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. 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. 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. 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. 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. Agent shall sell FF&E (other than Excluded Owned FF&E) owned by Merchant located at the Stores and any café supplies not packaged for retail sale (which for the avoidance of doubt excludes Café/Candy Inventory) (the “Owned FF&E”); provided, however, that within seven (7) days of the Sale Commencement Date, Merchant shall deliver to Agent a list of FF&E (with the consent of GA Capital, LLC (“GA”), as Term B Agent to the DIP Facility and with copies to be provided to GECC) located at the Stores to be excluded from Agent’s sale (the “Excluded Owned FF&E”) (the Owned FF&E less the Excluded Owned FF&E is referred to herein as the “Agent Sale FF&E”). Agent shall be entitled to receive a commission equal to 20% of the net proceeds from the sale of Agent Sale FF&E (net of Sales Taxes and the expenses of disposing of the FF&E); provided however that Merchant shall be responsible for payment of expenses incurred in connection with the disposition of the Agent Sale FF&E in accordance with a budget to be mutually agreed upon between Merchant and Agent (in consultation with GA with copies to be provided to GECC). In either event, as of the Sale Termination Date, Agent may abandon, in place, any unsold Agent Sale FF&E, at the Stores. All proceeds from the disposition of the Agent Sale FF&E shall be deposited in a segregated account designated solely for the deposit of the proceeds from the Agent Sale FF&E which shall be a Merchant’s Designated Deposit Account.

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. 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. Sublandlord shall make available to Subtenant, at no cost to Subtenant, for its exclusive use during the Term the furniture, fixtures and equipment, artwork, and AV equipment listed on Exhibit C (“FF&E”); provided, however that the FF&E shall not include, and Subtenant shall not have the use of, the security system serving the Premises. Subtenant accepts such FF&E in their “as is” condition, and Sublandlord makes no representation or warranty with respect to their condition. Subtenant acknowledges that such FF&E has been used and/or refurbished prior to the Commencement Date. Subtenant shall be liable for any damage to the FF&E, other than ordinary wear and tear, and shall be solely responsible for all costs associated with the insurance, maintenance, cleaning and repair of the FF&E and any taxes related thereto. All FF&E shall remain the property of Sublandlord and shall be surrendered to Sublandlord with the Premises upon the expiration of the Term in substantially the same condition they were in upon the Commencement Date, ordinary wear and tear excepted, subject to the following provisions. Notwithstanding the foregoing, at Sublandlord’s option, Subtenant shall be deemed to have acquired the FF&E for the sum of $1.00 (which amount will be deducted from the Security Deposit) as of the Expiration Date (or earlier termination date) from Sublandlord free and clear of all liens and shall remove the FF&E as part of Subtenant’s obligations to remove Subtenant’s personal property from the Premises at the end of the Term. Upon the request of either Sublandlord or Subtenant, subject to the foregoing, the parties shall execute a b▇▇▇ of sale confirming the foregoing transfer of title.