Real and Personal Property Leases. Section 3.21 of the Disclosure Schedule lists all Leases, as amended, including the date of such Lease and each amendment thereto, the term of each such Lease, any extension and expansion options thereof, and the amounts payable thereunder. Seller has delivered to the Buyer complete and accurate copies of the Leases. With respect to each Lease:
(a) Except as set forth in Section 3.21 of the Disclosure Schedule, such Lease is legal, valid, binding, enforceable by Buyer and in full force and effect;
(b) except as otherwise set forth in Section 3.21 of the Disclosure Schedule, such Lease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing;
(c) except as otherwise set forth in Section 3.21 of the Disclosure Schedule, Seller is in compliance in all material respects with the terms and conditions of each such Lease.
(d) except as otherwise set forth in Section 3.21 of the Disclosure Schedule, neither Seller, nor any other party, is in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the knowledge of Seller is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by Seller or, to the knowledge of Seller, any other party under such Lease;
(e) except as otherwise set forth in Section 3.21 of the Disclosure Schedule, there are no disputes, oral agreements or forbearance programs in effect as to such Lease;
(f) no Person has provided Seller with notice that it intends to terminate any Lease;
(g) Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(h) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the operation of said facilities; and
(i) Seller is not aware of any Security Interest, easement, covenant or other restriction applicable to the property subject to such lease which would reasonably be expected to materially impair the current uses or the occupancy by Seller of the property subject thereto.
Real and Personal Property Leases. With respect to each lease and license pursuant to which CFSB or any of CFSB's subsidiaries, as lessee or licensee, has possession of real or personal property, excluding any personal property lease with payments of less than $25,000 per year ("CFSB'S LEASES"):
Real and Personal Property Leases. With respect to each lease and license pursuant to which Grand Premier or any of its subsidiaries, as lessee or licensee, has possession of real or personal property, excluding any personal property lease with aggregate payments of less than $25,000 per year ("Grand Premier's Leases"):
Real and Personal Property Leases. With respect to each lease and license pursuant to which O.A.K. or any O.A.K. Subsidiary, as lessee or licensee, has possession of real or personal property, excluding any personal property lease with payments of less than $25,000 per year ("O.A.K.'s Leases"):
Real and Personal Property Leases. Schedule 2.10 is a true and complete list of all leases of real or personal property to which CMB is a party, whether as lessor or lessee.
Real and Personal Property Leases. The next payment due to lessors after the Closing Date with respect to any leased real estate, vehicles or Equipment that are assigned to and assumed by Buyer shall be apportioned between Company and Buyer based on the time in such period before and after the Closing Date.
Real and Personal Property Leases. All leases of real --------------------------------- property, equipment, furniture and other personal property leased by Company (the "Real and Personal Property Leases"), solely as described in Schedule 1.1. (b).
Real and Personal Property Leases. With respect to each lease and license pursuant to which First Evergreen or First Evergreen Bank, as lessee or licensee, has possession of real or personal property, excluding any personal property lease with payments of less than $25,000 per year ("FIRST EVERGREEN'S LEASES"):
Real and Personal Property Leases. With respect to each lease and license pursuant to which Merchants or any of its subsidiaries, as lessee or licensee, has possession of real or personal property, excluding any personal property lease with payments of less than $25,000 per year ("MERCHANTS' LEASES"):
Real and Personal Property Leases. (a) Schedule 4.9 accurately identifies all Leased Real Property and each applicable Real Property Lease (including any amendments, guarantees, assignments, extensions, modifications or supplements thereto) and property address. Neither the Company nor any of its Subsidiaries owns any real property and, except as set forth on Schedule 4.9, neither the Company nor any of its Subsidiaries has owned or leased any real property that is not part of the Leased Real Property. The Company or an applicable Subsidiary has valid leasehold interests in, and possession of the Leased Real Property free and clear of all Encumbrances, other than Permitted Encumbrances, and the valid and enforceable power and unqualified right to use and indirectly transfer the Leased Real Property pursuant to the terms and conditions of this Agreement. All the Real Property Leases are in full force and effect and none of the Company or any of its Subsidiaries and, to the Sellers’ Knowledge, any other party to a Real Property Lease, is in material default under any of such Real Property Lease, nor has the Company or its relevant Subsidiary subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. The Company has provided complete and accurate copies of the Real Property Leases to the Buyer. The Real Property Leases constitute valid and binding obligations of the Company or one of its Subsidiaries as tenants, enforceable in accordance with their terms, except to the extent that enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws, or equitable principles related to the rights of creditors generally. Except as set forth on Schedule 4.9, no Approval is required under the Real Property Leases in order to consummate the Transactions, and the consummation of the Transactions will not result in a breach under any Real Property Lease. No condemnation or similar proceeding has been commenced and, to the Sellers’ Knowledge, threatened against the Leased Real Property. None of the Leased Real Property has been materially damaged or destroyed since the Balance Sheet Date. All necessary material certificates, permits, licenses and other Approvals, governmental and otherwise, necessary for the use, occupancy and operation of the Leased Real Property and the conduct of the Business (including certificates of completion and certificates of occupancy) and all required zoning, building code, l...
