Contracts and Equipment Leases Sample Clauses

Contracts and Equipment Leases. Sellers represent and warrant that, to their knowledge: (i) all Contracts and Equipment Leases heretofore delivered to Buyer as posted Confidential Treatment Requested by CNL Lifestyle Properties, Inc. to the Data Room are in all material respects true, complete and correct copies of such Contracts and Equipment Leases, respectively, (ii) there are no outstanding contracts, commitments, leases, or agreements of any material nature to which the Properties or the Property is or may become subject, except the Contracts and Equipment Leases, respectively, (iii) Sellers have received no notice from any party regarding any alleged default, which would be material and which has not been previously cured or resolved, and (iv) to their knowledge, there are no amendments or any other agreements concerning the Contracts or Equipment Leases that are not included in the Contracts and Equipment Leases, respectively.
Sample 1
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Contracts and Equipment Leases all right, title and interest of the Seller in, to and under and the full benefit and advantage of, the Contracts and the Equipment Leases and the full benefit of all service contracts relating to any Equipment Leases or any equipment or other assets covered by the Equipment Leases and all options, including, without limitation, options to purchase, under the Contracts or Equipment Leases;
Sample 1
Contracts and Equipment Leases. Seller will not, without the prior written consent of Buyer, which may be granted or withheld in Buyer’s reasonable discretion (provided, however, that following the expiration of the Inspection Period, such consent may be granted or withheld in Buyer’s sole discretion), (x) sell, pledge, transfer or encumber any of its interest in any of the Property, or grant any Person any occupancy rights, or contract to do any of the foregoing, in each case other than in the ordinary course of business, (y) enter into any (A) new Contracts or Equipment Leases that are not subject to termination or cancellation by Seller and its successors and assigns, without penalty, upon no more than thirty (30) days’ prior notice or (B) new Authorizations or (z) cancel, modify, waive any of its rights under, grant any consent rights under or renew any of the existing Contracts or Equipment Leases or accept any rental for more than one month in advance; provided, however, that Seller may, without Buyer’s prior consent, enter into (I) Purchase Orders in the ordinary course of business consistent with past practice and (II) applications to obtain or renew Authorizations used in the ordinary course of business consistent with past practice or required for the continued operation of the business of the Hotel or the transfer contemplated hereby and (III) a license for the sale of the liquor inventory in accordance herewith.
Sample 1
Contracts and Equipment Leases. Prior to the expiration of the Due Diligence Period, Purchaser shall notify Seller of any Contracts or Equipment Leases that it wishes to have Seller terminate as of the Closing Date; provided that Seller shall not be required to pay any penalties or termination costs in connection with the termination of such Contracts or Equipment Leases. Between the Contract Date and the Closing Date, Seller shall not enter into, terminate, amend or otherwise modify any Contracts, Space Leases or Equipment Leases, unless (i) any such contract, space lease or equipment lease will not be binding on Purchaser after Closing, (ii) any such contract, equipment lease or space lease is an extension or renewal of, or a new contract, equipment lease or space lease that replaces, Contract, Equipment Lease or Space Lease existing as of the Contract Date on substantially similar terms, allowing for a reasonable adjustment in the price or rent charged thereunder to reflect market conditions in Seller's reasonable judgment, and which new contract, equipment lease or space lease may be with a new contracting third party or parties in Seller's reasonable judgment; provided, however, from and after the expiration of the Due Diligence Period Seller shall obtain the prior written consent of Purchaser (which consent may be withheld in Purchaser's sole and absolute discretion) before entering into any such contract, equipment lease or space lease, (iii) any such new, amended or modified contract, equipment lease or space lease is terminable by Purchaser without penalty or premium after Closing on no more than thirty (30) days' notice, (iv) any such terminated contract, equipment lease or space lease is terminated as a result of the default or nonperformance of a party thereto other than Seller, or (v) the same is a purchase order for goods or services entered into in the ordinary course of business of the Hotel consistent with the practices and procedures in effect as of the Contract Date.
Sample 1

Related to Contracts and Equipment Leases

  • Contracts and Leases (a) Each Material Contract and Lease is a valid and subsisting agreement, without any material default of Seller thereunder, and to the knowledge of Seller, without any default on the part of any other party thereto. To the knowledge of Seller, no event or occurrence has transpired which with the passage of time or giving of notice or both will constitute a default under any Material Contract or Lease. A true and correct list of each Material Contract and Lease and every amendment thereto or other agreement or document relating thereto is set forth as Schedule 3.6 to this Agreement. True and correct copies of the Material Contracts and Leases (and any amendments thereto) have been provided to Purchaser. At the time of Closing, Seller shall have made all payments and performed all obligations due through the Closing Date under each Contract and Lease, except to the extent that any payment due is set forth on the Purchase Price Adjustment Schedule and deducted in calculating the Purchase Price pursuant to Section 2.3.

  • Equipment Leases Landlord shall enter into such leases of equipment and personal property as Tenant may reasonably request from time to time, provided that the form and substance thereof shall be reasonably satisfactory to Landlord. Tenant shall prepare and deliver to Landlord all such lease documents for which Landlord's execution is necessary and Landlord shall promptly, upon approval thereof, execute and deliver such documents to Tenant. Tenant shall, throughout the Term, be responsible for performing all of Landlord's obligations under all such documents and agreements.

  • Property Contracts Purchaser shall assume at Closing the obligations under the Property Contracts assumed by Purchaser; however, operating expenses shall be prorated under Section 5.4.2.

  • Service Contracts (a) The Trustees may, at any time and from time to time, contract for exclusive or nonexclusive advisory, management and/or administrative services for the Trust or for any Series with any Person; and any such contract may contain such other terms as the Trustees may determine, including without limitation, authority for the Investment Adviser to determine from time to time without prior consultation with the Trustees what investments shall be purchased, held, sold or exchanged and what portion, if any, of the assets of the Trust shall be held uninvested and to make changes in the Trust's investments, and such other responsibilities as may specifically be delegated to such Person.

  • Equipment; Leasehold (a) All material items of equipment and other tangible assets owned by or leased to the Company are adequate for the uses to which they are being put, are in good condition and repair (ordinary wear and tear excepted) and are adequate for the conduct of the Company's business in the manner in which such business is currently being conducted.

  • Assumed Contracts If Buyer delivers a written notice of objection to any Assumed Contract prior to the expiration of the Due Diligence Period, then, to the extent a termination right in favor of the applicable Seller is provided for in such Assumed Contract, or if such Assumed Contract does not prohibit termination, the applicable Seller shall instruct its Property Manager to promptly following the expiration of the Due Diligence Period provide a notice of termination to the vendor thereunder with respect to each such Assumed Contract to which Buyer has timely objected (collectively, the “Objectionable Contracts”); provided, however, that (i) Buyer may not object to any of the Cable Contracts or any other Assumed Contract marked “must assume” on Schedules 3.1(l)-1 through 3.1(l)-5 and shall assume the same at Closing pursuant to the applicable Assignment of Contracts; (ii) Seller shall have no obligation to terminate any Contract, which by its terms is not terminable or which cannot be terminated without payment of an express termination fee or penalty unless Buyer agrees in writing to pay such termination fee or penalty; (iii) if the termination of any Objectionable Contract cannot be made effective upon the Closing Date (Seller not being obligated to pay any money to accomplish such termination), then such Objectionable Contract shall be assumed by Buyer at Closing pursuant to the applicable Assignment of Contracts (together with all Assumed Contracts with respect to the applicable Asset that do not constitute Objectionable Contracts) for the remaining period of such Assumed Contract until its effective date of termination, and (iv) Buyer shall be responsible for any termination fees payable with respect to the termination of any Objectionable Contracts. Notwithstanding the foregoing, Buyer shall not be required or entitled to assume any Assumed Contract that, by its terms, may not be assigned to and assumed by Buyer without the consent of a third party, unless such third party’s written consent is actually obtained at or before the Closing. All Contracts that Buyer is required to assume hereunder are collectively referred to herein as the “Assumed Contracts”.

  • Customer Contracts Promptly after any Loan Party becoming aware of the same, the Borrower shall give the Administrative Agent written notice of any cancellation, termination or loss of any material Contractual Obligation or other customer arrangement.

  • Assigned Contracts The Grantor shall fully perform all of its obligations under each of the Assigned Contracts, and shall enforce all of its rights and remedies thereunder, in each case, as it deems appropriate in its business judgment. Without limiting the generality of the foregoing, the Grantor shall take all action necessary or appropriate to permit, and shall not take any action which would have any materially adverse effect upon, the full enforcement of all indemnification rights under its Assigned Contracts. The Grantor shall notify the Lender in writing, promptly after the Grantor becomes aware thereof, of any event or fact which could give rise to a material claim by it for indemnification under any of its material Assigned Contracts, and shall diligently pursue such right and report to the Lender on all further developments with respect thereto. The Grantor shall deposit into a Deposit Account at the Lender or subject to a Deposit Account Control Agreement for application to the Secured Obligations, in accordance with Section 2.16 of the Credit Agreement, all amounts received by the Grantor as indemnification or otherwise pursuant to its Assigned Contracts. If the Grantor shall fail after the Lender’s demand to pursue diligently any right under its material Assigned Contracts, or if a Default then exists, the Lender may directly enforce such right in its own or the Grantor’s name and may enter into such settlements or other agreements with respect thereto as the Lender shall determine. In any suit, proceeding or action brought by the Lender under any material Assigned Contract for any sum owing thereunder or to enforce any provision thereof, the Grantor shall indemnify and hold the Lender and Lender harmless from and against all expense, loss or damage suffered by reason of any defense, setoff, counterclaims, recoupment, or reduction of liability whatsoever of the obligor thereunder arising out of a breach by the Grantor of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing from the Grantor to or in favor of such obligor or its successors. All such obligations of the Grantor shall be and remain enforceable only against the Grantor and shall not be enforceable against the Lender. Notwithstanding any provision hereof to the contrary, the Grantor shall at all times remain liable to observe and perform all of its duties and obligations under its Assigned Contracts, and the Lender’s exercise of any of its rights with respect to the Collateral shall not release the Grantor from any of such duties and obligations. The Lender shall not be obligated to perform or fulfill any of the Grantor’s duties or obligations under its Assigned Contracts or to make any payment thereunder, or to make any inquiry as to the nature or sufficiency of any payment or property received by it thereunder or the sufficiency of performance by any party thereunder, or to present or file any claim, or to take any action to collect or enforce any performance, any payment of any amounts, or any delivery of any property.

  • Contracts and Agreements The agreements and documents described in the Registration Statement and the Prospectus conform in all material respects to the descriptions thereof contained therein and there are no agreements or other documents required by the Securities Act to be described in the Registration Statement and the Prospectus or to be filed with the Commission as exhibits to the Registration Statement, that have not been so described or filed. Each agreement or other instrument (however characterized or described) to which the Company is a party or by which it is or may be bound or affected and (i) that is referred to in the Registration Statement and the Prospectus, or (ii) is material to the Company’s business, has been duly authorized and validly executed by the Company, is in full force and effect in all material respects and is enforceable against the Company and, to the Company’s knowledge, the other parties thereto, in accordance with its terms, except (x) as such enforceability may be limited by bankruptcy, insolvency, reorganization or similar laws affecting creditors’ rights generally, (y) as enforceability of any indemnification or contribution provision may be limited under the federal and state securities laws, and (z) that the remedy of specific performance and injunctive and other forms of equitable relief may be subject to the equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. None of such agreements or instruments has been assigned by the Company, and neither the Company nor, to the Company’s knowledge, any other party is in default thereunder and, to the Company’s knowledge, no event has occurred that, with the lapse of time or the giving of notice, or both, would constitute a default thereunder. To the best of the Company’s knowledge, performance by the Company of the material provisions of such agreements or instruments will not result in a violation of any existing applicable law, rule, regulation, judgment, order or decree of any governmental agency or court, domestic or foreign, having jurisdiction over the Company or any of its assets or businesses (each, a “Governmental Entity”), including, without limitation, those relating to environmental laws and regulations.

  • Seller Contracts All contracts and agreements, other than ---------------- Governmental Permits and those relating to Real Property, pertaining to the ownership, operation and maintenance of the Assets or the Business or used or held for use in the Business, as described on SCHEDULE 5.6 or, in the case of contracts and agreements relating to Real Property, on SCHEDULE 5.7.

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