Third Party Leases. (a) Schedule 5.12(a) hereto contains a true and complete list and description, including annual rent, of each of the Third Party Leases. Except as specifically identified on Schedule 5.12(a), the Seller’s interest in each of the Third Party Leases is free and clear of any pledge, mortgage or security interest of any kind whatsoever. The Seller has delivered to the Purchaser true and complete copies of all of the Third Party Leases and of all related options, if any, to purchase the Third Party Real Property.
(b) Each Third Party Lease and each such option to purchase is valid and binding and is in full force and effect, subject only to exceptions based on bankruptcy, insolvency or similar Laws of general application, and there are no existing material defaults by the Seller or an Affiliate under, or, to the Knowledge of the Seller, by any other party to, any Lease or any option to purchase the Third Party Real Property, or any condition, event or act known to the Seller that, with notice or lapse of time or both, would constitute a material default. Without limiting the foregoing, the Seller has not received any notice from any Person asserting that the Seller or an Affiliate is in default under any Third Party Lease or under any option to purchase, nor does the Seller have any Knowledge of a default by it or an Affiliate under any Third Party Lease or under any option to purchase. The Seller or an Affiliate currently enjoys peaceful and undisturbed possession of the Third Party Real Property under each of the Third Party Leases.
(c) Except as described in detail on Schedule 5.12(c) hereto, all of the Seller’s or an Affiliate’s rights under the Third Party Leases, as the case may be, may be assigned or subleased to the Purchaser without the Approval of any Person.
Third Party Leases. (a) Schedule 5.12 hereto contains a true and complete list of each of the Third-Party Leases, including annual rent, the expiration date and all renewal options with respect thereto. Each applicable Seller's interest in each of the Third Party Leases is free and clear of any Lien whatsoever. The Sellers have delivered to the Purchaser true and complete copies of all of the Third Party Leases and of all related options, if any, to purchase the Third Party Real Property.
(b) Each Third Party Lease and each related option to purchase is valid and binding on the applicable Seller or Affiliate, as the case may be, and to each Seller's Knowledge, on the landlord or lessor, and is in full force and effect, subject only to bankruptcy, insolvency or similar Laws of general application, and there are no existing defaults by any Seller or Affiliate of any Seller under, or, to the Knowledge of each Seller, by any other party to, any Third Party Lease or any related option to purchase the Third Party Real Property, or any condition, event or act known to such Seller that, with notice or lapse of time or both, would constitute a material default. Without limiting the foregoing, no Seller has received any notice from any Person asserting that any Seller or Affiliate of any Seller is in default under any Third Party Lease, or under any related option to purchase, nor does any Seller have any Knowledge of a default by it or an Affiliate of any Seller under any Third Party Lease, or under any related option to purchase. Each applicable Seller or Affiliate, as the case may be, currently enjoys peaceful and undisturbed possession of the Third Party Real Property under each of the Third Party Leases.
Third Party Leases. A fully executed assignment to the County, in the form attached hereto as Exhibit E, of all of the Port’s right, title and interest in and to the Third Party Leases, Licenses or Contracts listed in Schedule 1 hereto that affect the Property, and of any other Third Party Leases, Licenses or Contracts that pertain to the Property and of which the Port acquires knowledge prior to Closing (collectively, the “Leases”); and
Third Party Leases. To the best of Landlord's knowledge, each of the Third Party Leases is valid and subsisting and in full force and effect in accordance with its terms and constitutes the legal, valid, binding and enforceable obligation of the parties thereunder, subject to general principles of equity and laws relating to bankruptcy, reorganization, moratorium, fraudulent conveyance, or similar laws now or hereafter in effect relating to creditors' rights generally. To the best of Landlord's knowledge, (a) Landlord has not received any written notice of default with respect to any Third Party Lease from any Third Party Lessor, which default remains uncured as of the date hereof, except as set forth in the last item of Schedule 14, and (b) neither a Third Party Lessor nor Landlord is in default of any of its material obligations under a Third Party Lease.
Third Party Leases. All of Seller’s rights as lessee or lessor pursuant to those real property or personal property leases described on Schedule 1.1(a)(iii) (the “Third Party Leases”);
Third Party Leases. 17 5.13 Insurance................................................................................................17 5.14 Contracts................................................................................................17
Third Party Leases. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) the Third Party Leases are valid and in full force and effect, and (ii) neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any Third Party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Third Party Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Third Party Lease. The Company has delivered or otherwise made available to Parent true and complete copies of all Third Party Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases, licenses, or otherwise grants rights for the use or occupancy of the Real Property to any Third Party.
Third Party Leases. For each of the Third Party Leases, an assignment substantially in the form of Exhibit E attached hereto, modified as appropriate, executed and acknowledged by Seller;
Third Party Leases. State/ Facility #: Facility Name: County, City, State Location: Facility Type: Status: State/ Facility #: Facility Name: County, City, State Location: Facility Type: Status: Filing Date Filing Number Secured Party Lien Description
Third Party Leases. For each Third Party Lease, Sellers shall obtain, (A) a consent, if required by the applicable Third Party Lease, from the landlord thereunder and any landlord under a master lease to the Third Party Lease, if applicable (the applicable Third Party Leases requiring consent are identified on Schedule 7.11(g-2)), in form and substance reasonably satisfactory to the Buyer, to the assignment of applicable Seller’s leasehold interest in such Third Party Lease to the Buyer, and (B) if consent is required by the applicable Third Party Lease, confirmation from the landlord that any option to purchase or right of first refusal in the Third Party Lease is valid and assigned to the Buyer. For each Material Leased Property, Sellers shall use commercially reasonable efforts to obtain (A) an estoppel certificate from the landlord thereunder and any landlord under a master lease to the Third Party Lease, if applicable, in form and substance reasonably satisfactory to the Buyer, which estoppel certificate shall confirm the term, any renewals, rent, security deposit, options to purchase or rights of first refusal, and that there is no event of default thereunder beyond applicable notice and cure periods, and such estoppel certificate shall certify to the Buyer that a true and correct copy of the Third Party Lease is affixed thereto, and (B) if applicable, a subordination, non-disturbance and attornment agreement from the holder of any lien affecting the fee simple title described in the Third Party Lease, all in form and substance acceptable to Buyer.
