Peaceful Possession The Authority hereby warrants that: a) The Project Site has been acquired through the due process of law and belongs to and is vested with the Authority and that the Authority has full powers to hold, dispose of and deal with the same consistent, inter alia, with the provisions of this Agreement. b) In the event the Developer is obstructed by any Person claiming any right, title or interest in or over the Project Site or any part thereof, or in the event of any enforcement action including any attachment, distrait, appointment of receiver or liquidator being initiated by any Person claiming to have any interest in/charge or the Project Site or any part thereof, the Authority shall, if called upon by the Developer, defend such claims and proceedings and also keep the Developer indemnified against any consequential loss or damages which the Developer may suffer, on account of any such right, title, interest or charge.
Material Contracts; Defaults (a) Other than as disclosed in the Company Reports filed prior to the date hereof or as set forth in Company Disclosure Schedule 3.13, neither Company nor any of its Subsidiaries is a party to, bound by or subject to any agreement, contract, arrangement, commitment or understanding (whether written or oral) (i) with respect to the employment of any directors, officers, employees or consultants, (ii) which would entitle any present or former director, officer, employee or agent of Company or any of its Subsidiaries to indemnification from Company or any of its Subsidiaries, (iii) the benefits of which will be increased, or the vesting of benefits of which will be accelerated, by the occurrence of any of the transactions contemplated by this Agreement, or the value of any of the benefits of which will be calculated on the basis of any of the transactions contemplated by this Agreement, (iv) which grants any right of first refusal, right of first offer or similar right with respect to any material assets or properties of Company and or Subsidiaries; (v) which provides for payments to be made by Company or any of its Subsidiaries upon a change in control thereof; (vi) which provides for the lease of personal property having a value in excess of $25,000 individually or $100,000 in the aggregate; (vii) which relates to capital expenditures and involves future payments in excess of $10,000 individually or $50,000 in the aggregate; (viii) which relates to the disposition or acquisition of assets or any interest in any business enterprise outside the ordinary course of Company’s business; (ix) which is not terminable on sixty (60) days or less notice and involving the payment of more than $25,000 per annum; or (x) which materially restricts the conduct of any business by Company of any of its Subsidiaries (collectively, “Material Contracts”). Company has previously delivered to Buyer true, complete and correct copies of each such document. (b) Neither Company nor any of its Subsidiaries is in default under any contract, agreement, commitment, arrangement, lease, insurance policy or other instrument to which it is a party, by which its assets, business, or operations may be bound or affected, or under which it or its assets, business, or operations receives benefits, and there has not occurred any event that, with the lapse of time or the giving of notice or both, would constitute such a default. No power of attorney or similar authorization given directly or indirectly by Company is currently outstanding.
DELAY IN POSSESSION If for any reason Lessor cannot deliver possession of the Premises to Lessee by the Early Possession Date, if one is specified in Paragraph 1.4, or if no Early Possession Date is specified, by the Commencement Date, Lessor shall not be subject to any liability therefor, nor shall such failure affect the validity of this Lease, or the obligations of Lessee hereunder, or extend the term hereof, but in such case, Lessee shall not, except as otherwise provided herein, be obligated to pay rent or perform any other obligation of Lessee under the terms of this Lease until Lessor delivers possession of the Premises to Lessee. If possession of the Premises is not delivered to Lessee within sixty (60) days after the Commencement Date, Lessee may, at its option, by notice in writing to Lessor within ten (10) days after the end of said sixty (60) day period, cancel this Lease, in which event the parties shall be discharged from all obligations hereunder; provided further, however, that if such written notice of Lessee is not received by Lessor within said ten (10) day period, Lessee's right to cancel this Lease hereunder shall terminate and be of no further force or effect. Except as may be otherwise provided, and regardless of when the Original Term actually commences, if possession is not tendered to Lessee when required by this Lease and Lessee does not terminate this Lease, as aforesaid, the period free of the obligation to pay Base Rent, if any, that Lessee would otherwise have enjoyed shall run from the date of delivery of possession and continue for a period equal to the period during which the Lessee would have otherwise enjoyed under the terms hereof, but minus any days of delay caused by the acts, changes or omissions of Lessee.
Peaceful Enjoyment Tenant shall, and may peacefully have, hold, and enjoy the Premises, subject to the other terms hereof, provided that Tenant pays the Rent and other sums herein recited to be paid by Tenant and timely performs all of Tenant’s covenants and agreements herein contained. This covenant and any and all other covenants of Landlord shall be binding upon Landlord and its successors only with respect to breaches occurring during its or their respective periods of ownership of the Landlord’s interest hereunder.
POSSESSION AND OCCUPATION 7.1 Possession and occupation of the Property shall be taken by the Purchaser on the Possession Date, on which date all risk and benefit in respect thereof shall pass to the Purchaser. 7.2 The Seller shall use its best endeavours to ensure that the Property is available for occupation by the Estimated Possession Date. 7.3 Notwithstanding the aforesaid and should the Seller for whatsoever reason fail to give the Purchaser occupation of the Property by the Estimated Possession Date, the Purchaser acknowledges the fact that the Estimated Possession Date is only an estimated date and the Purchaser accordingly shall have no claim of whatsoever nature whether for cancellation or damages against the Seller as a result of such failure. 7.4 The Seller shall endeavour to give the Purchaser not less than 30 (thirty) days’ written notice of its intention to tender possession of the Property to the Purchaser. 7.5 Occupation of the Property by the Purchaser or anybody through the Purchaser shall not create a tenancy, that is to say, in the event of this Agreement being cancelled all rights to the occupation of the Property shall lapse and the Property shall be forthwith vacated. 7.6 The Purchaser acknowledges that all Sections within the Scheme may at the Transfer Date not be fully complete and that the Purchaser may suffer a slight inconvenience as a result. The Seller will however, prior to the Transfer Date, ensure that should such Sections in close proximity to the Property not be complete that it will be secured and closed off to limit any such inconvenience. 7.7 From the Possession Date until the Transfer Date the Purchaser shall - 7.7.1 keep the Property in good repair; 7.7.2 permit the Seller or its agent at all reasonable times to enter and inspect the Property subject thereto that the Purchaser has been given prior notice of any such intended inspection; 7.7.3 be responsible for all costs of electricity and water consumed on any part of the Property insofar as these may be separately metered; 7.7.4 be responsible for all obligations of an owner of a Section and the person holding exclusive use rights as set out in the Sectional Titles Act and the Sectional Titles Schemes Management Act; and 7.7.5 comply with all rules and regulations applicable to the Scheme. 7.8 The Purchaser hereby indemnifies the Seller and holds it harmless against any and all claims, expenses, liabilities and/or damages incurred or suffered by the Seller after the Possession Date.
