Certain Leases. SCHEDULE 3.7 lists all leases to which Seller is a party in respect of the Business involving annual obligations on the part of Seller for the payment of rent in excess of $5,000 or involving rental of real property by Seller as lessor, lessee, sublessor or sublessee ("SCHEDULED LEASES"). Seller has delivered or made available to Buyer true and correct copies of all Scheduled Leases. All of the Scheduled Leases which Buyer has agreed to assume pursuant to the Assignment and Undertaking are valid and binding obligations of the parties thereto, are in full force and effect, and are enforceable against the parties thereto in accordance with their terms; and to the best of Seller's knowledge, no event has occurred including, but not limited to, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. To the best of Seller's knowledge, neither Seller nor any of the other parties to any of those Scheduled Leases which Buyer has agreed to assume pursuant to the Assignment and Undertaking (i) is in default under any such Scheduled Lease or (ii) considers Seller to be in default thereunder. Seller has not, as lessor under any such Scheduled Lease, accepted prepaid rent more than one month in advance or waived any rights or obligations thereunder. No consents are required for Seller's assignments of the Scheduled Leases to be assigned except as disclosed in SCHEDULE 3.7 and the lease from Bell Atlantic Tricon L▇▇▇▇ng Corporation relating to CRH.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paracelsus Healthcare Corp)
Certain Leases. SCHEDULE 3.7 Schedule 4.6 lists all leases to which Seller Lessor is a party in respect of the Business involving annual obligations on the part of Seller for the payment of rent in excess of $5,000 or involving rental of real property by Seller as lessor, lessee, sublessor or sublessee Hospital ("SCHEDULED LEASESScheduled Leases"). Seller Lessor has delivered or made available to Buyer Lessee true and correct copies of all Scheduled LeasesLeases and all related amendments, supplements, modifications and related documents (the "Scheduled Lease Documents"). All of Except as set forth in Schedule 4.6, the Scheduled Lease Documents are unmodified and in full force and effect, and there are no other agreements, written or oral, between Lessor and any third parties claiming an interest in Lessor's interest in the Scheduled Leases or otherwise relating to Lessor's use and occupancy of any leased property. All such Scheduled Leases which Buyer Lessee has agreed to assume pursuant to the Assignment and Undertaking Assumption Agreement are valid and binding obligations of the parties theretoLessor, are in full force and effect, and are enforceable against the parties thereto Lessor in accordance with their terms; and to the best of Seller's knowledge, no event has occurred including, but not limited to, the execution, delivery and performance of this Agreement Annex A and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. To the best of Seller's knowledge, neither Seller nor Lessor has not received any of notice that the other parties to any of those the Scheduled Leases which Buyer Lessee has agreed to assume pursuant to the Assignment and Undertaking Assumption Agreement are (i) is in default under any such Scheduled Lease Leases or (ii) considers Seller consider Lessor to be in default thereunder. Seller has not, as lessor No property leased under any such Scheduled LeaseLease which Lessee has agreed to assume pursuant to the Assumption Agreement is, accepted prepaid rent more than one month excepted for the Permitted Encumbrances, subject to any lien, encumbrance, easement, right of way, building or use restriction, exception, variance, reservation or limitation as might in advance any respect interfere with or waived any rights or obligations thereunder. No consents are required for Seller's assignments impair the present and continued use thereof in the usual and normal conduct of the Scheduled Leases to be assigned except as disclosed in SCHEDULE 3.7 and the lease from Bell Atlantic Tricon L▇▇▇▇ng Corporation relating to CRHHospital.
Appears in 1 contract
Sources: Lease and Management Agreement (Province Healthcare Co)
Certain Leases. SCHEDULE 3.7 lists all leases to which Seller is a party in respect of the Business involving annual obligations on the part of Seller for the payment of rent in excess of $5,000 or involving rental of real property by Seller as lessor, lessee, sublessor or sublessee ("SCHEDULED LEASES"). Seller has delivered or made available to Buyer true and correct copies of all Scheduled Leases. All of the Scheduled Leases which Buyer has agreed to assume pursuant to the Assignment and Undertaking are valid and binding obligations of the parties thereto, are in full force and effect, and are enforceable against the parties thereto in accordance with their terms; and to the best of Seller's knowledge, no event has occurred including, but not limited to, the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. To the best of Seller's knowledge, neither Seller nor any of the other parties to any of those Scheduled Leases which Buyer has agreed to assume pursuant to the Assignment and Undertaking (i) is in default under any such Scheduled Lease or (ii) considers Seller to be in default thereunder. Seller has not, as lessor under any such Scheduled Lease, accepted prepaid rent more than one month in advance or waived any rights or obligations thereunder. No consents are required for Seller's assignments of the Scheduled Leases to be assigned except as disclosed in SCHEDULE 3.7 and the lease from Bell Atlantic Tricon L▇▇▇▇ng Corporation relating to CRH3.7.
Appears in 1 contract
Sources: Asset Purchase Agreement (Paracelsus Healthcare Corp)
Certain Leases. SCHEDULE 3.7 Schedule 4.6 lists all leases to which Seller Lessor is a party in respect of the Business involving annual obligations on the part of Seller for the payment of rent in excess of $5,000 or involving rental of real property by Seller as lessor, lessee, sublessor or sublessee ("SCHEDULED LEASESScheduled Leases"). Seller Lessor has delivered or made available to Buyer Lessee true and correct copies of all Scheduled LeasesLeases and all related amendments, supplements, modifications and related documents (the "Scheduled Lease Documents"). All of Except as set forth in Schedule 4.6, the Scheduled Lease Documents are unmodified and in full force and effect, and there are no other agreements, written or oral, between Lessor and any third parties claiming an interest in Lessor's interest in the Scheduled Leases or otherwise relating to Lessor's use and occupancy of any leased property. All such Scheduled Leases which Buyer Lessee has agreed to assume pursuant to the Assignment and Undertaking Assumption Agreement are valid and binding obligations of the parties theretoLessor, are in full force and effect, and are enforceable against the parties thereto Lessor in accordance with their termsterms except as such may be limited by bankruptcy and other laws of general applicability affecting sellers' and creditors' rights and general equitable principles; and to the best of Seller's knowledge, no event has occurred including, but not limited to, the execution, delivery and performance of this Agreement Annex A and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. To the best of Seller's knowledge, neither Seller nor Lessor has not received any of notice that the other parties to any of those the Scheduled Leases which Buyer Lessee has agreed to assume pursuant to the Assignment and Undertaking Assumption Agreement are (i) is in default under any such Scheduled Lease Leases or (ii) considers Seller consider Lessor to be in default thereunder. Seller has not, as lessor No property leased under any such Scheduled LeaseLease which Lessee has agreed to assume pursuant to the Assumption Agreement is, accepted prepaid rent more than one month excepted for the Permitted Encumbrances, subject to any lien, encumbrance, easement, right of way, building or use restriction, exception, variance, reservation or limitation as might in advance any respect interfere with or waived any rights or obligations thereunder. No consents are required for Seller's assignments impair the present and continued use thereof in the usual and normal conduct of the Scheduled Leases to be assigned except as disclosed in SCHEDULE 3.7 and the lease from Bell Atlantic Tricon L▇▇▇▇ng Corporation relating to CRHBusiness.
Appears in 1 contract
Sources: Stock Purchase and Sale Agreement (Province Healthcare Co)
Certain Leases. SCHEDULE 3.7 3.6(A) lists all leases to which Seller Lessor is a party in respect of the Business involving annual obligations on the part of Seller for the payment of rent in excess of $5,000 or involving rental of real property by Seller as lessor, lessee, sublessor or sublessee ("SCHEDULED LEASESScheduled Leases"). Seller Lessor has delivered or made available to Buyer Lessee true and correct copies of all Scheduled LeasesLeases and all related amendments, supplements, modifications and related documents (the "Scheduled Lease Documents"). The Scheduled Lease Documents relating to the Assumed Leases are unmodified and in full force and effect, and there are no other agreements, written or oral, between Lessor and any third parties claiming an interest in Lessor's interest in the Scheduled Leases or otherwise relating to Lessor's use and occupancy of any leased property. All of the Scheduled Assumed Leases which Buyer has agreed to assume pursuant to the Assignment and Undertaking are valid and binding obligations of the parties theretoLessor, are in full force and effect, and are enforceable against the parties thereto Lessor in accordance with their terms; and to the best of Seller's knowledge, no event has occurred including, but not limited to, the execution, delivery and performance of this Agreement Annex A and the consummation of the transactions contemplated hereby which (whether with or without notice, lapse of time or both) would constitute a default thereunder. To the best of Seller's knowledge, neither Seller nor Lessor has not received any of written notice that the other parties party to any of those Scheduled Leases which Buyer has agreed to assume pursuant to the Assignment and Undertaking Assumed Lease (i) is in default under any such Scheduled Assumed Lease or (ii) considers Seller consider Lessor to be in default thereunder. Seller has notExcept as expressly noted in SCHEDULE 1.1(D), the Assumed Leases are terminable at the option of Lessor on no more than 90 days notice without liability to Lessor. Except as lessor set forth on SCHEDULE 3.6(B), no property leased under any such Scheduled LeaseAssumed Lease is subject to any lien, accepted prepaid rent more than one month encumbrance, easement, right of way, building or use restriction, exception, variance, reservation or limitation as might in advance any respect interfere with or waived any rights or obligations thereunder. No consents are required for Seller's assignments impair the present and continued use thereof in the usual and normal conduct of the Scheduled Leases Business. SCHEDULE 3.6(C) contains rent rolls for each building in which Lessor leases or subleases space to be assigned except as disclosed in SCHEDULE 3.7 tenants, which rent rolls identify each building and its total square footage, and, with respect to each lease or sublease, identify (a) the lease from Bell Atlantic Tricon L▇▇▇▇ng Corporation relating to CRHtenant or subtenant, (b) the number of square feet leased, (c) the term commencement date and expiration date, (d) the annual or monthly rent and (e) tenant's suite number.
Appears in 1 contract