FF&E Clause Samples

FF&E. Effective upon the Initial Premises Commencement Date, Sublandlord shall be deemed to have sold, and Subtenant shall be deemed to have purchased, for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed on Exhibit B-1 hereto (the “Initial Premises FF&E”). Effective upon the Expansion Premises Commencement Date, Sublandlord shall be deemed to have sold, and Subtenant shall be deemed to have purchased, for the consideration of One Dollar ($1.00), all of Sublandlord’s right, title and interest in the furniture, fixtures and equipment listed on Exhibit B-2 hereto (the “Expansion Premises FF&E” and, together with the Initial Premises FF&E, the “FF&E”). Subtenant shall accept the FF&E in its then “AS-IS” condition and state of repair, subject to any and all defects therein, latent or otherwise; provided, however, Sublandlord shall, prior to the applicable Commencement Date, decommission any FF&E that contains Hazardous Materials and Sublandlord shall be responsible for any sales tax with respect to the transfer of the FF&E. Subject to the foregoing, Subtenant waives any claim or action against Sublandlord in respect of the condition of the FF&E and neither Sublandlord nor any of Sublandlord’s agents has made or makes any warranty or representation, express or implied, with respect to the condition of the FF&E, including without limitation any warranty of fitness for any particular purpose or as to any other matter whatsoever respecting the quality or condition of the FF&E. During the Term, the provisions of the Master Lease and this Sublease applicable to the personal property of Subtenant shall be applicable to the FF&E, including without limitation Subtenant’s obligation to insure the FF&E. Subtenant, at its sole cost and expense, shall remove the FF&E from the Building upon the expiration or earlier termination of this Sublease. Sublandlord and Subtenant agree that no portion of the Base Rent or Additional Rent payable under this Sublease is attributable to the FF&E.

FF&E. City shall consult with Club regarding any Material Change to the FF&E Requirements prior to the commencement of any Venue Improvements Work that deviates in any material respect from that required in the FF&E Requirements. City shall consult with Club regarding the selection of any “allowance” items provided for in the Venue Construction Contract prior to the commencement of any Venue Improvements Work that includes such allowance items.

FF&E. Borrower shall cause Manager to reserve for FF&E on a monthly basis in accordance with the Management Agreement not less than an amount equal to four percent (4%) of adjusted gross revenues with respect to the Property, such reserves to be maintained in the Manager FF&E Reserve Account.

FF&E. Borrower shall cause Manager to reserve for FF&E on a monthly basis in accordance with the Management Agreement not less than an amount equal to the Monthly FF&E Reserve Amount, such reserves to be maintained in the Hotel Bank Accounts (as defined in the Management Agreement) (subject to disbursements therefrom as permitted by the Management Agreement), provided however, this Section 5.1.22 shall not affect Borrower’s obligations hereunder to set aside reserves for FF&E.

FF&E. StadCo shall have the right, at any time and from time to time, to sell, dispose of or replace any FF&E that is Physically Obsolete or Functionally Obsolete that is located at the Premises and deliver to the Authority the proceeds thereof (but only to the extent such proceeds are not reinvested in FF&E as provided below); provided, however, that if such FF&E is necessary for operation of the Premises pursuant to the Operating Standard, StadCo shall then, or prior thereto or as reasonably practicable thereafter, replace or substitute (and apply to the cost thereof any proceeds received from the sale or disposal of such Physically Obsolete or Functionally Obsolete Personal Property) (i) such FF&E with property not necessarily of the same character but capable of performing the same function as that performed by the FF&E replaced and (ii) such FF&E with property of substantially the same or better quality and just as suitable for its intended purpose, and title, in each case, to such substitute FF&E shall vest in the Authority subject only to this Agreement and any encumbrances arising by, through or under the Authority.

FF&E. The FF&E Schedule and the Plans and Specifications (to the extent the Plans and Specifications describe FF&E) accurately describe in all material respects the FF&E owned by the applicable Seller and located at such Seller's Property and, to Seller's knowledge, such FF&E is "new" and has not been used prior to its use at such Property. The representations and warranties made in this Agreement by Seller and, if applicable, MI, in Section 6.1 through Section 6.14, inclusive, are made as of the date hereof and shall be deemed remade by the Seller and, if applicable, MI, as of each Closing Date for the Property then being conveyed by the Seller, with the same force and effect as if made on, and as of, such date; and the representations and warranties made in this Agreement by Seller and, if applicable, MI, in Section 6.15 through Section 6.23, inclusive, shall be made as of the Closing Date in respect of the Property being sold and transferred, provided, however, that, the Seller shall have the right, from time to time prior to the applicable Closing Date, with respect to any Property as to which a Closing has not yet occurred, to modify the representations and warranties made in Section 6.12 (No Violation of Agreements), Section 6.13 (Litigation) and Section 6.18 (Insurance) as a result of changes in applicable conditions beyond the control of Seller, by notice to the Purchaser and, in such event, the representations and warranties shall be deemed modified to the extent required by such changes, and (a) if Seller and MI agree to indemnify Purchaser against any loss that may be suffered by Purchaser as a result of such changes, then Purchaser will be required to close hereunder without any abatement of Allocable Purchase Price or changes in any other condition, and (b) if Seller and MI elect not to so indemnify Purchaser, Purchaser shall have the option to either accept the change and close, or reject the change, in which case Purchaser's obligation to purchase the Property in question shall terminate. All representations and warranties made in this Agreement by the Seller and MI shall survive the applicable Closing for a period of one year. Any action, suit or proceeding with respect to the truth, accuracy or completeness of any such representation or warranty shall be commenced, if at all, on or before the date which is twelve (12) months after the date of such Closing and, if not commenced on or before such date, thereafter shall be void and of no force or e...

FF&E. All office furniture and equipment, optical equipment, appliances, display cases, fixtures, supplies, accessories and other tangible personal property located in or at the Centers including, without limitation, the personal property described on the attached Exhibit A (the "FFE");

FF&E. All FF&E is owned by Seller (other than such ---- items listed on Exhibit T (the "Leased FF&E") and any such items which are owned --------- ----------- by tenants, subtenants, concessionaires or licensees under the Space Leases, guests, invitees, employees, agents or independent contractors).

FF&E. Agent shall sell all furniture, fixtures, and equipment located at the Stores, Merchant's warehouse/distribution centers in Auburn, MA, Secaucus, NJ and Landover, MD, and at Merchant’s home office (the “FF&E”). Agent shall pay Merchant (in addition to all other amounts contemplated by this Agreement), two million dollars ($2,000,000) (“FF&E Guarantee”); and Agent shall have the exclusive right to retain all proceeds from the sale of FF&E (and the Approval Order shall expressly provide for Agent’s sole rights in and to such proceeds). For purposes of the avoidance of doubt, “Proceeds” shall not include the proceeds from the sale of FF&E. Agent shall pay Merchant fifty percent (50%) of the FF&E Guarantee on the Payment Date, with the balance due (after giving effect to any adjustments contemplated below) on the date of the Final Reconciliation. To the extent Agent does not have the right to sell all FF&E (whether because Merchant does not own any items, ▇▇▇▇▇▇▇▇ does not have the licensing rights to sell such items, landlords make ownership claims on any such items thereby delaying sales, or otherwise), or to the extent the composition of the FF&E is not substantially similar to the listing of furniture, fixtures and equipment reflected on the information formally provided by Merchant to Agent as part of the due diligence review leading up to this transaction (including the Merchant’s fixed asset register files), then Merchant and Agent shall mutually agree upon an equitable reduction to the amount of the FF&E Guarantee. For purposes of the avoidance of doubt, Agent acknowledges that the FF&E shall not include leased copiers or rolling stock even if such assets were reflected on Merchant’s formally provided information/fixed asset register files). Agent shall be responsible for the payment of all expenses incurred in connection with the sale of the FF&E. At the conclusion of the Sale Term, Agent may abandon, in place, any unsold FF&E, and any other furniture, fixtures, and equipment located at the Stores, Merchant's warehouse/distribution centers in Auburn, MA, Secaucus, NJ and Landover, MD, and at Merchant’s home office.