sellers' Schedule.
(c) All leases to which the Company is a party are in good standing, and are valid, binding and enforceable in accordance with the respective provisions thereof.
Property Leases. Buyer represents and warrants to Lender that (i) the Property Leases (as defined in the Security Instrument, and assumed by Buyer) are in full force and effect, (ii) the Property Leases have not been amended, modified or otherwise changed, except as assigned from Borrower to Buyer, (iii) Xxxxxx and Urban have not assigned or subleased their interests in the Property Leases to any other party and no leases or other agreements relating to the Property, other than the Property Leases, exist between Xxxxxx and Urban and (iv) no amendments, modifications or substitutions to the Property Leases, have been or will be recorded with the Official Records.
