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.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)
Third Party Leases. (a) Schedule 5.12 hereto contains a true and complete list of each of the Third-Party Leaseslist, including annual rent, of each of the expiration date and all renewal options with respect theretoThird Party Leases. Each applicable Except as specifically identified on Schedule 5.12, the Seller's interest in each of the Third Party Leases is free and clear of any Lien pledge, mortgage or security interest of any kind whatsoever. The Sellers have 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 related option to purchase is valid and binding on the applicable Seller or Seller's Affiliate, as the case may be, and to each Seller's Knowledge, on the landlord or lessorlandlord, 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 any the Seller or Seller's Affiliate of any Seller under, or, to the Knowledge of each the 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 the Seller that, with notice or lapse of time or both, would constitute a material default. Without limiting the foregoing, no the Seller has not received any notice from any Person asserting that any the Seller or Seller's Affiliate of any Seller is in default under any Third Party Lease, or under any related option to purchase, nor does any the Seller have any Knowledge of a default by it or an Seller's Affiliate of any Seller under any Third Party Lease, or under any related option to purchase. Each applicable The Seller or Affiliate, as the case may be, Seller's Affiliate currently enjoys peaceful and undisturbed possession of the Third Party Real Property under each of the Third Party Leases.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Pantry Inc), Asset Purchase Agreement (Pantry Inc)