FF&E. All fixtures (other than those which constitute Improvements), furniture, furnishings, equipment, machinery, tools, vehicles, appliances, art work and other items of tangible personal property which are located at the Hotel and used exclusively in the Business, or ordered for future use at the Hotel as of the Closing, other than the Supplies, IT Systems, F&B, Retail Merchandise, Books and Records and Plans and Specifications (the “FF&E”);
FF&E. During the Term of this Sublease, Sublandlord grants to Subtenant, free of charge and at no extra rental, the right to use all office furniture, cubicles and other related furniture, fixtures and equipment owned by Sublandlord and listed in Exhibit C (the “FF&E”), conditioned upon (a) Subtenant’s agreement that Sublandlord has not made and does not make any express or implied warranty or representation with respect to the merchantability thereof or its fitness for any particular purpose; the design or condition thereof; the quality or capacity thereof; workmanship or compliance thereof with the requirements of any Law, rule, specification or contract pertaining thereto; patent infringement or latent defects, and (b) Subtenant’s acceptance thereof on an “AS IS, WHERE IS” basis. Subtenant shall be responsible for the repair and maintenance of the FF&E, in as good a condition as when received (normal wear and tear and damage by fire or other casualty excepted) throughout the Sublease Term. Sublandlord hereby grants to Subtenant an option to purchase the FF&E for $1.00 at the end of the Term of this Sublease by providing written notice to Sublandlord at least ten (10) business days prior to the expiration of the Sublease Term. If Subtenant exercises its option to purchase the FF&E in a timely manner, then Sublandlord shall transfer title to the FF&E to Subtenant, without representation or warranty, effective as of the End Date, and Subtenant shall be responsible for the costs and expenses of removing the FF&E. If Subtenant does not elect to purchase the FF&E, then Subtenant shall leave the FF&E in the Subleased Premises at the expiration of the Sublease Term in the condition required under this Sublease (except that, if Subtenant does not elect to purchase the FF&E, Sublandlord shall have the right to remove the FF&E from the Subleased Premises during the ten (10) business day period prior to the expiration of the Sublease Term). The preceding to the contrary notwithstanding, Subtenant hereby discloses to Sublandlord that some of the FF&E is at the end of its useful life and has no value to Subtenant. Sublandlord hereby agrees that Subtenant shall have the right, but not the obligation, at Subtenant’s sole cost and expense, at any time during the Sublease Term, to remove and dispose of any or all of the FF&E identified on Exhibit C attached hereto as Subtenant shall elect in its sole discretion and, in such event, Subtenant shall have no obligation to replace ...
FF&E. Sub-Sublandlord hereby agrees to rent to Sub-Subtenant (at no extra charge or rent) the FF&E owned by Sub-Sublandlord and delivered to Sub-Subtenant within the Sub-Subleased Premises on the Commencement Date, all in its “AS-IS” condition, “WHERE IS”, and without warranty, express or implied, of any kind or nature. Sub-Subtenant shall maintain and repair the FF&E as and when reasonably necessary at Sub-Subtenant’s sole cost and expense. Provided this Sub-Sublease is in full force and effect as of the date which is thirty (30) days prior to the Sublease Expiration Date, and Sub-Subtenant is not then in default of this Sub-Sublease beyond any applicable notice and cure period and has not been in default of the Sub-Sublease for more than fifteen (15) days in the aggregate during the Term, then Sub-Subtenant shall have the option (in its sole discretion) to purchase all such FF&E for the price of One Dollar ($1.00) by written notice to Sub-Sublandlord on or before the thirtieth (30th) day prior to the Sublease Expiration Date (the “Purchased FF&E”). Sub-Sublandlord represents and warrants that there no party has claims for or liens against the Purchased FF&E. If Sub-Subtenant timely exercises such option, then the parties shall execute the Xxxx of Sale attached hereto as Exhibit “C” and all right, title and interest of Sub-Sublandlord in such Purchased FF&E shall be deemed conveyed to Sub-Subtenant, and Sub-Subtenant shall, at its sole cost and expense, remove all of the Purchased FF&E from the Sub-Subleased Premises, and Sub-Subtenant shall repair any damage caused by such removal. If Sub-Subtenant shall not timely exercise such option, then such option shall be null and void and Sub-Subtenant shall have no further right or interest in the FF&E and Sub-Subtenant shall not be required to remove the FF&E from the Sub-Subleased Premises.
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. 7.1 With respect to the furniture, fixtures, and equipment owned by Merchant, located at the Stores, Distribution Center and Merchant s corporate office, and designated by Merchant (on or prior to the 7th day following the Sale Commencement Date) for sale (the Owned FF&E ), Agent shall sell the Owned FF&E, and Agent shall be entitled to receive a commission equal to twenty percent (20%) of the gross proceeds (net only of sales taxes) from the sale of any Owned FF&E; provided however Merchant shall be responsible for the payment of all expenses (including reimbursement to Agent where applicable) incurred in connection with the disposition of the Owned FF&E in accordance with a budget to be mutually agreed upon between Merchant and Agent promptly following Merchant s designation of the Owned FF&E ( FF&E Expenses ). At the conclusion of the Sale Term, Agent may abandon, in place, any unsold Owned FF&E, and any other furniture, fixtures, and equipment located at the Stores, without liability to Merchant or any third party.
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. 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. Sublandlord shall provide Subtenant the right to use the furniture, fixtures and equipment (“FF&E”) currently existing within the Subleased Premises. Sublandlord and Subtenant agree that Exhibit E hereto sets forth the mutually approved list of FF&E items within the Subleased Premises which Subtenant has elected to retain at the Subleased Premises for use by Subtenant during the Sublease Term. At the Sublease Expiration Date, Sublandlord shall transfer to Subtenant at no additional cost or expense all of Sublandlord’s right, title and interest in and to the FF&E listed on Exhibit E hereto, on an “AS IS, WHERE IS, WITH ALL FAULTS” without representation or warranty. Subtenant assumes all responsibility in connection with the FF&E listed on Exhibit E and hereby indemnifies and agrees to hold Sublandlord harmless from and against any and all charges, obligations, demands or claims incurred by Sublandlord with respect to any sales tax that may be due and payable in connection with the transfer of the FF&E provided for herein. Furthermore, Subtenant shall be responsible for, and shall indemnify Sublandlord from and against any cost, liability or damage arising from Subtenant’s removal of (or failure to remove) all such FF&E listed on Exhibit E from the Subleased Premises on or before the Sublease Expiration Date, including without limitation any damages to the Subleased Premises caused by such removal of FF&E listed on Exhibit E for which Sublandlord is responsible to Master Landlord under the Master Lease.
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. “FF&E” means machinery, equipment, appliances, furniture, fittings, removable fixtures, tools and other articles of durable personal property of every kind and nature, including spare parts and reserve stock, which are owned or leased by or for the account of Seller and are used or useable in the operation of the Hotel, including, without limitation and subject to depletion and replacement in the Ordinary Course: (1) office furniture and equipment, (2) room furnishings, including banquet chairs and tables used or usable in the conference facilities within the Hotel, (3) art work and other decorative items, (4) televisions, radios, VCRs and other consumer electronic equipment, (5) telecommunications equipment, including audio visual equipment used or usable in connection with the conference facilities within the Hotel, (6) computer equipment and software, (7) blankets, pillows, linens, towels and other bed clothing, (8) china, crystal, dishware, glassware, silverware, flatware and other “operating inventory” as that term is used in the Uniform System of Accounts, (9) kitchen appliances, cookware and other cooking utensils, (10) vehicles, (11) manuals, schematics, plans and other written materials pertaining to the use, operation, maintenance or repair of any item of FF&E, and (12) all equipment, machinery, appliances, tools and other articles of durable personal property used or usable in connection with the operation of the golf course which forms a portion of the Hotel; but excluding (a) personal property owned by any Hotel guest, tenant, concessionaire, licensee or other third party except for Skamania LLC (unless such person owns such property for the account or benefit of Seller), and (b) manuals, records and other like materials owned by (and proprietary to) the Hotel Manager, unless prepared or maintained solely for the Hotel, and (c) computer software licensed to Seller or Hotel Manager, unless (A) such license is by its terms transferable in connection with the sale of the Hotel to Buyer and (B) Buyer pays any fee or other charge imposed by the licensor in connection with such a transfer.