Seller Leases. (i) All leases (the “Seller Leases”) pursuant to which Seller is lessor or lessee of any real or material personal property (such property, the “Leased Property”) are set forth in Section 3.4(d)(i) of the Disclosure Memorandum. All Seller Leases are valid and enforceable in accordance with their terms, subject to the General Enforceability Exceptions; there is not under any of the Seller Leases any default or any claimed default by Seller, Seller’s lessor (where Seller is the lessee under a Seller Lease) or Seller’s lessee (where Seller is the lessor under a Seller Lease), or event of default or event which with notice or lapse of time, or both, would constitute a default by Seller, Seller’s lessor (where Seller is the lessee under a Seller Lease) or Seller’s lessee (where Seller is the lessor under a Seller Lease) and in respect of which adequate steps have not been taken to prevent a default from occurring if Seller is the party in breach.
(ii) The copies of the Seller Leases heretofore furnished or made available by Seller to Buyer are true, correct and complete in all material respects, and the Seller Leases have not been modified other than pursuant to amendments, copies of which have been concurrently delivered or made available to Buyer, and, to the knowledge of Seller, are in full force and effect in accordance with their terms.
(iii) There are no contractual obligations, agreements in principle or present plans for Seller to enter into new leases of real property or to renew or amend existing Seller Leases prior to the Closing Date.
Seller Leases. Commencing as of Closing, Seller and Buyer shall enter into separate lease agreements (the "Seller Leases") by which Seller shall lease the entire Property from Buyer. The terms of each of the Seller Leases shall be as follows: X- 00000 Xxx Karman Avenue 120,560 square feet 7 years B- 00000 Xxx Xxxxxx Xxxxxx 147,520 square feet 10 years* C- 00000 Xxxxxxxx Xxxxxx 83,370 square feet 5 years D- 00000 Xxxxxxxx Xxxxxx 54,350 square feet 3 years** * One half of the first floor of Building B will be leased for seven (7) years. ** Plus two (2) option terms of one (1) year each at fair market value. Rent under each of the Seller Leases shall be $1.70 per rentable square foot per month (triple net), increasing three percent (3.0%) per year throughout the term. Each of the Seller Leases shall be in substantially the form attached hereto as Exhibit B.
Seller Leases. (a) Seller is the owner of the Owned Real Property in fee simple absolute and Seller has a valid leasehold interest in the Leased Real Property, subject to recorded easements, servitudes, covenants, conditions, restrictions, and other similar matters affecting title to the Subject Restaurant Real Property and other title defects that do not or would not materially impair the use or occupancy of the Subject Restaurant Real Property in the operation of a Subject Restaurant in accordance with the terms of the Franchise Agreement or Buyer’s rights under the Seller Lease with respect to such Subject Restaurant.
(b) Seller has full right, power and lawful authority to execute, deliver and perform its obligations under each Seller Lease, in the manner and upon the conditions and provisions therein contained and to grant the estate therein demised, with no other Person needing to join in the execution hereof in order for the Seller Lease to be binding on all parties having an interest in the Subject Restaurant Real Property. The execution and delivery of each Seller Lease by Seller and the due consummation of the transactions contemplated thereby constitute a valid and binding agreement of Seller. Neither the execution and delivery of any Seller Lease nor the consummation by Seller of the transactions contemplated thereby will constitute a violation of any provisions of applicable Law, result in the breach of or the imposition of any Lien on or constitute a default under any indenture or bank loan or credit agreement, license, permit, trust, custodianship or other restriction, which violations, breach, imposition of Lien or default would affect the validity of any Seller Lease.
(c) To Seller’s Knowledge, there are no unrecorded easements or encroachments affecting any portion of any Subject Restaurant Real Property.
(d) There are no pending or, to the Seller’s Knowledge, threatened Actions which might interfere with the quiet enjoyment of any Subject Restaurant Real Property by Buyer or that might materially impair the use or occupancy of any Subject Restaurant Real Property in the operation of a Subject Restaurant in accordance with the terms of the Franchise Agreement or Buyer’s rights under any Seller Lease. There are no outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any master lease underlying a Leased Real Property.
(e) To Seller’s Knowledge, except ...
Seller Leases. Two (2) originals of each of the Seller Leases.
Seller Leases. All of the Seller Leases that are Assigned Contracts are listed on Section 2.01(c) of the Seller Disclosure Letter. Seller or one of the Seller Subsidiaries has a valid leasehold interest in each Seller Lease that is an Assigned Contract, free and clear of all Encumbrances (other than Permitted Encumbrances) and there are no pending or, to the Knowledge of Seller, threatened, condemnation or eminent domain proceedings or other Governmental Authority proceedings affecting any demised premises under a Seller Lease that is an Assigned Contract.
Seller Leases. The documents delivered to Buyer pursuant to Section 4.1(c)(iv) and listed on Exhibit G with respect to the Seller Leases constitute correct and complete copies of all of the Seller Leases. Seller is not in default with respect to any of the Seller Leases nor, to Seller's actual knowledge, has any event or circumstance occurred that, with the giving of notice or the passage of time, or both, would constitute a default by Seller with respect to any of the Seller Leases. To Seller's actual knowledge, as of the Agreement Date, none of the other parties to any of the Seller Leases is in default with respect to any of the Seller Leases nor has any event or circumstance occurred that, with the giving of notice or the passage of time, or both, would constitute a default by any of such other parties with respect to any of the Seller Leases. Seller has not received any security or other deposits with respect to any of the Seller Leases.
Seller Leases. The Seller Leases, substantially in the form attached as Exhibits F-1 and F-2 to this Agreement;
Seller Leases. To the Knowledge of Seller: (i) the Seller Leases are valid and in full force and effect; (ii) there exists no breach or default under the Seller Leases and no facts or circumstances exist (including the consummation of the transactions contemplated hereby) that would, but for the delivery of notice and/or the lapse of any applicable period of grace, constitute a breach or default under any Seller Lease; (iii) the Seller Leases have not been modified since their inception, except for amendments related to rented areas and rental payments; and (iv) the Seller Leases shall continue immediately after the Closing in accordance with their respective terms and conditions.
Seller Leases. (i) For each Seller Lease and Seller Personal Property Lease that Seller remains obligated under at and after the Closing, Buyer will (and will cause Target to) use its commercially reasonable efforts to obtain from the landlord under such Seller Lease or lessor under such Seller Personal Property Lease such landlord's or lessor's agreement to remove Seller from such Seller Lease or Seller Personal Property Lease and release Seller from its obligations under such Seller Lease or Seller Personal Property Lease as soon as possible following the Closing. Seller will use its commercially reasonable efforts to work together with Buyer and Target in obtaining such consents. In addition, Seller and Target shall enter into, at or prior to Closing, an assignment and assumption agreement in substantially the form attached hereto as Exhibit V with respect to each Seller Lease under which Seller is the sole tenant, and Buyer and Seller shall, and Buyer shall cause Target to, prepare, execute and deliver on the Closing Date to the landlords under the Seller Leases, a consent substantially in the form attached hereto as Exhibit VI. Buyer covenants and agrees that it will not (and it will cause Target not to) exercise any option to extend or right to renew the term of any Seller Lease or Seller Personal Property Lease under which Seller remains obligated.
(ii) Buyer shall (and shall cause Target to) immediately inform Seller in writing of any uncured default under any Seller Lease or Seller Personal Property Lease under which Seller remains an obligor. If Buyer or Target fails to cure any material default within 30 days of such notice to Seller, Seller may, at its option, at any time during which such default continues, demand that the relevant Seller Lease or Seller Personal Property Lease be assigned to Seller and that Buyer shall cause Target to exit the relevant Leased Premises and relinquish to Seller the personal property that is the subject of the relevant Seller Personal Property Leases, in at least substantially the same order and condition as received from Seller on the Closing Date. A material default is one that allows the landlord or lessor to terminate the Seller Lease or Seller Personal Property Lease and/or to pursue damage claims against the tenant or lessee thereunder or against Buyer, Target or Seller and shall include any payment default. Upon such demand, (i) Buyer shall (and shall cause Target to) take all actions as are reasonably requested by Sell...
