Leased. (i) Section 4.9(b) of the Disclosure Schedule contains a true and correct description of all real property leased, subleased or occupied by Sellers (the “Leased Real Property”), of all leases, including all amendments, exhibits and schedules incorporated therein, relating to the Leased Real Property (collectively, the “Real Property Leases”), including the name of the lessor, the name of the lessee, the address of the real property subject to the Real Property Lease, the term of the Real Property Lease, and rent payable under the Real Property Lease (including base rent and additional rent, however characterized), the amount of any security deposit by the lessee under each Real Property Lease currently held by the lessor, the rights of lessee to assign the Real Property Lease, or sublet any portions of the Leased Real Property, and of all Liens upon or affecting Sellers’ rights to or interest in any of the Leased Real Property or any Real Property Lease (other than Liens imposed on the landlord of such real property). (ii) The Leased Real Property comprises all of the real property used in or contemplated to be used in the Business. (iii) Except as set forth in Section 4.3 of the Disclosure Schedule, no consent is required from the lessor or any other Person under any Real Property Lease to consummate the transactions contemplated in this Agreement and the Seller Ancillary Agreements or to transfer the Real Property Leases that are to be transferred to the Buyer Parties at Closing in accordance with this Agreement. (iv) Except as set forth in Section 4.9(b) of the Disclosure Schedule, (A) no Seller has sublet, or granted to any other person any right of use, operation or occupancy of, any of the Leased Real Property, nor has any Seller agreed to do so, orally or in writing; (B) the Real Property Lease is not a sublease of any other real property superior in interest to the Real Property Lease; (C) no Seller has sold, transferred or assigned, or granted any Lien on or otherwise encumbered, all or any portion of its interest under any Real Property Lease, nor has any Seller agreed to do so, orally or in writing; and (D) no Person has a superior or any sub-leasehold interest in, and no Person (other than Sellers) has any right to use, operate or occupy, any Leased Real Property. (v) Sellers have made available to Buyer true, correct and complete copies of (A) all of the Real Property Leases; and (B) all Lien Instruments with respect to or affecting any of the Leased Real Property or any Real Property Lease (other than Liens imposed on the landlord of such real property). Each of the Real Property Leases is valid, binding and enforceable in accordance with its terms and is in full force and effect, free and clear of any Liens, and, except as set forth in Section 4.9(b)(v) of the Disclosure Schedule, there are no offsets or defenses by either landlord or tenant thereunder. There are no existing breaches of or defaults by any Seller under, and no events or circumstances have occurred which, with or without notice or lapse of time or both, would constitute a breach of or a default under, any of the Real Property Leases by any Seller or any Affiliate of any Seller or any other Person. (vi) The premises, fixtures, furnishings, and equipment located on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are currently being used and currently contemplated to be used. No material improvements constituting a part of the current Leased Real Property encroach on real property not leased by Sellers to the extent that removal of such encroachment would materially impair the manner and extent of the current use, occupancy and operation of such improvements. (vii) There are no actual, threatened or contemplated condemnation or eminent domain proceedings that affect the Leased Real Property or any part thereof, and no Seller Party has received any notice in respect thereof from any Governmental Body. (viii) The past and current use or occupancy of the Leased Real Property by Sellers and their Affiliates and the conduct of the Business as currently conducted and contemplated to be conducted do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property. (ix) No security deposit or portion thereof deposited with respect to the Real Property Leases for the Leased Real Property has been applied in respect of a breach or default under such Real Property Leases which has not been redeposited in full.
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Leased. (i) Section 4.9(b) of the Disclosure Schedule contains a true and correct description of all real property leased, subleased or occupied by Sellers Seller (the “Leased Real Property”), of all leases, including all amendments, exhibits and schedules incorporated therein, relating to the Leased Real Property (collectively, the “Real Property Leases”), including the name of the lessor, the name of the lessee, the address of the real property subject to the Real Property Lease, the term of the Real Property Lease, and rent payable under the Real Property Lease (including base rent and additional rent, however characterized), the amount of any security deposit by the lessee under each Real Property Lease currently held by the lessor, the rights of lessee to assign the Real Property Lease, or sublet any portions of the Leased Real Property, and of all Liens upon or affecting Sellers’ Buyer’s rights to or interest in any of the Leased Real Property or any Real Property Lease (other than Liens imposed on the landlord of such real property)Lease.
(ii) The Leased Real Property comprises all of the real property used in or in, contemplated to be used in in, or otherwise relating to, the Business.
(iii) Except as set forth in Section 4.3 of the Disclosure Schedule, no consent is required from the lessor or any other Person under any Real Property Lease to consummate the transactions contemplated in this Agreement and the Seller Ancillary Agreements or to transfer the Real Property Leases that are to be transferred to the Buyer Parties at Closing in accordance with this Agreement.
(iv) Except as set forth in Section 4.9(b) of the Disclosure Schedule, (A) no Seller has not sublet, or granted to any other person any right of use, operation or occupancy of, any of the Leased Real Property, nor has any Seller agreed to do so, orally or in writing; (B) the Real Property Lease is not a sublease of any other real property superior in interest to the Real Property Lease; (C) no Seller has not sold, transferred or assigned, or granted any Lien on or otherwise encumbered, all or any portion of its interest under any Real Property Lease, nor has any Seller agreed to do so, orally or in writing; and (D) no Person has a superior or any sub-leasehold interest in, and no Person (other than SellersSeller) has any right to use, operate or occupy, any Leased Real Property.
(v) Sellers have Seller has made available to Buyer true, correct and complete copies of (A) all of the Real Property Leases; and (B) all Lien Instruments with respect to or affecting any of the Leased Real Property or any Real Property Lease (other than Liens imposed on the landlord of such real property)Lease. Each of the Real Property Leases is valid, binding and enforceable in accordance with its terms and is in full force and effect, free and clear of any Liens, and, except as set forth in Section 4.9(b)(v) of the Disclosure Schedule, there are no offsets or defenses by either landlord or tenant thereunder. There are no existing breaches of or defaults by any Seller under, and no events or circumstances have occurred which, with or without notice or lapse of time or both, would constitute a breach of or a default under, any of the Real Property Leases by any Seller or any Affiliate of any Seller or any other Person.
(vi) The premises, fixtures, furnishings, and equipment located on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are currently being used and currently contemplated to be used. No material improvements constituting a part of the current Leased Real Property encroach on real property not leased by Sellers Seller to the extent that removal of such encroachment would materially impair the manner and extent of the current use, occupancy and operation of such improvements.
(vii) There are no actual, threatened or contemplated condemnation or eminent domain proceedings that affect the Leased Real Property or any part thereof, and no Seller Party has received any notice in respect thereof from any Governmental Body.
(viii) The past and current use or occupancy of the Leased Real Property by Sellers Seller and their its Affiliates and the conduct of the Business as currently conducted and contemplated to be conducted do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Leased Real Property.
(ix) No security deposit or portion thereof deposited with respect to the Real Property Leases for the Leased Real Property has been applied in respect of a breach or default under such Real Property Leases which has not been redeposited in full.
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