Assumed Store Leases Clause Samples

Assumed Store Leases. Seller has delivered to the Purchaser a correct and complete copy of each of the Assumed Store Leases (as amended to date), which leases are listed and more particularly described in Schedule 5.1.3, and Excluded Leases (as amended to date). With respect to each of the Assumed Store Leases and Excluded Leases and subject to each landlord’s consent to and approval of the assignment and transfer of the Assumed Store Leases to Purchaser as provided herein, Seller warrants that: 5.1.3.1 The lease or sublease is legal, valid, binding, enforceable and in full force and effect; 5.1.3.2 The Assumed Store Leases will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing and the Excluded Leases will continue to be legal, valid, binding, enforceable and full force and effect on identical terms up to the Closing; 5.1.3.3 No party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; 5.1.3.4 No party to the lease or sublease has repudiated any provision thereof; 5.1.3.5 There are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; 5.1.3.6 Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or sub-leasehold; and 5.1.3.7 All facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules and regulations. 5.1.3.8 Seller shall, prior to Closing, cure any breach or default in any of the Assumed Store Leases or Excluded Leases and shall cooperate with the Purchaser to ensure that Purchaser and Seller’s landlords for each Store subject to an Excluded Lease, enter into a new lease for such store as of the Closing Date. 5.1.3.9 Seller shall use its best efforts to assist Purchaser in obtaining the Assignment and Amendment of Lease executed by Seller and the Salinas Landlord and the Assignment and Amendment of Lease executed by Seller and the San Francisco Landlord.