Seller Interests    Premises Sample Clauses

Seller Interests    Premises. Seller’s Actual Knowledge 6.1.8(b) SSLI Parties 12.7 Subject Companies Premises Subject Company Interests Premises Subject Company Operating Agreements Premises Transfer Tax Forms 5.1.3 Transfer Taxes 5.1.3 UPREIT LLC Premises UPREIT LLC Interest Premises UPREIT LLC Operating Agreement Premises Ventas Parties 12.7 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 1, 2010, made by and among (i) SUNRISE SENIOR LIVING INVESTMENTS, INC., a Virginia corporation (“Seller”), (ii) SZR US INVESTMENTS, INC., a Delaware corporation (“Investments”), (iii) VENTAS REIT US HOLDINGS, INC., a Delaware corporation formerly known as Sunrise REIT US Holdings, Inc. (“Holdings” and, together with Investments, the “Buyers”), (iv) solely for the purpose of Section 10.3, Sunrise Senior Living Management, Inc., a Virginia corporation, and (v) solely for the purpose of Section 12.7, Ventas, Inc., a Delaware corporation.
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Seller Interests    Premises. Seller’s Actual Knowledge 6.1.8(b) SSLI Parties 12.7 Subject GP Interests Premises Subject GPs Premises Subject LP Agreements Premises Subject LP Interests Premises Subject LPs Premises Transfer Taxes 3.7 Ventas Parties 12.7 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this “Agreement”), dated as of October 1, 2010, made by and among (i) SUNRISE NORTH SENIOR LIVING, LTD., a New Brunswick corporation (the “Seller”), (ii) VENTAS SSL ONTARIO II, INC., an Ontario corporation (the “Buyer”), (iii) solely for the purpose of Section 10.3, Sunrise Senior Living Management, Inc., a Virginia corporation, and (iv) solely for the purpose of Section 12.7, Ventas, Inc., a Delaware corporation.
Sample 1

Related to Seller Interests    Premises

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Leased Properties Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

  • The Properties 3.1 All of the Properties are in England, Wales or Scotland.

  • Leasehold Properties In relation to those Properties which are leasehold:

  • Leased Property Upon and subject to the terms and conditions hereinafter set forth, Landlord leases to Tenant and Tenant leases from Landlord all of Landlord's right, title and interest in and to all of the following (collectively, the "Leased Property"):

  • Rentable Area of the Premises The term "Rentable Area of the Premises" shall mean 29,227 square feet, which Landlord and Tenant have stipulated as the Rentable Area of the Premises. Tenant acknowledges that the Rentable Area of the Premises includes the usable area, without deduction for columns or projections, multiplied by a load factor to reflect a share of certain areas, which may include lobbies, corridors, mechanical, utility, janitorial, boiler and service rooms and closets, restrooms and other public, common and service areas of the Building.

  • Leased Assets The term "Leased Assets" shall have the meaning ascribed thereto in Section 3.6.

  • Title to Properties; Possession Under Leases (a) Such Borrower and each of its Subsidiaries have good and marketable title to, or valid leasehold interests in, all its material properties and assets, except for minor defects in title that do not materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes.

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

  • Sublease Premises On and subject to the terms and conditions below, Sublandlord hereby leases to Subtenant, and Subtenant hereby leases from Sublandlord, the Sublease Premises.

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