15Real Property Sample Clauses

15Real Property. No Acquired Company owns or has any obligation to purchase any real property. Schedule 3.15 contains a list of each parcel of real property leased under the Real Property Leases (the “Real Property”). The Real Property constitutes all of the real property occupied or operated by any Acquired Company. To Seller’s Knowledge, no portion of the Real Property is subject to any pending or threatened condemnation or other similar proceeding by any Governmental Entity. Except as disclosed in Schedule 3.15, there are no Contracts to which any Acquired Company is a party granting to any third party the right of use or occupancy of any portion of the parcels of the Real Property.
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15Real Property. The Company does not own any fee simple interest in real property. The Company does not lease, sublease, or have any other contractual interest in any real property.
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15Real Property. (a) No Transferred Entity owns, or has ever owned, any real property in fee. (b) Section 3.15(b) of the Disclosure Letter contains a complete and accurate list, as of the date of this Agreement, all Transferred Leased Real Property, and of all leases, subleases, licenses, occupancy agreements, access agreements, lease guaranties, agreements and documents (including any guaranties), and all amendments, modifications and addenda thereto, in each case pursuant to which the Transferred Entities lease, license, occupy or otherwise have the right to use any Transferred Leased Real Property (the “Transferred Real Property Leases”) including a description of each Transferred Real Property Lease (including the name of the third-party lessor or lessee, licensee, licensor, grantee or grantor, as applicable), the address of the real property covered by each such Transferred Real Property Lease, and the date of each such Transferred Real Property Lease and all amendments, modifications and addenda thereto. Transferor has delivered or made available to Acquiror a true, correct, and complete copy of each of the Transferred Real Property Leases, together with the following to the extent in existence: all annexes, side letters and extension notices and other material correspondence, handover protocols, alterations and fit-out works documentation, estoppel certificates, and subordination, non-disturbance and attornment agreements related thereto. With respect to the Transferred Real Property Leases, (i) the ​ Transferred Real Property Leases are valid, binding and enforceable against the Transferred Entity party thereto and, to the Knowledge of the Business, any other party thereto in accordance with their terms subject to the Remedies Exceptions and are in full force and effect, (ii) no Transferred Entity nor, to the Knowledge of the Business, any other party to any Transferred Real Property Lease, is in arrears, material breach or material default under such Transferred Real Property Lease, including rent or service charges payments, remuneration or costs reimbursement for copyrights, design, alterations and fit-out works made for the Transferred Real Property Leases, (iii) no event has occurred or circumstance exists that (whether with or without notice, lapse of time or both) would reasonably be expected to result in a material breach or material default, or permit the termination, modification or acceleration of rent thereunder on the part of any Transferred Entity, (i...
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15Real Property. Set forth on Schedule 6.1.15 is a complete and accurate list, as of the Closing Date, of all material real property owned or leased by any Loan Party.
Sample 1

Related to 15Real Property

  • Real Property (a) Section 3.09(a) of the Sellers’ Disclosure Schedule lists the street address, legal description where appropriate and the current owner of each parcel of real property in which any of the Sellers has fee title (or equivalent) interest and which is used in or held for use in the conduct of the Business. Except as described in Section 3.09(a) of the Sellers’ Disclosure Schedule: (i) each Seller listed in Section 3.09(a) of the Sellers’ Disclosure Schedule as the owner of a parcel of Owned Real Property has good and valid title in fee simple to such parcel; (ii) to the extent as are in any of the Sellers’ possession, the Sellers have made available to the Purchaser copies of each deed for each parcel of Owned Real Property; and (iii) all buildings situated on the Owned Real Property form a part of the Owned Real Property and are owned by the Sellers. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Owned Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (b) Section 3.09(b) of the Sellers’ Disclosure Schedule lists the street address and legal description where appropriate of each parcel of real property leased or subleased by any Seller as tenant or subtenant, as the case may be, which is used in or held for use in the conduct of the Business, and the identity of the lessee of each such parcel of Leased Real Property. To the extent as are in any of the Sellers’ possession, the Sellers have delivered to the Purchaser true and complete copies of the leases and subleases in effect at the date hereof (including all amendments thereto and assignments in respect thereof) relating to the Leased Real Property, and there has not been any sublease or assignment entered into by any of the Sellers in respect of the leases and subleases relating to the Leased Real Property. To Sellers’ Knowledge, each lease and sublease in respect of the Leased Real Property is a valid lease or sublease and Sellers have received no written notice of default except as disclosed in Section 3.09(b) of the Sellers’ Disclosure Schedule. To Sellers’ Knowledge, the security deposit required pursuant to each lease and sublease in respect of the Leased Real Property has not been drawn upon by the relevant landlord or sublandlord, as applicable, and no additional monies are required to bring the security deposits into compliance with respect to each such lease or sublease, as applicable. No Seller has received notice of any pending condemnation proceeding or any threatened condemnation that would preclude or impair the use of any Leased Real Property by the Business for the purposes for which it is currently used. No Seller has received notice of the applicable Governmental Authority altering its zoning Laws so as to affect or potentially affect the Leased Real Property. (c) The Owned Real Property and the Leased Real Property constitute all of the real property used in the conduct of the Business. (d) Except as set forth in Section 3.09(d) of the Sellers’ Disclosure Schedule, Sellers have (i) in the case of Owned Real Property, good and valid title to, and (ii) in the case of the Leased Real Property, valid and binding leasehold interests in all of their respective material assets, free and clear of any Liens, except, in each case, for Permitted Encumbrances. (e) Except as set forth in Section 3.09(e) of the Sellers’ Disclosure Schedule, no options or rights of first offer or rights of first refusal or similar rights or options have been granted by any Seller to any Person (other than the Purchaser) that are enforceable despite the continuation of the Bankruptcy Cases to (i) purchase, lease or otherwise acquire any interest in any of the Owned Real Property or leases or subleases relating to the Leased Real Property.

Most Referenced Clauses

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