Acquired Real Property. If any Loan Party acquires, owns or holds an interest in any fee-owned Real Property, the Borrower Agent will promptly (and in any event, within ten (10) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question. Upon the written request of the Administrative Agent, the Loan Party will, or will cause such Subsidiary to, within sixty (60) days after such written request (or such longer period as the Administrative Agent may reasonably agree), deliver to the Administrative Agent, in each case in form and substance reasonably satisfactory to the Administrative Agent, Mortgages and Mortgage Related Documents with respect to each fee-owned Real Property of any Loan Party or any Subsidiary.
Acquired Real Property. In the event any Grantor hereafter acquires any interest in any real property, such Grantor shall promptly: (
a) provide the Collateral Agent with a description of the location of the applicable real property; (b) provide the Collateral Agent with a legal description of such real property sufficient to enable the Collateral Agent to record the financing statements in the appropriate real property records and the name of the record owner of the real estate if other than the Grantor and real estate descriptions; and (c) pay to the Collateral Agent the related filing fee and any recording or stamp taxes due in connection with such filings.
Acquired Real Property. Sellers and Covenantors represent and warrant as follows:
(a) Schedule 1.1(a) contains a description of all real property owned or controlled by Sellers and Covenantors and used in the management or operation of the Purchased Assets;
(b) On or before Closing, Sellers will have good, valid, marketable, indefeasible, fee simple title to all of the Purchased Assets including, without limitation, the Acquired Real Property;
(c) Sellers have access to public roads or valid perpetual easements over private streets or private property for ingress to and egress from the Acquired Real Property;
(d) Except as reflected on the Surveys, none of the structures or improvements on the Acquired Real Property encroaches upon real property of another person, and no structure or improvement of any other person substantially encroaches upon any of the Acquired Real Property, except for such encroachments that would not have, individually or in the aggregate, a material adverse effect on the value or present use of the Acquired Real Property;
(e) The Acquired Real Property is not subject to any Liens, other than Liens for current taxes not yet due, Liens to be discharged at Closing, and rights of way, easements and other restrictions of record that do not have a Material Adverse Effect and are reflected on the Exception Documents;
(f) Sellers and Covenantors have received no notice of actual or threatened special assessments or reassessments of the Acquired Real Property.
(g) Except as necessary to acquire good, valid and marketable title prior to the Closing Date, Sellers and Covenantors have not entered into any other contracts for the sale of the Purchased Assets, nor are there any contracts for sale, rights of first refusal, rights of first offer or options to purchase the Purchased Assets, or any other rights of others that might prevent the consummation of the transactions contemplated by this Agreement.
(h) Sellers and Covenantors are not in default concerning any of their obligations or liabilities regarding the Purchased Assets.
(i) No Seller is a “foreign person”, “foreign partnership”, “foreign trust” or “foreign estate” as those terms are defined in Section 1445 of the Code.
(j) There are no claims, actions, suits, proceedings or investigations pending or, to the knowledge of any Seller or Covenantor, threatened by any governmental department or agency, or any corporation, partnership, entity or person, which in any manner or to any extent may affect: (i) the Acqui...
Acquired Real Property. (a) Part A of Schedule 2.13(a) sets forth a true, correct and complete list and legal descriptions of all Real Property owned (beneficially or of record) by any of the Companies in the conduct of the Business, and Part B of Schedule 2.13(a) sets forth a true, correct and complete list of all Real Property leased by any of the Companies in the conduct of the Business, and in each case identifies the street address thereof.
(b) Except in such cases as would not in the aggregate have a Material Adverse Effect, all structures and other improvements on such properties are within the lot lines and do not encroach on the properties of any other Person (and improvements on adjacent Real Property do not encroach on any of the Real Property constituting any part of the Acquired Assets), and the use, construction and operation of all Real Property constituting any part of the Acquired Assets or otherwise owned or leased by the Companies in the conduct of the Business conform to all applicable building, zoning, safety, environmental and other Laws, permits, licenses and certificates and all restrictions and conditions affecting title. (c) Other than as set forth on of Schedule 2.13(c), there are no leases, subleases, options or other agreements, written or oral, granting to any Person (other than the Companies) the right to purchase, use or occupy the Acquired Real Property or any portion thereof. None of Parent, the Companies and any of their respective Affiliates has received any written or oral notice or order by any Governmental Entity, any insurance company which has issued a policy with respect to any of such properties or any board of fire underwriters or other body exercising similar functions which (i) relates to violations of building, safety, fire or other ordinances or regulations, (ii) claims any defect or deficiency with respect to any of such properties or (iii) requests the performance of any repairs, alterations or other work to or in any of such properties or in the streets bounding the same, except such as would not individually or in the aggregate have a Material Adverse Effect. Parent and Sellers have made available to Buyer true, correct and complete copies of all leases and financing documents affecting all or any portion of the Acquired Real Property.
Acquired Real Property. The Company shall deliver to each Purchaser so long as such Purchaser or Purchaser's nominee shall hold any Note, and to each other registered holder of a Note, upon request of a Purchaser or any other registered holder of a Note, but in any event not less than ninety (90) days after the end of each Fiscal Year of the Company, a list and description of all real property purchased or newly leased by the Company during the period specified in such request or the past Fiscal Year, as applicable, that is to be used for any new processing plant, hatchery or feed mill in which an existing processing plant, hatchery or feed mill on any Mortgaged Property is to be shut down or operations are to be substantially decreased ("Acquired Property"), and, unless otherwise specified in this Agreement or by the registered holder or registered holders (other than the Company or any Affiliate) of the Notes, the Company shall execute and deliver a deed of trust or mortgage and assignment of leases and rents, substantially in form and substance satisfactory to Purchasers, (with any changes to such form of mortgage as appropriate in the applicable jurisdiction and as requested by a Purchaser or Purchaser's nominee or any registered holder of a Note other than the Company or any of the Company's Affiliates), to Purchasers or a mortgage trustee, for the benefit of Purchasers so long as a Purchaser or a Purchaser's nominee shall hold any Note, and to each other registered holder of a Note or a mortgage trustee, for the benefit of each such other holder, granting a first Lien of record on and a first security interest in the Acquired Property, subject only to existing Liens, the Permitted Exceptions, and any purchase money Liens incurred by the Company in connection with the acquisition of any Acquired Property, and the Acquired Property shall thereafter be part of the Mortgaged Properties. The Company shall permit each Purchaser so long as such Purchaser or Purchaser's nominee shall hold any Note, and each other registered holder of a Note, the right to inspect any Acquired Property and to conduct such other investigation and due diligence with respect to any Acquired Property that such Purchaser or such other registered holder deems necessary, and to the extent the proposed acquisition is in excess of $3,000,000, the Company shall pay all reasonable costs of Purchasers or such other registered holder in inspecting any Acquired Property and conducting such investigation, including...
Acquired Real Property. If, after the Closing Date, any Loan Party acquires, owns or holds an interest in any fee-owned Real Property not constituting Excluded Real Property, the Company will promptly (and in any event within ten (10) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question. Promptly upon the Administrative Agent’s request (but not in contravention of the Intercreditor Agreement), each Loan Party with an interest in such fee-owned Real Property shall deliver applicable Mortgages and Mortgage Related Documents for such fee owned Real Property in favor of the Administrative Agent, which shall be in form and substance reasonably acceptable to Administrative Agent.
Acquired Real Property. Supreme has good and valid title to or a valid leasehold interest in, the Acquired Real Property. Each such lease agreement is in full force and effect, and Supreme is not alleged to be in, breach or default under any Acquired Real Property lease agreement, and there is no event that, but for the passage of time or the giving of notice or both, would constitute or result in any such breach or default. Seller Parties have made available to Buyer prior to the date hereof true, complete and correct copies of any and all Acquired Real Property lease agreements. All such Acquired Real Property (including leasehold interests) are free and clear of Liens other than Permitted Liens.
Acquired Real Property. If any Loan Party acquires any Real Property on or after the Closing Date, such Loan Party shall promptly notify the Administrative Agent thereof. With respect to all Real Property acquired on or after the Closing Date, but solely upon written request from the Administrative Agent in its discretion, the Loan Parties shall be required to provide, within 90 days of any such request (or such longer period as Administrative Agent may in its discretion agree) a Mortgage and all Mortgage Related Documents, including all Flood Documentation, with respect to such Real Property. For avoidance of doubt, the Administrative Agent shall not be required to accept a Lien or Mortgage on any Real Property (whether existing or acquired on or after the Closing Date) if, in its discretion, it chooses not to accept such Lien or Mortgage for any reason, including, without limitation, the failure to receive the Flood Documentation with respect thereto.
Acquired Real Property. If, after the Closing Date, any Loan Party acquires, owns or holds an interest in any fee-owned Real Property not constituting Excluded Real Property, the Company will promptly (and in any event within ten (10) days of the acquisition thereof (or such longer period as the Administrative Agent may agree)) notify the Administrative Agent in writing of such event, identifying the property or interests in question. Promptly upon the Administrative Agent’s request (but not in contravention of any Intercreditor Agreement with any holders of Permitted Replacement Term Debt, unless otherwise agreed to by such holders of Permitted Replacement Term Debt), each Loan Party with an interest in such fee-owned Real Property shall deliver applicable Mortgages and Mortgage Related Documents for such fee owned Real Property in favor of the Administrative Agent, which shall be in form and substance reasonably acceptable to Administrative Agent.
Acquired Real Property. (a) Part A of Schedule 2.13(a) sets forth a true, correct and complete list and legal descriptions of all Real Property owned (beneficially or of record) by either of the Sellers in the conduct of the Business, and Part B of Schedule 2.13(a) sets forth a true, correct and complete list of all Real Property leased by either of the Sellers in the conduct of the Business, and in each case identifies the street address thereof.
(b) Except in such cases as would not in the aggregate have a Material Adverse Effect, all structures and other improvements on such properties are within the lot lines and do not encroach on the properties of any other Person (and improvements on adjacent Real Property do not encroach on any of the Real Property constituting any part of the Purchased Assets), and the use, construction and operation of all Real Property constituting any part of the Purchased Assets or otherwise owned or leased by the Sellers in the conduct of the Business
