The Leases. (i) Schedule 1.3 contains a complete and accurate list, and Seller has furnished to Buyer accurate and complete copies, of all of the Real Property Leases and Personal Property Leases related to the Purchased Restaurants, as amended to date, together with a brief description of (A) each of the real properties that are leased by Seller under the Real Property Leases (the "Leased Properties"), including the respective addresses and the names and addresses of the landlords thereof, and (B) any improvements made by Seller to any of the Leased Properties that will not revert to any of the landlords upon termination of the Real Property Leases. Seller has delivered to Buyer accurate and complete copies of all environmental studies and reports with respect to any of the Leased Properties that are in the possession of or are readily available to Seller. The zoning of each of the Leased Properties permits the presently existing improvements thereon and continuation of the business presently conducted thereon and, to Seller's knowledge, no changes therein are pending or are threatened. No condemnation or similar proceedings are pending or, to the best knowledge of Seller, threatened against any of the Leased Properties. Seller does not own any fee interest in any real property.
(ii) Seller is not in default, and no facts or circumstances have occurred which, with the passage of time or the giving of notice, or both, would constitute a default, under any of the Leases and the assignment by Seller to Buyer of the Leases included in the list of Assigned Contracts on Schedule 1.4 will not adversely affect Buyer's quiet enjoyment and use, without disturbance, of the Leased Properties or of the personal properties or assets that are the subject of the Personal Property Leases (the "Leased Personal Property"). None of the Leases contains any provisions which, after the date hereof, would (A) hinder or prevent Buyer from continuing to use any of the Leased Properties or Leased Personal Property in the manner in which they are currently used, or (B) impose any additional costs (other than scheduled rental increases) or burdensome requirements as a condition to their continued use which are not currently in effect. Except as otherwise set forth in Schedule 1.3 hereto, none of the Purchased Assets are held under, or used by Seller pursuant to, any lease or conditional sales contract.
The Leases. The term "Leases," as used herein, shall mean those certain subleases, together with any amendments thereto, concerning the properties as more particularly described in Exhibit A attached hereto and by this reference incorporated herein, between Burger King Corporation ("Lessor") and Tenant.
The Leases. With respect to each Lease, the Company hereby covenants and agrees that:
(a) The Company will promptly pay when due and payable the rentals, additional rents and other charges mentioned in and payable under the Lease within the grace and cure periods provided in the Lease, unless such payments are the subject of a Permitted Protest (as defined in the Loan Agreement).
(b) The Company will promptly perform and observe all of the terms, covenants and conditions required to be performed and observed by the Company, as lessee under the Lease, within the grace and cure periods provided in the Lease, and will do all things reasonably necessary to preserve and to keep unimpaired its rights under the Lease. The Company will enforce or cause to be enforced the obligations of the lessor under the Lease, to the end that the Company may enjoy all of the material rights granted to it as lessee under the Lease.
(c) The Company will promptly notify Mortgagee of any material default by the Company in the performance or observance of any of the terms, covenants or conditions on the part of the Company to be performed or observed under the Lease.
(d) The Company will (i) promptly notify Mortgagee of the receipt by the Company of any notice from the lessor under the Lease of a default by the Company in the performance or observance of any of the terms, covenants or conditions on the part of the Company to be performed or observed under the Lease, (ii) promptly notify Mortgagee of the receipt by the Company of any notice from the lessor under the Lease to the Company of termination of the Lease pursuant to the provisions thereof and (iii) promptly cause a copy of each such notice received by the Company from the lessor under the Lease to be delivered to Mortgagee.
(e) Except as otherwise expressly permitted under the Transaction Documents or as otherwise expressly permitted hereunder, the Company will not, without the prior consent of Mortgagee (i) terminate, cancel, modify, supplement or surrender or suffer or permit any termination, modification or surrender of the Lease, (ii) fail or refuse to take timely and appropriate action to renew the Lease pursuant to the applicable provisions thereof, (iii) consent or refuse to consent to any action taken or to be taken by the lessor or anyone else under the Lease, the result of which would materially diminish or impair the security of this Shore Mortgage (as determined by Mortgagee in its Permitted Discretion (as defined in the Lo...
The Leases. Seller is the lessor or landlord or the successor lessor or landlord under the Leases. Except as set forth in the Lease Schedule, there are no leases or occupancy agreements to which Seller is a party affecting the Property. There are no lease brokerage agreements, leasing commission agreements, or other agreements providing for payments of any amounts for leasing activities or procuring tenants with respect to the Property other than as disclosed in Exhibit C (Seller to pay all commissions, due, payable or owing, with respect to Leases entered into or options to renew exercised prior to Closing, where the tenant has taken occupancy). All of the information set forth in the Lease Schedule is true, accurate, and complete in all material respects and true and correct copies of the Leases have been provided or made available to Purchaser. All the Leases are in full force and effect and, to Seller’s knowledge, free from material defaults. No tenant has been given free rent, any concession in the payment of rent or any abatement of rent (except as set forth in the Lease Schedules). No tenant under any Lease is entitled to any leasehold improvement allowance, or work to be performed by the landlord thereunder which has not been performed or payment against its obligation to pay rent; and no Lease grants and no tenant or other occupant has any right of first refusal or option to purchase the Property or any portion thereof. There are no commercial tenants of the Property, all tenancies being residential in nature. The remaining term of any tenant’s lease does not exceed thirteen (13) months in the aggregate.
The Leases. Except as set forth on Schedule 4.10:
(a) the Leases described on Schedule 4.10 and the Real Property Leases constitute all of the Material Leases between Seller and third parties relating to the operation of the Stations or the Purchased Assets;
(b) Seller has performed each material term, covenant and condition of each of the Material Leases that is required to be performed by Seller at or before the date hereof, and no material default or event which with the passing of time or giving of notice or both would constitute a material default on the part of Seller or, to the Knowledge of Seller, on the part of any other party thereto, exists under any Material Lease;
(c) each of the Material Leases is in full force and effect, unimpaired by any acts or omissions of Seller or to the Knowledge of Seller, any other party thereto, and constitutes the legal and binding obligation of, and is legally enforceable against Seller, and to the Knowledge of Seller, against each other party thereto in accordance with its terms;
(d) Seller has furnished true and complete copies of the written Material Leases to Buyer, including any and all amendments thereto;
(e) there are no leasing commissions or similar payments due, arising out of, resulting from or with respect to any Material Lease that are owed by Seller; and
(f) each of Seller’s Financing Leases is listed as such on Schedule 4.10.
The Leases. 7.1 The information contained in part 2 of schedule 4 is true and accurate in all material respects.
7.2 Each Group Company has paid the rent and substantially observed and performed the tenant’s covenants and the conditions contained in the Leases and the last demand for rent (or receipt if issued) in relation to each of the Leases was unqualified.
7.3 There are no rent reviews in progress under any of the Leases.
7.4 No obligation necessary to comply with a notice given by or other requirement of the landlord under any Lease is outstanding and unperformed.
The Leases. 1.15.1 All the Leases were entered into in the ordinary and regular course of business at arm’s length and are of full force and effect according to their terms.
1.15.2 No tenant installations or allowances will have been granted or unpaid by the Seller.
The Leases. Exhibit A-1 sets forth a true, complete and accurate list of all Leases (including all amendments, extensions, renewals, ground or master lessor consents, existing non-disturbance and attornment agreements with respect thereto), and Exhibit A-2 sets forth a true, complete and accurate list of all Subleases (including all amendments, extensions, renewals, ground or master lessor consents, existing non-disturbance and attornment agreements and guaranties with respect thereto). Subject to the terms of the Leases and the Subleases, Seller has, and on the Closing Date will have, valid leasehold interests in the Leases and the Subleases free and clear of any Liens other than (a) Permitted Liens, (b) so-called “non-monetary” Liens, including, without limitation, any ground or underlying leases, easements, parking agreements, reciprocal easement agreements, conditions, covenants and restrictions, restrictive covenants, development or similar agreements, zoning limitations and other restrictions imposed by any Governmental Authority, or any other matter which a survey of the Leased Premises or a review of the public records regarding the Leased Property would show, whether created by or in the name of Seller or any other party, or (c) any other Liens, whether “monetary” or “non-monetary” Liens, created by or in the name of any Person other than Seller or any Affiliate of Seller, including, without limitation, by any fee owner or ground lessor under the Leases or any subtenant under the Subleases. True, complete and accurate copies of the Leases and the Subleases, as well as any and all existing guaranties of Seller or its Affiliates with respect thereto, have been delivered or otherwise made available to Buyer through Seller’s data site operated by Xxxxxxx Corporation (the “Data Site”), and such Leases and Subleases set forth the entire agreement and understanding between the parties thereto with respect to the leasing or subleasing, as applicable, and occupancy of the Leased Premises. Each such Lease and Sublease is in full force and effect against the applicable Seller and is valid and binding against the applicable Seller and, to Seller’s Knowledge, the applicable landlord or subtenant thereunder. Except as set forth on Schedule 3.1.5, neither Seller nor, to Seller’s Knowledge, any landlord under the Leases or any subtenant under the Subleases is in default under the Leases or the Subleases, as applicable, nor has any event occurred or failed to occur or any act...
The Leases. An undivided fifty percent (50%) of the rights and interests, consisting of “Operating Rights” as defined under regulations of the U.S. Bureau of Land Management (“BLM”), owned or held by Assignor, or that may be acquired by Assignor at any time hereafter, in and to that certain federal oil and gas lease, serialized in the records of the BLM as BLM Lease No. U-38071, covering and including lands situated in Uintah County, Salt Lake Meridian (SLM), State of Utah, and included, either in whole or in part, in a “Special Tar Sands Area” designated by the (U.S.) Department of Interior and referred to as “PR Springs” (herein the “PRS STSA”), all as more particularly described in Exhibit A hereto (the “Lease”), together with:
(a) All rights and interests under any Combined Hydrocarbon Lease (“CHL”) issued by the BLM under the Combined Hydrocarbon Act of 1981 and the regulations promulgated thereunder, in which the Lease or any of the lands covered thereby are converted or included, in each case that are attributable to the rights and interests in the Lease assigned and transferred to Assignee hereunder; and
(b) Any easements, rights-of-way, and other benefits or appurtenances granted under the terms of the Lease, including all rights and claims under federal, state and local laws, rules and regulations that are associated with or appurtenant thereto or thereunder, that are attributable to the rights and interests in the Lease assigned and transferred to Assignee hereunder; SUBJECT, HOWEVER, to the following: The rights and interests in and under the Lease assigned and transferred to Assignee herein are limited to the exclusive right to explore for, mine, extract, produce, process and market oil, gas and associated hydrocarbon substances from all formations or intervals containing oil sands (tar sands) at the surface and at all depths down to 1,000 feet below the surface. For purposes hereof, the term “1,000 feet below the surface” means a vertical depth of 1,000 feet below the point of any mining, extraction, production or other operation (including any surface mining or insitu operation) that may be conducted by Assignee on or under lands covered by or included within the Lease or any other leases or lands that may be pooled or unitized therewith for any reason or purpose.
