Lease Agreement means the bargain, with respect to the lease, of the lessor and the lessee in fact as found in their language or by implication from other circumstances including course of dealing or usage of trade or course of performance as provided in this article. Lease Agreements shall have the meaning set forth in Section 3.14.Īssignment of Lease means the Assignment of Lease, Rents and - Guarantee dated as of the Release Date from the Lessor to the Collateral Agent for the benefit of the Securityholders and the Certificate Holders, as amended, supplemented or otherwise modified from time to time in accordance with the terms thereof or of any other Operative Agreement. Memorandum of Lease means the Memorandum of Facility Lease (SP-4), dated as of the Closing Date, between the Owner Lessor and the Facility Lessee filed with the Recorder of Mohave County, Arizona and the Tribal Recorder of the Tribe.Īssignment of Leases With respect to any Mortgaged Property, any assignment of leases, rents and profits or similar instrument executed by the Mortgagor, assigning to the mortgagee all of the income, rents and profits derived from the ownership, operation, leasing or disposition of all or a portion of such Mortgaged Property, in the form which was duly executed, acknowledged and delivered, as amended, modified, renewed or extended through the date hereof and from time to time hereafter. The Buyer shall cause all Memoranda of Lease covering the Owned Real Property and all Assignment and Assumption of Lease Agreements relating to the transfer of all Leased Real Property pursuant to this Agreement to be recorded in the local county or applicable Sale2.16.09 closeFinal Clean 12.1.08authority’s recording or real estate recording office where each such property is located no later than five (5) business days after the Closing Date. To the extent such Landlord Estoppels, Memoranda of Lease, Tenant Estoppel and Subordination Nondisturbance and Attornment Agreement is received by the Seller prior to the applicable Closing, the Seller shall deliver the same to the Purchaser. The documents terminating the Memoranda of Lease shall be in form and substance reasonably approved by the parties and in recordable form. Transaction Documents" shall mean this Agreement, the Leases, the Memoranda of Lease, the Guaranties, the Pledge Agreement, the Security Agreements, the Escrow Agreement, the Closing Escrow Agreement, the Assignment of Leases, Guaranties, Pledge Agreement and Security Agreements and all other agreements related thereto executed and delivered by the parties to this Agreement. When Title Company (hereinafter defined) is in a position to issue the Title Policies (hereinafter defined), and upon instructions from Seller and Buyer, Escrow Holder shall immediately close Escrow by recording the Deeds and the Memoranda of Lease in the appropriate counties.Įscrow shall close on the Closing Date concurrently with the closing of the transaction contemplated by this Agreement, and the parties acknowledge that the Bargain and Sale Deeds ("Deeds") and the Memoranda of Lease shall be deposited with Escrow Holder for recordation at the Closing Date consistent with the terms of this Agreement. They also would have discovered the publicly recorded Memoranda of Lease disclosing that the OpCo Entities were tenants, and that they did not own the real property. The parties agree to execute and to record in the appropriate local registry where each of the Facilities is located, at Tenant's sole cost and expense, one (1) or more Memoranda of Lease substantially in the form attached hereto as Exhibit B.Ī legal opinion by counsel to Seller, addressed to Buyer and reasonably acceptable to Buyer in form and content, as to the legal existence and authority of Seller and the authorization, execution and delivery by Seller of the Deeds, the Property Leases, the Master Agreements and the Memoranda of Lease.Ī legal opinion by counsel to Buyer, addressed to Seller and reasonably acceptable to Seller in form and content, as to the legal existence and authority of Buyer and the authorization, execution and delivery of the Property Leases, the Master Agreements and Memoranda of Lease by Buyer. Examples of Memoranda of Lease in a sentence
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