Certain Properties. Mortgages; Title Reports; Title Insurance; Surveys
Certain Properties. Seller and each Member shall use their reasonable best efforts to (a) maintain the relationships with each of the owners of the properties set forth on Schedule 7.9, and (b) cause such properties to be available to Purchaser for use in the Business after the Closing Date on the same terms provided to Seller and the Business on the Execution Date.
Certain Properties. The Companies own no real estate. Seller has (i) attached a schedule (Schedule 4.9) setting forth all personal property and real estate leased by the Companies and, in the case of real estate, the location of each property, the use of the facility thereon, the name of the owner or the names of the lessor and the lessee, the square footage of improvements and the acreage of land, and (ii) previously provided a copy of each lease by which the Companies acquired its interest in the personal property described in Schedule 4.9, all of which documents are true and complete copies thereof as in effect on the date hereof. No Company has received any written notice from any governmental agency, board, bureau, body, department or authority of any United States or foreign jurisdiction with respect to any of the real estate described in Schedule 4.9. Except as set forth in Schedule 4.9 there is no easement, right-of-way agreement, license, sublease, occupancy agreement, or like instrument with respect to any of the real estate described in Schedule 4.9. Each lease pursuant to which any Company leases any real or personal property is in full force and effect and is valid and enforceable in accordance with its terms. There is not under any such lease any default by any Company; or any event that with notice or lapse of time or both would constitute such a default by any Company; all of such events, if any, are set forth in Schedule 4.9. To the best of Seller’s knowledge, there is not under any such lease any default by any other party thereto or any event that with notice or lapse of time or both would constitute such a default thereunder by any Company, or any other party. Each property used in the business of each Company is reflected in the consolidated balance sheet of each Company as at June 30, 2015 referred to in Section 4.5 in the manner and to the extent required by generally accepted accounting principles.
Certain Properties. Neither the Company nor any Company Subsidiary owns any real estate. Schedule 4.10 sets forth all of the real property leased to the Company or any Company Subsidiary and specifies the location of each property, the use of the facility thereon, the name of the owner or the names of the lessor and the lessee, and the approximate square footage of improvements which are leased, as specified in each lease. The Company and Alleghany have delivered to HTI Acquisition (i) a copy of each lease by which the Company or any Company Subsidiary acquired its interest in the real estate described in Schedule 4.10 and (ii) to the extent in the possession of the Company, any of the Company Subsidiaries or Alleghany, a copy of all certificates of occupancy for the improvements on the real estate described in Schedule 4.10 and a copy of any variance granted with respect to any of such real estate described in Schedule 4.10, all of which documents are true and complete copies thereof as in effect on the date hereof, except as may otherwise be set forth in Schedule 4.10. Neither the Company nor any Company Subsidiary nor Alleghany has received any written notice from any Governmental Authority, with respect to any of the real estate described in Schedule 4.10 alleging a violation of Applicable Law which is the responsibility of the Company or any of the Company Subsidiaries to cure under a lease and which has not been cured. Except as set forth in Schedule 4.10 there is no sublease, occupancy agreement or like instrument to which the Company or any Company Subsidiary is a party with respect to any of the real estate described in Schedule 4.10. Each lease pursuant to which the Company or any Company Subsidiary leases any real property is in full force and effect and, to the Company's knowledge, is valid and enforceable in accordance with its terms. There is not under any such lease any default by the Company or any Company Subsidiary with regard to the payment of rent or any other material default including, without limitation, any default that could be a basis for termination of the lease. To the Company's Knowledge, there is no other default under any such lease by the Company or any Company Subsidiary, nor has there occurred any event that with notice or lapse of time or both would constitute such a default by the Company or any Company Subsidiary. To the Company's Knowledge, there is not under any such lease any default by any other party thereto or any event that with not...
Certain Properties. Notwithstanding anything contained in this Agreement to the contrary, Leviathan Holding and any of its Affiliates shall have the right, at their sole cost, expense and risk, to construct pipeline laterals or extensions or related facilities to connect the Manta Ray System to gas produced from Blocks 871, 914, 915, 916, 958, 959, 1002 and 1003 in the Ewinx Xxxk Area, Gulf of Mexico pursuant to any agreement existing on the Formation Date. Such right shall be absolute and unconditional and shall be free and clear of any obligation to offer the Company or any Member the right to participate therein. 66 72
Certain Properties. (a) EQR hereby acknowledges that five (5) specified assets, as set forth in the Asset Exchange Agreement and Purchase and Sale Agreement attached hereto as Exhibits "B" and "F", respectively (collectively, the "Spinco Assets"), are to be either transferred by Merry Land to Spinco prior to the consummation of the Merger pursuant to the Asset Exchange Agreement or sold to Spinco by ERP Operating Partnership or an Affiliate of ERP Operating Partnership pursuant to the Purchase and Sale Agreement subsequent to the Effective Time. EQR agrees that Merry Land shall have the right to determine which of the one or more five (5) Spinco Assets that will be transferred to Spinco pursuant to the Asset Exchange Agreement and which of the five (5) Spinco Assets that will be sold to Spinco pursuant to the Purchase and Sale Agreement subject to the approval of EQR, which will not be unreasonably withheld; provided, however, that in no event shall the excess of (i) the Agreed Value (as defined in the Purchase and Sale Agreement) of the Spinco Assets sold to Spinco pursuant to the Purchase and Sale Agreement over (ii) the adjusted tax basis of such assets as of the date such assets are sold to Spinco exceed the Gain Limitation (as defined below). Schedule 5.23A of the EQR and Merry Land Disclosure Letters sets forth the current allocation of the Spinco Assets as between those Spinco Assets which will be transferred to Spinco pursuant to the Asset Exchange Agreement and those Spinco Assets which will be sold to Spinco pursuant to the Purchase and Sale Agreement; provided, however, that if the parties hereinafter agree to a different allocation of Spinco Assets pursuant to this Section 5.23, Schedule 5.23A shall be amended to reflect such different allocation.
(b) For purposes of this Section 5.23, the "Gain Limitation" shall mean the amount by which (i) the distributions that EQR is expected to pay to the former holders of Merry Land Shares on the first dividend payment date of EQR following the Closing (determined using the estimated dividend rates set forth on Schedule 5.23B to the EQR and Merry Land Disclosure Letters), exceeds (ii) the "Short Period Merry Land E&P" (as defined below). The parties further acknowledge and agree that in the event the Effective Time occurs on the same date that Merry Land has paid a dividend on the Merry Land Shares, then the Gain Limitation shall be zero. For purposes of this Section 5.23, the "Short Period Merry Land E&P" shall mean (i) the...
Certain Properties. If any or all of the Properties listed on Schedule 5.22 attached hereto are not subject to a sale contract, binding letter of intent (or similar agreement) or have not been sold by the U.S. Borrower or Subsidiary Guarantors to a bona fide third party purchaser by December 31, 2008, upon the request of the Administrative Agent, the U.S. Borrower will, and at the option of the Administrative Agent, the U.S. Borrower will cause the Subsidiary Guarantors to, take such actions and execute such documents as the Collateral Agent shall require, including satisfaction of the conditions set forth in Sections 4.01(f), 4.01(t) and 4.01(v), to create a new Mortgage for any or all of such Properties with a fair market value in excess of $5.0 million as determined in good faith by the U.S. Borrower (unless, with respect to such Property or Properties, the Administrative Agent determines, in its reasonable discretion and taking into consideration the U.S. Borrower’s representation that it still is using good faith efforts to sell such Property, that the fees and expenses of obtaining a Mortgage with respect to such Real Property and the other related deliveries required herein would be disproportionate to the expected benefits to the Secured Parties of the security to be afforded thereby).
Certain Properties. SCHEDULE 5.9 sets forth all real estate leased to the Company (collectively the "Real Properties") and all personal property leased to the Company and specifies, in the case of real estate, the location of each property, the use of the facility thereon, the name of the owner or the names of the lessor and the lessee, the square footage of improvements and the acreage of land. Seller has delivered to Buyer (i) a copy of the lease by which the Company acquired its interest in the real estate described in SCHEDULE 5.9; (ii) a copy of all title abstracts and title insurance policies the Company has for the real estate described in SCHEDULE 5.9; (iii) a copy of the most recent survey or surveys the Company has for the real estate described in SCHEDULE 5.9; (iv) a copy of all certificates of occupancy for the improvements on the real estate described in SCHEDULE 5.9 and a copy of any variance granted with respect to any of such real estate described in SCHEDULE 5.9 pursuant to applicable zoning laws or ordinances; and (v) a copy of each lease by which the Company acquired its interest in the personal property described in SCHEDULE 5.9, all of which documents are true and complete copies thereof as in effect on the date hereof. The Company has not received any written notice from any governmental agency, board, bureau, body, department or authority of any United States or foreign jurisdiction, with respect to the ownership or use of any of the real estate described in SCHEDULE 5.9. Except as set forth in SCHEDULE 5.9, there is no easement, right-of-way agreement, license, sublease, occupancy agreement or like instrument with respect to any of the real estate described in SCHEDULE 5.9. Each lease pursuant to which the Company leases any real or personal property is in full force and effect and is valid and enforceable in accordance with its terms. There is not under any such lease any default by the Company, or any event that with notice or lapse of time or both would constitute such a default by the Company and with respect to which the Company has not taken adequate steps to prevent such default from occurring, all of such events, it any, and the aforesaid steps taken by the Company are set forth in SCHEDULE 5.9 and to the best of Seller's knowledge, there is not under any such lease any default or any event that with notice or lapse of time or both would constitute such a default thereunder, by any other party. Each property used in the business of the Company ...
Certain Properties. 13 4.11 Taxes............................................................. 13 4.12 Contracts......................................................... 15 4.13 Litigation........................................................ 16 4.14
Certain Properties. The Company does not own any real estate. Schedule 4.12(c) sets forth all real estate leased to the Company (the “Leased Properties”) and all personal property leased to the Company and specifies, in the case of real estate, the location of each property, the use of the facility thereon, the name of the owner or the names of the lessor and the lessee, the square footage of improvements and the acreage of land. Sellers has delivered to Buyer (i) a copy of each lease by which the Company acquired its interest in the personal property or real estate described in Schedule 4.12(c), (ii) a copy of all certificates of occupancy for the improvements on the real estate described in Schedule 4.12(c) and a copy of any variance granted with respect to any of such real estate described in Schedule 4.12(c) pursuant to applicable zoning laws or ordinances, all of which documents are true and complete copies thereof as in effect on the date hereof. The Company has not received any notice from any governmental agency with respect to the use of any of the property described in Schedule 4.12(c). There is not under any such lease any default by the Company. Each property used in the business of the Company is reflected in the Latest Financial Statements.
