5A Consent - Laserfiche WebLink

Home

4 4.4 Bill of Sale. Seller shall deliver title to the Restaurant FF&E to City through the execution and delivery of a Bill of Sale, in the form attached hereto as Exhibit “C” and incorporated herein. Title to the Restaurant FF&E shall be conveyed by Seller to City in an “as is” condition, with no warranty, express or implied, by Seller as to the physical condition of the Restaurant FF&E. 4.5 Assignment of Lease. At the Closing, Seller shall assign to City its right, title and interest in the Lease by execution of the Assignment of Lease in the form attached hereto as Exhibit “D” and incorporated herein. Seller shall obtain Landlord’s approval of the Assignment of Lease by Landlord’s execution thereof. At the Closing, City shall assume Seller’s right, title and interest in the Lease through its execution of the Assignment of Lease. 5. REPRESENTATIONS, WARRANTIES AND COVENANTS. 5.1 Seller’s Representations, Warranties and Covenants. In addition to the representations, warranties and covenants of Seller contained in other sections of this Agreement, Seller hereby represents, warrants and covenants to City that the statements below in this Section 5.1 are each true and correct as of the Closing Date provided however, if to Seller’s actual knowledge any such statement becomes untrue prior to Closing, Seller will notify City in writing and City will have ten (10) days thereafter to determine if City wishes to proceed with Closing. (a) Authority. Seller has the full right, capacity, power and authority to enter into and carry out the terms of this Agreement. This Agreement has been duly executed by Seller, and upon delivery to and execution by City is a valid and binding agreement of Seller. All the instruments, agreements and other documents executed by Seller that are to be delivered to City at Closing are and at the time of Closing will be duly authorized, executed and delivered by Seller, and will be the valid and binding agreements and obligations of Seller enforceable in accordance with their respective terms. Seller agrees to obtain and provide any consents or approvals from Seller’s spouse as may be necessary for the Closing. (b) Encumbrances. Seller has not alienated, encumbered, transferred, assigned, pledged, or otherwise conveyed its interest in the Restaurant FF&E or any portion thereof, nor entered into any agreement to do so. Seller will not, directly or indirectly, alienate, encumber, transfer, assign, pledge, or otherwise convey its interest in the Restaurant FF&E or any portion thereof prior to the Closing, as long as this Agreement is in force. (c) Other Agreements. There are no agreements affecting the Restaurant FF&E except those which have been disclosed by Seller to City. There are no agreements which will be binding on the City or the Restaurant after the Closing which cannot be terminated on thirty (30) days prior written notice. (d) No New Leases. Between the Effective Date and the earlier of the Closing or the termination of this Agreement, Seller shall not enter into any new leases or extend the term of any existing leases of the Restaurant. DRAFT