The Leases Sample Clauses
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. Seller will, within ten (10) calendar days after the Effective Date of this Agreement, provide to Purchaser: (a) copies of the leases and landlord-permitted subleases (such leases and subleases being referred to in this Agreement collectively as the "Existing Leases"); and (b) a rent roll which includes a list of all of the Existing Leases and which sets forth each tenant's name, amount of monthly rent, amount of security deposit, expiration of term, current status of payments and amount of any advance rentals received (the "Rent Roll"). Seller may, at Seller's option and election, enter into additional leases with respect to the Property and may permit additional subleases with respect to the Property (such additional leases and additional subleases being referred to in this Agreement collectively as the "Additional Leases") prior to the Closing (hereinafter defined) under this Agreement. Purchaser's approval is not required for any Additional Leases which are entered into by Seller during the period of time between the Effective Date of this Agreement and the date which is seven (7) calendar days prior to the expiration of the Inspection Period (the "Seller Leasing Period"), but copies of all of the Additional Leases entered into during the Seller Leasing Period must be delivered to Purchaser on or before the final day of the Seller Leasing Period. After the expiration of the Seller Leasing Period, Seller will not enter into any Additional Leases unless such Additional Leases are approved in advance in writing by Purchaser, but: (a) Purchaser will not unreasonably withhold its approval of any proposed Additional Leases; and (b) Purchaser's approval right will terminate and be of no further force or affect upon the termination of this Agreement. The Existing Leases and the Additional Leases are referred to in this Agreement collectively as the "Leases". At the Closing, Seller will assign to Purchaser all of Seller's right, title and interest in and to the Leases and Purchaser will assume all of Seller's obligations under the Leases.
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. Except as set forth on Schedule 4.10:
(a) the Leases described on Schedule 1.5 constitute all of the lease agreements 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 Leases which 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 default on the part of Seller and, to the Knowledge of Seller, on the part of any other party thereto, exists under any Lease;
(c) each of the Leases is in full force and effect, unimpaired by any acts or omissions of Seller, 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, subject only to bankruptcy, insolvency, reorganization, moratorium or similar laws at the time in effect affecting the enforceability or rights of creditors, generally and by general equitable principles which may limit the right to obtain equitable remedies;
(d) Seller has furnished or made available to Buyer true and complete copies of the Leases, 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 Lease which are owned by Seller; and
(f) each of Seller’s Financing Leases is listed as such on Schedule 4.10.
The Leases. A list of the current Leases is set forth in the rent roll attached hereto as Exhibit G (the “Rent Roll”). The information contained in the Rent Roll is complete, accurate and consistent with Seller’s records (as they relate to the Property), which records have been maintained by Seller in accordance with good property management standards. True, complete and correct copies of the Leases and all amendments and modifications thereto have been delivered to Purchaser. Except for the Leases set forth in the Rent Roll, there are no other leases, licenses or other agreements affecting the occupancy of the Property. With respect to each Lease:
(i) The Lease is in full force and effect, and constitutes the valid and binding legal obligation of Seller and the respective tenant, enforceable against each of them in accordance with its terms;
(ii) There are no understandings, oral or written, between the parties to the Lease which in any manner vary the obligations or rights of either party as set forth in the Lease (and all amendments thereto delivered to Purchaser);
(iii) Except as indicated on the Rent Roll, there is no default by Seller under the Lease, there is no default by the tenant under the Lease with respect to payment of base rent and reimbursable expenses and to Seller’s knowledge, there is no other default by the tenant under the Lease; and
(iv) No rent or additional rent under the lease has been paid for more than thirty (30) days in advance of its due date.
(v) The Rent Roll states all security deposits, prepaid rents and other deposits or prepayments for each Lease and Seller or Seller’s agent are currently in possession of all such deposits. No tenant is entitled to any rebate, concession, special allowance or other benefits, except as stated in the Leases.
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. 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. 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 certain federal oil and gas leases, serialized in the records of the BLM as BLM Lease Nos. U-08291G, U-17781, U-17979, and U-20860, covering and including lands situated in Xxxxx and Garfield Counties, 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 “Tar Sands Triangle” (herein the “TST STSA”), all as more particularly described in Exhibit A hereto (the “Leases”), 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 Leases or any of the lands covered thereby are converted or included, in each case that are attributable to the rights and interests in the Leases assigned and transferred to Assignee hereunder; and
(b) Any easements, rights-of-way, and other benefits or appurtenances granted under the terms of the Leases, 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 Leases assigned and transferred to Assignee hereunder; SUBJECT, HOWEVER, to the following: The rights and interests in and under the Leases assigned and transferred to Assignee herein consist of the exclusive right to explore for, mine, extract, produce, process and market oil, gas and associated hydrocarbon substances from all formations or intervals 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 Leases or any other leases or lands that may be pooled or unitized therewith for any reason or purpose.
The Leases. A list of the current Leases is set forth in the rent roll attached hereto as Schedule G (the "RENT ROLL"). The economic information contained in the Rent Roll is accurate and consistent with Seller's records (as they relate to the Property), which records have been maintained by Seller in accordance with good property management standards. The noneconomic information contained in the Rent Roll is accurate and consistent in all material respects with Seller's records (as they relate to the Property), which records have been maintained by Seller in accordance with good property management standards. Except for the Leases set forth in the Rent Roll, there are no other leases, licenses or other agreements affecting the occupancy of the Property. With respect to each Lease: (i) the Lease is in full force and effect, and constitutes the valid and binding legal obligation of Seller and the respective tenant, enforceable against each of them in accordance with its terms; (ii) there are no understandings, oral or written, between the parties to the Lease which in any manner vary the obligations or rights of either party; (iii) except as indicated on the Rent Roll, there is no default by Seller under the Lease and to Seller's knowledge, by the tenant under the Lease; and (iv) no rent or additional rent under the Lease has been paid for more than thirty (30) days in advance of its due date.