Leasehold Properties. (i) Section 3.13(b) of the Sellers’ Disclosure Schedule sets forth a list of all Properties that are leased or otherwise occupied by the Company or any of its Subsidiaries other than any freehold properties (referred to in this Section 3.13 as (“Leased Properties”), identifying the date of the agreement by which such Properties are occupied (each a “Property Lease”), the location, parties, base rent, term and any options to extend relating thereto, together with such details applicable to any superior titles. The Company and its Subsidiaries have paid their respective rents in full and up to date and has observed and performed the covenants on the part of the lessee and the conditions contained in any leases (which expression includes underleases) under which the Leased Properties are held and the last demands for rent (or receipts if issued) were unqualified and all such leases are valid and in full force in accordance with their respective terms. (ii) All licenses, consents and approvals required from the lessors and any superior lessors under the Property Leases and from their respective mortgagees (if any) have been obtained and the covenants on the part of the lessee contained in such licenses, consents and approvals have been duly performed and observed. (iii) There are no notices, negotiations or proceedings pending in relation to rent reviews nor is any rent liable at the date hereof to be reviewed and time is not of the essence in respect of any steps to be taken in the conduct of rent reviews. (iv) There is no obligation to reinstate any of the Leased Properties by removing or dismantling any alteration made to the same by the Company, any of its Subsidiaries or any predecessor in title to the Company. (v) There is no outstanding, unobserved or unperformed obligation necessary to comply with any notice or other requirement given by the lessor under any Property Leases. (vi) There are no circumstances which would entitle any such lessor to exercise any powers of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the Leased Properties. To the Knowledge of the Sellers, there are no indications that any creditor of the lessor of the business premises of the Company’s German Subsidiary in Nürnberg, Germany, intends to enforce its rights against such lessor by selling such business premises (or parts thereof) in a public auction. (vii) There are no laws, statutes, regulations or orders now in existence and the Company has not received notice of any laws, statutes, regulations or orders that are under active consideration by any Governmental Entity that could require the tenant of any Leased Properties to make any expenditure in excess of $50,000 to modify or improve such of the Leased Properties to bring it into compliance therewith. Neither the Company nor any Subsidiary shall be required to expend more than $50,000 in the aggregate under all Property Leases to restore such Properties at the end of the term of the applicable lease to the condition required under such lease (assuming the conditions existing in such Leased Properties as of the date hereof and as of the Closing).
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Sources: Share Transfer Agreement, Share Transfer Agreement (Dolby Laboratories, Inc.)
Leasehold Properties. (i) Section 3.13(b) Where the interest of the Sellers’ Disclosure Company in any UK Property is leasehold the requisite details have been completed in Part 2 of Schedule sets forth a list 3 and:
12.5.1 the title of the landlord and all Properties that are leased or otherwise occupied by superior landlords has been investigated and found to be satisfactory and any consent necessary for the grant of the lease under which the Company or any holds its interest in the UK Property (the "Lease") and during the continuance of its Subsidiaries other than any freehold properties (referred the Lease was duly obtained and a copy of the consent is with the documents of title and the receipt for the payment of rent which fell due immediately prior to in this Section 3.13 as (“Leased Properties”), identifying the date of the agreement by which such Properties are occupied (this Agreement is unqualified;
12.5.2 each a “Property Lease”), the location, parties, base rent, term and any options to extend relating thereto, together with such details applicable to any superior titles. The Company and its Subsidiaries have paid their respective rents in full and up to date and has observed and performed the covenants on the part of the lessee and the conditions contained in any leases (which expression includes underleases) under which the Leased Properties are held and the last demands for rent (or receipts if issued) were unqualified and all such leases are Lease is valid and in full force the Company has paid the rent and there are no material subsisting breaches nor any material non-observance of any covenant, condition or agreement contained in accordance with their respective terms.
(ii) All licenses, consents and approvals required from the lessors and any superior lessors under the Property Leases and from their respective mortgagees (if any) have been obtained and the covenants Lease on the part of either the lessee contained in such licenses, consents relevant landlord or the Company and approvals have been duly performed and observed.
(iii) There no landlord has refused to accept rent or made any complaint or objection nor so far as the Vendor is aware are no notices, negotiations or proceedings pending in relation to rent reviews nor is there any rent liable at the date hereof to be reviewed and time is not of the essence in respect of any steps to be taken in the conduct of rent reviews.
(iv) There is no obligation to reinstate any of the Leased Properties by removing or dismantling any alteration made to the same by the Company, any of its Subsidiaries or any predecessor in title to the Company.
(v) There is no outstanding, unobserved or unperformed obligation necessary to comply with any notice or other requirement given by the lessor under any Property Leases.
(vi) There are no circumstances which would entitle any such lessor landlord or other person to exercise any powers power of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the Leased UK Properties. To ;
12.5.3 so far as the Knowledge of the Sellers, Vendor is aware there are no indications that any creditor restrictions in the Lease which prevent the UK Property being used now or in the future for the present use;
12.5.4 so far as the Vendor is aware no alterations have been made to the UK Property at the expense of the lessor Company without all necessary consents and approvals and all such alterations to the UK Property are to be disregarded on rent reviews;
12.5.5 ss.24 to 28 (inclusive) Landlord and ▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ have not been excluded in relation to the tenancy created by the Lease;
12.5.6 all steps in rent reviews have been duly taken and no rent reviews are or should be currently under negotiation or the subject of a reference to any expert or arbitrator of the business premises of Courts;
12.5.7 where the Company’s German Subsidiary in NürnbergLease was granted on or after 1st January 1996, Germany, intends the landlord is permitted to enforce its rights against such lessor by selling such business premises (or parts thereof) in a public auction.
(vii) There are no laws, statutes, regulations or orders now in existence and the Company has not received notice of any laws, statutes, regulations or orders that are under active consideration by any Governmental Entity that could require the tenant to enter into an authorised guarantee agreement as a condition of any Leased Properties to make any expenditure a permitted assignment but no other onerous conditions are included in excess of $50,000 to modify or improve such the alienation provision;
12.5.8 complete and accurate details of the Leased Properties to bring it into compliance therewith. Neither the Company nor any Subsidiary shall be required to expend more than $50,000 terms of each Lease are contained in the aggregate under all Property Leases to restore such Properties at the end of the term of the applicable lease to the condition required under such lease (assuming the conditions existing in such Leased Properties as of the date hereof and as of the Closing).Disclosure Letter
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Leasehold Properties. (i) Section 3.13(b) of the Sellers’ Disclosure Schedule sets forth a list of all Properties that are leased or otherwise occupied by the Company or any of its Subsidiaries other than any freehold properties (referred to in this Section 3.13 as (“Leased Properties”), identifying the date of the agreement by which such Properties are occupied (each a “Property Lease”), the location, parties, base rent, term and any options to extend relating thereto, together with such details applicable to any superior titles. 8.1 The Company and/or Loryt has paid the rent and its Subsidiaries have paid their respective rents in full and up to date and has observed and performed the covenants on the part of the lessee tenant and the conditions contained in any leases (which expression includes underleases) the lease under which the Leased Properties are held held, and the last demands demand for rent (or receipts receipt, if issued) were unqualified was unqualified, and all such leases are valid and the lease is in full force force, except as disclosed in accordance with their respective termsthe Disclosure Letter.
(ii) All licenses8.2 The licences, consents and approvals required from the lessors landlords and any superior lessors landlords under the Property Leases and from their respective mortgagees (if any) leases of the Properties have been obtained obtained, and the covenants on the part of the lessee tenant contained in such licensesthe licences, consents and approvals have been duly performed and observedperformed, except as disclosed in the Disclosure Letter.
(iii) 8.3 There are lease renewals and rent reviews in progress under the leases of the Properties held by the Company or Loryt, in particular under the office lease at 7 Ch▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇.
▇.4 No obligation necessary to comply with a notice given by or other requirement of the landlord under a lease of the Properties is outstanding and unperformed.
8.5 There are no noticesobligations for repair are on an internal repairing basis, negotiations or proceedings pending in relation to rent reviews nor is any rent liable at with the date hereof to be reviewed and time is not exception of the essence in respect of any steps to be taken in the conduct of rent reviews.
(iv) There office lease at 7 Ch▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇, ▇▇d there is no obligation to reinstate any of the Leased Properties by removing or dismantling any an alteration made to the same it by the Company, any of its Subsidiaries Loryt or any a predecessor in title to the Companytitle.
(v) There is no outstanding, unobserved 8.6 The Company or unperformed obligation necessary to comply with any notice or other requirement given by Loryt has not entered into an guarantee agreement in respect of the lessor under any Property Leasesproperties.
(vi) 8.7 There are no proceedings against the Company and/or Loryt, or brought by it nor is the Company or Loryt aware of any identifiable circumstances in which would entitle any such lessor to exercise any powers of entry proceedings against it by its landlord or take possession by its tenants or which would otherwise restrict by it against its landlord or its tenants may be brought or threatened, except as disclosed in the continued possession and enjoyment of the Leased Properties. To the Knowledge of the Sellers, there are no indications that any creditor of the lessor of the business premises of the Company’s German Subsidiary in Nürnberg, Germany, intends to enforce its rights against such lessor by selling such business premises (or parts thereof) in a public auctionDisclosure Letter.
(vii) 8.8 There are no laws, statutes, regulations or orders now in existence and employees of the Company has not received notice and/or Loryt who are required to work full time or substantially full time at the Properties.
8.9 There are no rent deposits or other monies lodged with the landlords or their agents in respect of any laws, statutes, regulations or orders that are under active consideration by any Governmental Entity that could require the tenant of any Leased Properties to make any expenditure in excess of $50,000 to modify or improve such of the Leased Properties to bring it into compliance therewith. Neither Properties, except as per the Company nor any Subsidiary shall be required to expend more than $50,000 schedule in the aggregate under all Property Leases to restore such Properties at the end of the term of the applicable lease to the condition required under such lease (assuming the conditions existing in such Leased Properties as of the date hereof and as of the Closing)Completion Accounts.
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Sources: Agreement for the Sales and Purchases of Share Capitals (Bridgestreet Accommodations Inc)
Leasehold Properties. Other than the Leasehold Property Leases described on EXHIBIT F, attached hereto and made a part hereof, no Project is subject to any ground leases or any other leases where a Borrower is the lessee thereunder. The Borrowers have delivered to the Administrative Agent (i) Section 3.13(b) on behalf of the Sellers’ Disclosure Schedule sets forth a list Lenders) true, correct and complete copies of all Properties that are leased Leasehold Property Leases on or otherwise occupied prior to the date hereof. With respect to the Leasehold Property Leases described on EXHIBIT F, except as set forth on SCHEDULE 6.17 annexed hereto:
(1) Each such Leasehold Property Lease or memorandum thereof, including all amendments and modifications thereto, or a separate agreement signed by the Company applicable lessor has been duly recorded; each such Leasehold Property Lease by its terms (or any pursuant to a written consent from the applicable lessor thereunder which has been obtained) permits the interest of the respective Borrower to be encumbered by the applicable Mortgage; and there has been no material change in the terms of such Leasehold Property Lease since its Subsidiaries recordation other than any freehold properties as set forth in EXHIBIT F;
(referred to in this Section 3.13 as (“Leased Properties”)2) Except shown on the applicable Title Policy, identifying the date of the agreement by which such Properties are occupied (each a “no Leasehold Property Lease”), the location, parties, base rent, term and any options to extend relating thereto, together with such details applicable Lease is subject to any superior titles. The Company and its Subsidiaries have paid their respective rents in full and up to date and has observed and performed Liens or encumbrances other than the covenants on the part of the lessee and the conditions contained in any leases related Mortgage;
(which expression includes underleases3) under which the Leased Properties are held and the last demands for rent (or receipts if issued) were unqualified and all Each such leases are Leasehold Property Lease is valid and subsisting and is in full force and effect in accordance with their respective terms.its terms and no uncured event of default or event or condition which, with the giving of notice, the passage of time or both, would constitute an event of default has occurred under such Leasehold Property Lease;
(ii4) The Mortgage encumbering each Leasehold Property Lease conforms and complies with such Leasehold Property Lease (or applicable written consent from the lessor thereunder), does not constitute a violation or default under such Leasehold Property Lease, and is and shall at all times constitute a valid Lien on the relevant Borrower's entire estate under such Leasehold Property Lease;
(5) All licensesLeasehold Property Rent due and payable through and including the Closing Date has been paid; and
(6) All material terms, consents conditions, and approvals required from agreements contained in the lessors and any superior lessors under the Leasehold Property Leases and from their respective mortgagees (if any) have been obtained and the covenants on the part of the lessee contained in such licenses, consents and approvals have been duly performed and observed.
(iii) There are no notices, negotiations or proceedings pending in relation to rent reviews nor is any rent liable at the date hereof to be reviewed and time is not of the essence in respect of any steps to be taken in the conduct of rent reviews.
(iv) There is no obligation to reinstate any of the Leased Properties by removing or dismantling any alteration made to the same by extent they apply to periods through and including the Company, any of its Subsidiaries or any predecessor in title to the CompanyClosing Date.
(v) There is no outstanding, unobserved or unperformed obligation necessary to comply with any notice or other requirement given by the lessor under any Property Leases.
(vi) There are no circumstances which would entitle any such lessor to exercise any powers of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the Leased Properties. To the Knowledge of the Sellers, there are no indications that any creditor of the lessor of the business premises of the Company’s German Subsidiary in Nürnberg, Germany, intends to enforce its rights against such lessor by selling such business premises (or parts thereof) in a public auction.
(vii) There are no laws, statutes, regulations or orders now in existence and the Company has not received notice of any laws, statutes, regulations or orders that are under active consideration by any Governmental Entity that could require the tenant of any Leased Properties to make any expenditure in excess of $50,000 to modify or improve such of the Leased Properties to bring it into compliance therewith. Neither the Company nor any Subsidiary shall be required to expend more than $50,000 in the aggregate under all Property Leases to restore such Properties at the end of the term of the applicable lease to the condition required under such lease (assuming the conditions existing in such Leased Properties as of the date hereof and as of the Closing).
Appears in 1 contract
Leasehold Properties. (a) All leases (which expression includes underleases and tenancy agreements, contractual licences and other similar agreements) under which the Company holds or exercises rights in respect of the Properties are:
(i) Section 3.13(bvalid and in full force;
(ii) of the Sellers’ Disclosure Schedule sets forth a list of all Properties that are leased or otherwise occupied reduced to writing and duly executed by both parties, and have been furnished for inspection by the Company or any of its Subsidiaries other than any freehold properties Purchaser's legal advisers; and
(referred to in this Section 3.13 as iii) duly stamped and registered (“Leased Properties”where applicable), identifying the date of the agreement by which such Properties are occupied
(each a “Property Lease”), the location, parties, base rent, term and any options to extend relating thereto, together with such details applicable to any superior titles. b) The Company and its Subsidiaries have has paid their respective rents in full and up to date and has observed all rent and performed the and observed in all material respects all covenants and conditions on the part of the lessee and tenant contained in the conditions leases under which the Properties are held.
(c) There are no material subsisting breaches or any material non-performance or observance of any covenant, condition or agreement contained in any leases (which expression includes underleases) lease under which the Leased Properties are held and the last demands for rent (or receipts if issued) were unqualified and all such leases are valid and in full force in accordance with their respective terms.
(ii) All licenses, consents and approvals required from the lessors and any superior lessors under the Property Leases and from their respective mortgagees (if any) have been obtained and the covenants whether on the part of the lessee tenant, the landlord or either of their predecessors in title.
8.4.2 Where any of the Properties is leasehold, particulars of each lease vested in the Company are set out in Part 2 of Schedule 3 and in relation to each such lease:
(a) the landlord and all superior landlords had good title to grant the lease and any superior leases respectively and all abstracts and epitomes of all superior titles have been placed with the title deeds to the Property to which the lease relates;
(b) any consent necessary for the grant of the lease has been obtained and a copy of the consent is with the title deeds to the Property to which the lease relates;
(c) the receipt for the payment of rent which fell due immediately prior to the date hereof is unqualified;
(d) no notices of breaches of any covenants or conditions contained in the lease have been given or received on the part of either the landlord or the Company and the landlord has not refused to accept rent or made any complaint of breach of covenant;
(e) no alterations, improvements or additions have been made to the Property to which the lease relates since the grant of the lease or in respect of all such licensesalterations, improvements or additions made all necessary consents and approvals have first been duly performed and observed.obtained;
(iiif) There are no notices, negotiations VAT is not chargeable on the rent or proceedings pending in relation to rent reviews nor is any rent liable at the date hereof other payment to be reviewed made under the lease and time is not of no election has been made by the essence landlord to waive exemption from VAT in respect of any steps to be taken in the conduct of rent reviewslease.
(iv) There is no obligation to reinstate any of the Leased Properties by removing or dismantling any alteration made to the same by the Company, any of its Subsidiaries or any predecessor in title to the Company.
(v) There is no outstanding, unobserved or unperformed obligation necessary to comply with any notice or other requirement given by the lessor under any Property Leases.
(vi) There are no circumstances which would entitle any such lessor to exercise any powers of entry or take possession or which would otherwise restrict the continued possession and enjoyment of the Leased Properties. To the Knowledge of the Sellers, there are no indications that any creditor of the lessor of the business premises of the Company’s German Subsidiary in Nürnberg, Germany, intends to enforce its rights against such lessor by selling such business premises (or parts thereof) in a public auction.
(vii) There are no laws, statutes, regulations or orders now in existence and the Company has not received notice of any laws, statutes, regulations or orders that are under active consideration by any Governmental Entity that could require the tenant of any Leased Properties to make any expenditure in excess of $50,000 to modify or improve such of the Leased Properties to bring it into compliance therewith. Neither the Company nor any Subsidiary shall be required to expend more than $50,000 in the aggregate under all Property Leases to restore such Properties at the end of the term of the applicable lease to the condition required under such lease (assuming the conditions existing in such Leased Properties as of the date hereof and as of the Closing).
Appears in 1 contract