Leased Properties Sample Clauses

Leased Properties. Section 3.22 of the Disclosure Schedule sets forth a list of all of the leases and subleases ("Leases") and each leased and subleased parcel of real property in which the Company has a leasehold or subleasehold interest or to which the Company is a party either as landlord or sublandlord (the "Leased Real Property"). Each of the Leases are in full force and effect, and the Company holds a valid and existing leasehold or subleasehold interest or Landlord or Sublandlord interest as applicable, under each of the Leases described in Section 3.22 of the Disclosure Schedule. The Company has delivered to HK true, correct, complete and accurate copies of each of the Leases. With respect to each Lease set forth on Section 3.22 of the Disclosure Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) to the Knowledge of the Company the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing; (iii) neither the Company, nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default by the Company or permit termination, modification or acceleration under the Lease by any other party thereto; (iv) the Company has not, and, to the Knowledge of the Company, no third party has repudiated any provision of the Lease; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to HK; (vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease (except for Permitted Liens); and (viii) the Lease is fully assignable to HK without the necessity of any consent or the Company shall obtain all necessary consents prior to the Closing.

Leased Properties. Except for short-term space leases entered into by the Company or a Subsidiary in connection with producing a specific Product, Schedule 3.15.2 is a true, correct and complete schedule of all leases, subleases, licenses and other agreements (collectively, the "Real Property Leases") under which the Company or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property (the land, buildings and other improvements covered by the Real Property Leases being herein called the "Leased Real Property"), which Schedule 3.15 sets forth the date of and parties to each Real Property Lease, the date of and parties to each amendment, modification and supplement thereto, the term and renewal terms (whether or not exercised) thereof and a brief description of the Leased Real Property covered thereby. The Company has heretofore delivered to Metromedia true, correct and complete copies of all Real Property Leases (including all modifications, amendments and supplements). Each Real Property Lease is a legal, valid, binding and enforceable obligation of the Company and is in full force and effect, subject as to enforcement, as to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of creditors' rights generally and to general principles of equity. All rent and other sums and charges payable by the Company or a Subsidiary as tenant under any Real Property Lease are current, no notice of default or termination under any Real Property Lease is outstanding, no termination event or condition or uncured material default on the part of the Company or the applicable Subsidiary, or to the Knowledge of the Company or the applicable Subsidiary on the part of the landlord, exists under any Real Property Lease, and no event has occurred and no condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default or termination event or condition on the part of the Company or the applicable Subsidiary or, to the Knowledge of the Company or the applicable Subsidiary on the part of the landlord. Except as set forth on Schedule 3.15.2, to the Knowledge of the Company or the applicable Subsidiary, none of the Leased Real Property and the Real Property Leases contravenes any zoning ordinance or other administrative regulation or violates any restrictive covenant, easement or other agreement to which the lessee under any such Real Property Lease is bou...

Leased Properties. Each Lease is in good standing and all amounts owing under each Lease have been paid by the Borrower, or a Credit Party as applicable.

Leased Properties. The only real estate used in the operation of Seller's Business are the real properties listed in PART 3.1.15 OF THE DISCLOSURE LETTER, which are collectively referred to herein as the "Leased Properties." All of such Leased Properties are leased pursuant to leases described in said Disclosure Letter, a true and correct copy of each having been previously delivered to Buyer (the parties from whom the Leased Properties are leased are referred to herein as the "Landlords"), and which have not been amended, modified or assigned. With respect to each of the Leased Properties: (a) Seller is not aware of any material problems with, the buildings, plants, improvements, structures and fixtures on the Leased Property, including, without limitation, heating, ventilation and air conditioning systems, roof, foundation and floors and believe that the Leased Property is in good operating condition and repair and the Seller has received a Certificate of Occupancy regarding such Leased Property; (b) to the Actual Knowledge of the Seller, since Seller has not received any notice of any special assessment, or any notice alleging violation of any applicable building, zoning, fire or health codes, or any notice requiring or calling attention to the need for any work, repairs, construction, alteration or installation on or in connection with the Leased Property which has not been heretofore complied with by Seller at its sole cost and expense or the Landlord, and is not aware of any such notices which may have been issued but not yet received by Seller; (c) to the Actual Knowledge of the Seller, there are no leases, subleases, licenses, concessions, or other agreements (whether written or oral) to which Seller is a party, that grant to any Person the right to use or occupy any portion of the Leased Property; (d) to the Actual Knowledge of the Seller, there are no Persons (other than Seller) in possession of the Leased Property; (e) to the Actual Knowledge of Seller, the Leased Property is supplied with utilities and other services necessary for the operation of Seller's Business; and (f) to the Actual Knowledge of Seller, the lease for the Leased Property is being fully performed and is in full force and effect, is enforceable in accordance with its terms and neither Seller nor to the knowledge of Seller, the Landlord is in breach or default, or alleged to be in breach or default with respect thereto, and no conditions exist or events have occurred which with the giving of not...

Leased Properties. As of the Closing Date, each lease of the Loan Parties (other than any lease which is not material to the operations of the Loan Parties taken as a whole) is in good standing in all material respects and all amounts owing thereunder have been paid by the applicable Loan Party except any such amount the payment obligation in respect of which is in bona fide dispute.

Leased Properties. 33 Leases...........................................................32

Leased Properties. The "Leases Schedule" sets forth a list of all of the leases, subleases, licenses or other agreements (collectively, the "Leases") for each parcel of real property in which the Company or any of its Subsidiaries has a leasehold or subleasehold interest or otherwise uses or occupies (the "Leased Real Property"). The Company has delivered to the Purchaser true, correct, complete and accurate copies of each of the Leases described in the Leases Schedule. With respect to each Lease listed on the Leases Schedule: (i) the Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Lease will continue to be legal, valid, binding, enforceable and in full force and effect on identical terms following the Closing, other than as set forth on the Leases Schedule; (iii) neither the Company (or its applicable Subsidiary) nor, to the Knowledge of the Company or the Stockholder, any other party to the Lease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Lease; (iv) no party to the Lease has repudiated any provision thereof; (v) there are no disputes, oral agreements, or forbearance programs in effect as to the Lease; (vi) the Lease has not been modified in any respect, except to the extent that such modifications are disclosed by the documents delivered to the Purchaser; and (vii) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Lease.

Leased Properties. Schedule 3.9 sets forth a true, correct and complete list of all leases, subleases, licenses and other agreements (collectively, the "Real Property Leases") under which the Company or any Subsidiary uses or occupies or has the right to use or occupy, now or in the future, any real property used in or related to the Business (the land, buildings and other improvements covered by the Real Property Leases being herein called the "Leased Real Property"), which Schedule 3.9 sets forth (i) the date of and parties to each Real Property Lease, (ii) the date of and parties to each amendment, modification and supplement thereto, (iii) the term and renewal terms (whether or not exercised) thereof, (iv) the annual rent payable thereunder and (v) a brief description of the Leased Real Property covered thereby. The Company has heretofore delivered to, or caused to be delivered to, the Prior Purchasers true, correct and complete copies of all Real Property Leases (including all modifications, amendments and supplements). Each Real Property Lease is valid, binding and in full force and effect, all rent and other sums and charges payable by the Company and its Subsidiaries as tenant thereunder are current, no notice of default or termination under any Real Property Lease is outstanding, and no termination event or condition or uncured default on the part of the Company or any of its Subsidiaries or, to the Knowledge of the Company, the landlord, exists under any Real Property Lease.

Leased Properties. (a) During the Marketing Period for each Lease, unless otherwise mutually agreed by the parties, Agent shall use its reasonable commercial efforts to market and attempt to assign the Leases. (b) Subject to the limitations set forth in Section 10.3(c) hereof, at any time prior to the expiration of the Marketing Period for Leases, Agent shall have the right, which right may be exercised at any time and from time to time in Agent’s sole and absolute discretion, to provide notice to Merchant (each such notice, a “Lease Assumption Notice”) of Agent’s election to require Merchant to seek approval from the Bankruptcy Court to assume and assign one or more Leases to any such party as Agent shall designate, including Agent, an affiliate of Agent, or TWEC (each, a “Leased Property Designee”). Each Lease Assumption Notice shall include such information relating to the proposed designee, its proposed use of the Property and such other information or documentation relating to “adequate assurance of future performance” as shall be reasonably required in connection with the filing by Merchant of the Approval Motion, provided, that Agent or Agent’s designee shall be solely responsible for providing evidence of adequate assurance of future performance. To the extent that the representation in Section 15.2(e) has not been met prior to the last day of the Marketing Period, Agent shall the next day notify Merchant of its assumption of sufficient leases to cause such representation to be met by the last day of the Marketing Period. (c) Within five (5) business days following the date upon which Merchant receives a Lease Assumption Notice from Agent, or on such longer term as Agent may designate in its sole discretion, Merchant shall file an Approval Motion (as defined below) with the Bankruptcy Court and Merchant shall thereafter use reasonable commercial efforts to obtain an Approval Order (as defined below). As used in this Section 5.1(c), “reasonable commercial efforts” shall require Merchant to pay any and all costs and expenses for the payment of attorneys and other professionals whose services may reasonably be required in connection with the prosecution of the Approval Motion and to otherwise proceed in accordance with Section 5.2(a) and (b) below. (d) In the event Agent notifies Merchant to assume and assign any Lease, Agent shall be solely responsible for and shall pay any and all cure amounts with respect to such Lease arising under section 365(b)(1) of the Bankruptc...

Leased Properties. The Financial Statements and Schedule 2.1(ag) hereto together list all personal property (including equipment leases) and real property leased by the Company or by the Selling Shareholders in connection with the Business (the "Leased Properties") and the aggregate annual rent or other fees payable under all such leases. The Company has a valid leasehold or ownership interest in all of the Leased Properties, free and clear of any liens.