Sale of the Property Any sale of the Property shall not affect this Lease or any of your obligations, but upon such sale we will be released from all of our obligations under this Lease and the new owner of the Property will be responsible for the performance of the duties of "Landlord" from and after the date of such sale.
SALE OF THE PREMISES In the event the Property is marketed to be sold by the Owner during the Term of this Agreement, the Agent: (check one)
Condition of the Property THE LESSEE ACKNOWLEDGES AND AGREES THAT IT IS LEASING THE PROPERTY "AS IS" WITHOUT REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) BY THE LESSOR AND SUBJECT TO (A) THE EXISTING STATE OF TITLE, (B) THE RIGHTS OF ANY PARTIES IN POSSESSION THEREOF, (C) ANY STATE OF FACTS WHICH AN ACCURATE SURVEY OR PHYSICAL INSPECTION MIGHT SHOW, AND (D) VIOLATIONS OF REQUIREMENTS OF LAW WHICH MAY EXIST ON THE DATE HEREOF OR ON THE ACQUISITION DATE. THE LESSOR HAS NOT MADE AND SHALL NOT BE DEEMED TO HAVE MADE ANY REPRESENTATION, WARRANTY OR COVENANT (EXPRESS OR IMPLIED) AND SHALL NOT BE DEEMED TO HAVE ANY LIABILITY WHATSOEVER AS TO THE TITLE (OTHER THAN FOR LESSOR LIENS), VALUE, HABITABILITY, USE, CONDITION, DESIGN, OPERATION, OR FITNESS FOR USE OF THE PROPERTY (OR ANY PART THEREOF), OR ANY OTHER REPRESENTATION, WARRANTY OR COVENANT WHATSOEVER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY (OR ANY PART THEREOF) AND THE LESSOR SHALL NOT BE LIABLE FOR ANY LATENT, HIDDEN, OR PATENT DEFECT THEREIN (OTHER THAN FOR LESSOR LIENS) OR THE FAILURE OF THE PROPERTY, OR ANY PART THEREOF, TO COMPLY WITH ANY REQUIREMENT OF LAW.
Operation of the Property Between June 1, 1998 and the Closing Date, Seller shall (a) lease, operate, manage and enter into contracts with respect to the Property, in the same manner done by Seller prior to the date hereof (provided, however, that without the prior consent of Purchaser, which as to (i) and (ii) shall not be unreasonably delayed, conditioned or withheld, (i) Seller shall not enter into any Service Contract that cannot be terminated with thirty (30) days notice or materially modify any existing Service Contracts to be assumed by Purchaser at Closing, and (ii) after June 1, 1998, Seller shall not materially modify or terminate any existing Tenant Lease or grant any material consents under any existing Tenant Lease (except as otherwise required pursuant to the terms and conditions of such Tenant Lease), or enter into any new Tenant Lease, and (iii) Seller shall not apply any then unapplied Deposits (as reflected on the Rent Roll delivered by Seller to Purchaser pursuant to Schedule 5.3(vii) hereof) under Tenant Leases); and (b) advise Purchaser of the commencement of any litigation, condemnation or other judicial or administrative proceedings affecting the Property of which Seller has current actual knowledge. Notwithstanding anything to the contrary set forth in this Contract, Purchaser acknowledges that after June 1, 1998 and prior to Closing, Seller will enter into contracts for the completion of Tenant improvements under Tenant Leases entered into after June 1, 1998 pursuant to the terms of Section 12.1 hereof (collectively, the "Tenant Finish Contracts"). Purchaser and Seller agree that at Closing, Purchaser shall assume the obligations of Seller under all such Tenant Finish Contracts including, without limitation, the obligations to pay any costs and expenses charged with respect to construction of improvements in the space subject to such Tenant Leases. At Closing, Purchaser shall execute and deliver to the Seller an Assignment, Assumption and Indemnity Agreement in the form attached hereto as Exhibit H and made a part hereof for all purposes.
Use of the Property The Tenant agrees with the Landlord as follows:-
3.1 To use the Room or Studio (as applicable) only as a single private residence for occupation by the Tenant personally and not to allow visitors to remain in the Room or in the Flat or Studio (as applicable) overnight unless the Tenant has registered the visitor at reception and obtained the Landlord’s consent to the visitor remaining in the Room or the Flat or Studio (as applicable) overnight such consent not to be unreasonably withheld or delayed provided that no overcrowding occurs and (where applicable) the other occupiers of the Flat do not raise any objection
3.2 The Tenant shall not:
3.2.1 use the Room Studio Flat or Building for the purposes of conducting a business
3.2.2 keep any pets or other animals on or in the Room Studio Flat or Building without the prior written consent of the Landlord
3.2.3 play or use any musical instrument or television radio or other means of reproducing sound so that the sound is audible outside the Room Flat Studio or Building
3.2.4 connect to the telephone line the internet or any other systems
3.2.5 store bicycles in the Room Flat Studio or Building but to store any bicycle in the designated bicycle areas of the Building only and in the event of the Landlord removing any bicycle stored in breach of this clause to pay to the Landlord within 7 days of written demand £25 before the release of the bicycle to the Tenant
3.2.6 store or keep or use any unlawful substance or materials in the Room Flat Studio or Building at any time and to report to the Landlord or any of its employees the presence of any such unlawful substance or materials
3.2.7 keep store or use in the Room Flat Studio or Building any inflammable or dangerous articles, any lighted candles electronic cigarettes incense sticks shisha pipes naked flame appliances portable heater lamp or other portable apparatus fed by paraffin or liquid gas and to comply with all of the Landlord’s requirements relating to fire safety as set out in the Fire Safety Agreement which is available for inspection at the relevant onsite management reception
3.2.8 keep or use in the Room Flat Studio or Building any electrical heating and/or electrical cooking equipment and/or multiway adaptors;
3.2.9 bring into or keep in the Room Flat Studio or Building any other electrical items (“the Items”) unless the Tenant has first produced by prior appointment the Items to the Landlord’s officer in the relevant onsite management reception for Portable Appliance Testing (“XXX”) and thereafter obtained the approval of the Landlord to the keeping and using of the Items in the Room or the Flat or Studio, ( as applicable) which approval will be given if the Items are in good safe working order and meet the XXX requirements
3.2.10 expose or allow to be hung any laundry washing or other items so as to be visible from outside of the Room Flat Studio or Building and not to dry clothes on the storage heaters
3.2.11 not to bring into or keep in the Room Flat Studio or Building any washing machine
3.2.12 glue stick nail tack screw fix or fasten (whether with Blue-Tack or similar materials) anything whatsoever to the interior or the exterior of the Room Flat Studio or Building
3.2.13 smoke (including electronic cigarettes) or use non-prescription drugs within the Room Flat Studio or Building
3.2.14 part with the keys or access fob to the Room Flat Studio or Building and to report immediately any loss of the same to the Landlord and to pay to the Landlord before the Landlord issues any replacements the sum of £20 for each replacement key and £15 for each replacement access fob (and if a key or access fob is found and returned by the student after a replacement has been issued and the cost charged, the refund of the cost is at the Landlord’s discretion and in any event an administrative fee may be charged.)
3.2.15 damage or force or in any way misuse any locks in the Room Flat Studio or Building and in the event of default to pay to the Landlord on demand all reasonable costs (including an additional administration charge) reasonably incurred by the Landlord in replacing the same and/or making good all damage caused
3.2.16 connect to or trail wires from the telephone apparatus and/or any television in the Room Flat Studio or Building to protect the health and safety of the Tenant and (where applicable) the occupiers of the Building
3.2.17 tamper with any fire safety equipment in the Room Flat Studio or Building including without limitation fire extinguishers, smoke alarms, emergency exit signs and break glass alarm points
3.2.18 cause a nuisance annoyance or interference or threaten or abuse any other residents in the Building any employees servants or agents of the Landlord or the owners and occupiers of neighbouring, adjoining or adjacent property or the owners of occupiers of them;
3.2.19 do anything that has the effect of invalidating the insurance that the Landlord has taken out in relation to the Building
3.2.20 use the Room or the Flat or the Studio for immoral or illegal purposes or otherwise commit or be involved in any criminal activity
3.3 The Tenant agrees to:
3.3.1 where applicable, open the windows in the Room or the Studio to the tilt position for at least 30 minutes each day (provided that the Tenant is in occupation) to ventilate the Room or Studio and not to open the windows in the Room beyond the tilt position save in emergencies.
3.3.2 always to use the extractor fan in the bathroom when using the bathroom and not to disable the extractor fan except for safety reasons in an emergency
3.3.3 use best endeavours to ensure that the Tenant’s visitors comply with the Tenant’s obligations under this Agreement while present in the Room Flat Studio or the Building
3.3.4 comply with additional obligations or restrictions set out in any management scheme or other regulations reasonably required by the Landlord which may be notified to the Tenant in writing from time to time.
3.4 Unless otherwise expressly provided, the obligations and liabilities of the Tenant under this agreement are joint and several. This means that where, there is more than one tenant of the Studio Flat or the Building the Tenant will be liable for all sums due under the agreement, not just liable for a proportionate part.
Purchase and Sale of the Purchased Assets Except as otherwise provided below, upon the terms and subject to the conditions of this Agreement, Buyer agrees to purchase from Seller and the Retained Subsidiaries, and Seller agrees to, and to cause the Retained Subsidiaries to, sell, convey, transfer, assign and deliver, or cause to be sold, conveyed, transferred, assigned and delivered, to Buyer at the Closing, free and clear of any Liens other than Permitted Liens, all of Seller’s and the Retained Subsidiaries’ right, title and interest in, to and under the assets, properties and business, of every kind and description, owned, used or held for use primarily in the conduct of the Business by Seller or any of the Retained Subsidiaries (but, for the avoidance of doubt, excluding any Excluded Assets or assets and properties of any Purchased Subsidiary) (the “Purchased Assets”), including all right, title and interest of Seller and the Retained Subsidiaries in, to and under the following Purchased Assets:
(a) the Owned Real Property, together with all buildings, fixtures and improvements erected thereon;
(b) all rights under the Leases with respect to the Leased Real Property;
(i) all tangible personal property and interests therein, including machinery, equipment, furniture, office equipment, communications equipment, vehicles, storage tanks, spare and replacement parts, fuel and other tangible property (including all interests in personal property underlying capital leases) located at the Real Property and held for use primarily in the conduct of the Business and (ii) those assets of Seller related primarily to the Business that are located at its Corporate Technology Center facility located in Milwaukee, Wisconsin, which are listed on Schedule 2.02(c);
(d) all raw materials, work-in-process, finished goods, supplies and other inventories used or held for use primarily in the conduct of the Business (collectively, the “Inventory”);
(e) all rights under all Contracts (other than the Leases) used or held for use primarily in the conduct of the Business, including those listed in Schedule 2.02(e) (the “Purchased Contracts”);
(f) all rights, claims, credits, causes of action or rights of set-off against third parties relating to or arising from the Purchased Assets or the Assumed Liabilities, including unliquidated rights under manufacturers’ and vendors’ warranties;
(g) all trade accounts receivable and other receivables (collectively, the “Accounts Receivable”) to the extent arising out of the Business;
(h) all prepaid assets to the extent arising out of the Business;
(i) all Business Intellectual Property Rights other than Business Intellectual Property Rights owned by the Purchased Subsidiaries;
(j) all Permits that are necessary to the operation of the Business; and
(k) Business Records relating primarily to the Business.
Sale of Equipment During the period from the date of such notice given pursuant to Section 10.1 to the Termination Date, Lessee, as non-exclusive agent for Lessor and, except as provided in Section 10.3, at Lessee's sole cost and expense, shall use reasonable best efforts to obtain bids from Persons other than Lessee, the Manager or any of their respective Affiliates for the cash purchase of the Terminated Units, and Lessee shall promptly, and in any event at least five Business Days prior to the proposed date of sale, certify to Lessor in writing the amount and terms of each such bid, the proposed date of such sale and the name and address of the party submitting such bid. Unless Lessor shall have elected to retain the Terminated Units in accordance with Section 10.3, on the Termination Date:
(i) Lessee shall deliver the Terminated Units (excluding any optional Severable Modifications removed by Lessee pursuant to Section 9.2) to the bidder (which shall not be Lessee or Manager or an Affiliate of Lessee or Manager (for the avoidance of doubt the bidder may be a Customer, or a customer of the Manager, and neither the Manager nor any Affiliate shall be prohibited from managing the Units for such bidder after the purchase by such bidder)) that shall have submitted the highest cash bid prior to such date (or to such other bidder as Lessee and Lessor shall agree) and (ii) subject to the prior or concurrent receipt (x) by Lessor of all amounts owing to Lessor pursuant to the next sentence and (y) by the Persons entitled thereto of all unpaid Supplemental Rent due on or before the Termination Date, Lessor shall, without recourse or warranty (except as to the absence of any Lessor's Lien) simultaneously therewith transfer all of its right, title and interest in and to the Terminated Units to such bidder. The net proceeds of sale realized at such sale shall be paid to Lessor and, in addition, on the Termination Date, Lessee shall pay to Lessor (A) all Basic Rent with respect to such Terminated Units due and payable prior to the Termination Date (exclusive of any Basic Rent with respect to the Terminated Units due on such date), (B) the excess, if any, of (1) the Termination Amount for the Terminated Units computed as of the Termination Date over (2) the net cash sales proceeds (after the deduction of all applicable sales, transfer or similar taxes) of the Terminated Units, (C) an amount equal to any unpaid Late Payment Interest in respect of any Rent in respect of the Terminated Units not paid when due (including, for the avoidance of doubt, Rent corresponding to the principal amount of the Equipment Notes to be prepaid in accordance with Section 2.10(a) of the Indenture) and (D) all other Rent in respect of the Terminated Units (exclusive of any Basic Rent on the Terminated Units due on such date) then due and payable hereunder (which shall include, without limitation, a portion of the Policy Provider Amounts and Policy Provider Reimbursement Costs, if any, equal to the product obtained by multiplying the unpaid Policy Provider Amounts and Policy Provider Reimbursement Costs by a fraction, the numerator of which shall be the Equipment Cost of the Terminated Units and the denominator of which shall be the aggregate Equipment Costs of all Units then subject to this Lease and Late Payment Interest related thereto), so that, after receipt and application of all such payments, but without withdrawal from any CAA Accounts other than the applicable Non-Shared Payments Account, (i) Lessor shall be entitled under the terms of the Collateral Agency Agreement to receive, and does receive, taking into account all payments of Basic Rent, in respect of all such Units, the sum of the portion of the Accumulated Equity Deficiency Amount allocable to the Terminated Units and Late Payment Interest related thereto and any other amounts then due to Lessor and (ii) the Policy Provider has received the portion of Policy Provider Amounts and Policy Provider Reimbursement Costs calculated above. If no sale shall have occurred, whether as a result of Lessee's failure to pay all of the amounts hereinabove required or otherwise, this Lease shall continue in full force and effect with respect to such Units and Lessee agrees to reimburse Lessor, Policy Provider and the Indenture Trustee for all reasonable costs and expenses (including reasonable legal fees and expenses) incurred by any thereof in connection therewith. Lessee, in acting as agent for Lessor, shall have no liability to Lessor for failure to obtain the best price, shall act in its sole discretion and shall be under no duty to solicit bids publicly or in any particular market. Owner Participant shall have the right, but not the obligation, to obtain bids either directly or through agents other than Lessee.
DESCRIPTION OF THE PROPERTY 13.1 The Property as referred to in the Proclamation of Sale shall be deemed to have been correctly and sufficiently described.
13.2 All intended bidders including the Purchaser shall be deemed to have sought independent legal advice, made necessary enquiries, searches and inspection of the Property and is satisfied with the identity, description, state and condition of the Property.
13.3 In the event of any error, misstatement, omission and/or misdescription of any kind relating to the Property in the Proclamation of Sale or any other documents, such error, misstatement, omission and/or misdescription shall not in any manner annul the sale, nor shall there be any adjustment of the Purchase Price nor shall compensation be allowed nor shall the Bank be open to any liability of any form.
13.4 If the land or floor area of the property is found to exceed that as described and additional payment is imposed for the excess area by the Developer and/or relevant authorities, then such additional payment shall be solely and absolutely borne and paid by the Purchaser
13.5 If the land or floor area of the property is found to be less that as described, any claim for the reduced area shall be undertaken solely by the Purchaser against the Developer and/or such party and neither the Assignee/ Bank , the Assignee/ Bank’s solicitors nor the Auctioneer shall in any way responsible or liable for such claim. The auction sale herein shall not be annulled and there shall not be any adjustment of the Purchase Price as a result of such shortfall in the area of the Property.
Possession of the Property The Parties hereby agree that the exclusive possession of the Property shall be delivered by the Seller to the Buyer on
Development of the Property Except as modified by this Agreement, the Development and the Property will be developed in accordance with all applicable local, state, and federal regulations, including but not limited to the City’s ordinances and the zoning regulations applicable to the Property, and such amendments to City ordinances and regulations that that may be applied to the Development and the Property under Chapter 245, Texas Local Government Code, and good engineering practices (the “Applicable Regulations”). If there is a conflict between the Applicable Regulations and the Development Standards, the Development Standards shall control.
