SEC Filings

AMAZON COM INC filed this Form 10-K on 01/30/2013
Entire Document

5.1.3 Litigation. Except as may be disclosed on Schedule 5.1.3 attached hereto, no action, suit, or other proceeding (including, but not limited to, any condemnation action) is pending or, to Seller’s knowledge, has been threatened in writing that concerns or involves the Property that would, if determined adversely to Seller, materially and adversely affect the use or value of the Property or affect Seller’s ability to fulfill its obligations under this Agreement.

5.1.4 Bankruptcy. No bankruptcy, insolvency, reorganization, or similar action or proceeding, whether voluntary or involuntary, is pending, or, to Seller’s knowledge, has been threatened in writing, against Seller.

5.1.5 Contracts. Except for the Contracts referenced on Schedule 1.6 and subject to Section 6.1.3 below, there are no contracts or agreements to which Seller is a party or by which it is bound relating to construction, architectural services, parking, maintenance, or other supplies or services, management, leasing, or brokerage services, or any equipment leases that are currently in effect and will be in effect after Closing.

5.1.6 Employees. Seller has no employees.

5.1.7 Leases.

(i) Except for the Leases and Licenses referenced on Schedule 1.4 and leases, licenses, or other occupancy agreements that may be entered into by Seller pursuant to Section 6.1.1 hereof, there are no leases, rental agreements, license agreements or other occupancy agreements currently in effect that will affect the Property after Closing.

(ii) The Leases and Licenses have not been amended except as set forth on Schedule 1.4.

(iii) Each Lease and each License is in full force and effect.

(iv) Seller has provided Purchaser with true, accurate and complete copies of all Leases, Licenses, including all amendments, SNDAs, estoppel certificates and commencement date or delivery date memoranda or similar documents. Seller has provided complete copies of all notices, consents, approvals and correspondence under Licenses and Leases that are in Seller’s possession or control.

(v) Except as may be described in Schedule 8.5.8 (i) attached hereto, all tenant improvement allowances currently due and payable by Seller as landlord or licensee under or in connection with the current terms of the Leases and Licenses have been paid in full and except as may be described in Schedule 8.5.8(i) there are no other tenant improvement allowances, leasing commissions, or construction obligations under the Leases and Licenses that have not been fully paid or fulfilled.