Examples of Transferred Real Property Leases in a sentence
Except as set forth in Section 3.2, the Transferred Real Property Leases are hereby transferred to LBFC without any representation or warranty by Old Xxxx Xxxxx xxx Xxx Xxxx Xxxxx xxxcifically disclaims any and all express and implied warranties with respect to the Transferred Real Property Leases, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
Other than the real property subject to the Transferred Real Property Leases, intellectual property licensed to Seller and the personal property subject to personal property leases, Seller owns (directly or indirectly) each of the Purchased Assets, and Purchaser will be vested with good and exclusive title to such Purchased Assets, free and clear of all Liens, other than Permitted Exceptions, to the fullest extent permissible under Section 363(f) of the Bankruptcy Code.
With respect to each of the guarantees of the Transferred Real Property Leases set forth in Section 5.7(a)(iii) of the Parent Disclosure Schedule (the “Parent Guarantees”), from and after the date hereof, the Sellers shall be entitled to contact each landlord or other beneficiary of a Parent Guarantee in order to discuss the terms under which such landlord or other beneficiary would provide a full release of Parent and its Affiliates under such Parent Guarantee without adverse economic impact to Buyer.
Each applicable Seller Affiliate has good title to or, in the case of a Transferred Real Property Lease, valid leasehold interests in, all the Transferred Real Property and the Transferred Real Property Leases, free and clear of any Liens other than Permitted Liens.
Except as would not have a Material Adverse Effect, neither the Seller nor any member of the Company Group is in default under any of the Transferred Real Property Leases or Subleased Real Property Leases.