Common use of Company Leases Clause in Contracts

Company Leases. Schedule 3.18.2 lists all of the Company Leases. Complete copies of the Company Leases, and all material amendments thereto (which are identified on Schedule 3.18.2) have been made available by the Company to Buyer. The Company Leases grant leasehold estates free and clear of all Encumbrances (except Permitted Encumbrances or those Encumbrances that would not materially impair such leasehold estates) granted by or caused by the actions of the Company. The Company Leases are in full force and effect and are binding and enforceable against each of the parties thereto in accordance with their respective terms and conditions. Neither the Company nor, to the Company’s Knowledge and Sellers’ Knowledge, any other Person to a Company Lease, has committed a material breach or default under any Company Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default. Schedule 3.18.2 identifies each Company Lease the provisions of which would be materially and adversely affected by the Transactions and each Company Lease that requires the consent of any third Person in connection with the Transactions. Except with respect to the LAN Room fire suppression system upgrade described on Schedule 3.19.1(o), no material construction, alteration or other leasehold improvement work with respect to the real property covered by any of the Company Leases remains to be paid for or to be performed by the Company. Except as set forth on Schedule 3.18.2, no Company Leases have an unexpired term which, including any renewal or extensions of such term provided for in the Company Lease, could exceed 365 days.

Appears in 1 contract

Samples: Share Purchase Agreement (ICF International, Inc.)

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Company Leases. Schedule 3.18.2 3.16 hereto lists all of the Company Leases. Complete copies of the Company Leases, and all material amendments thereto (which are identified on Schedule 3.18.2) 3.16), have been made available by the Company to BuyerParent. The Company Leases grant leasehold estates free and clear of all Encumbrances (except Permitted Encumbrances or those Encumbrances that would not materially impair such leasehold estates) granted by or caused by the actions of the Company. The To the knowledge of the Company, the Company Leases are in full force and effect and are binding and enforceable against each of the parties thereto in accordance with their respective terms and conditionsterms. Neither Except as set forth on Schedule 3.16, neither the Company nor, to the knowledge of the Company’s Knowledge and Sellers’ Knowledge, any other Person party to a Company Lease, has committed a material breach or default under any Company Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default, nor are there any facts or circumstances that would reasonably indicate that the Company is likely to be in material breach or default thereunder. Schedule 3.18.2 3.16 correctly identifies each Company Lease the provisions of which would be materially and adversely affected by the Transactions transactions contemplated hereby and each Company Lease that requires the consent of any third Person party in connection with the Transactionstransactions contemplated hereby. Except with respect to the LAN Room fire suppression system upgrade described on Schedule 3.19.1(o), no No material construction, alteration or other leasehold improvement work with respect to the real property covered by any of the Company Leases remains to be paid for or to be performed by the Company. Except as set forth on Schedule 3.18.2, no No Company Leases have an unexpired term which, which including any renewal or extensions of such term provided for in the Company Lease, Lease could exceed 365 daysfifty years.

Appears in 1 contract

Samples: Merger Agreement (Caci International Inc /De/)

Company Leases. Schedule 3.18.2 lists all Section 3.16 of the Company Disclosure Schedule lists each real property lease under which the Company or any of its Subsidiaries is the lessee or lessor (the "Company Leases"). Complete copies of the Company Leases, and all material amendments thereto (which are identified on Schedule 3.18.2) the Company Disclosure Schedule), have previously been made available delivered by the Company to BuyerParent. The Company Leases grant leasehold estates free and clear of all Encumbrances (except Permitted Encumbrances or those Encumbrances that would not materially impair such leasehold estates) granted by or caused by the actions each Subsidiary of the Company, as applicable, are the owners and holders of the leasehold estates purported to be granted to them by the leases listed in Section 3.16 of the Company Disclosure Schedule. The Company Leases are in full force and effect and and, to the knowledge of the Company, are binding and enforceable against each of the parties thereto in accordance with their respective terms and conditionsterms, subject to the Equitable Qualifications; except as set forth on Schedule 3.16 of the Company Disclosure Schedule, none of the Company Leases has been amended since the date of delivery of a copy thereof to Parent. Neither the Company nor, to the knowledge of the Company’s Knowledge and Sellers’ Knowledge, any other Person party to a Company Lease, has committed a material breach or default under any Company Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default, nor are there any facts or circumstances that would reasonably indicate that the Company is likely to be in material breach or default thereunder. Section 3.16 of the Company Disclosure Schedule 3.18.2 identifies each Company Lease the provisions of which would be materially and adversely affected by the Transactions and each Company Lease that requires the consent of any third Person party in connection with the Transactionstransactions contemplated hereby and all such consents have been obtained. Except with respect to the LAN Room fire suppression system upgrade described on Schedule 3.19.1(o), no No material construction, alteration or other leasehold improvement work with respect to the real property covered by any of the Company Leases remains to be paid for or to be performed by the Company. Except as set forth on Schedule 3.18.2, no Company Leases have an unexpired term which, including any renewal or extensions of such term provided for in the Company Lease, could exceed 365 days.

Appears in 1 contract

Samples: Merger Agreement (Mro Software Inc)

Company Leases. Schedule 3.18.2 3.16 hereto lists all of the Company Leases. Complete copies of the Company Leases, and all material amendments thereto (which are identified on Schedule 3.18.2) 3.16), have been made available by the Company to BuyerParent. The Company Leases grant leasehold estates free and clear of all Encumbrances (except Permitted Encumbrances or those Encumbrances that would not materially impair such leasehold estatesEncumbrances) granted by or caused by the actions of the Company. The Company Leases are in full force and effect and are binding and enforceable against each of the parties thereto in accordance with their respective terms and conditionsterms. Neither Except as set forth on Schedule 3.16, neither the Company nor, to the knowledge of the Company’s Knowledge and Sellers’ Knowledge, any other Person party to a Company Lease, has committed a material breach or default under any Company Lease, nor has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default, nor, to the knowledge of the Company, are there any facts or circumstances that would reasonably indicate that the Company is likely to be in material breach or default thereunder. Schedule 3.18.2 3.16 correctly identifies each Company Lease the provisions of which would be materially and adversely affected by the Transactions transactions contemplated hereby and each Company Lease that requires the consent of any third Person party in connection with the Transactionstransactions contemplated hereby. Except with respect to the LAN Room fire suppression system upgrade described on Schedule 3.19.1(o), no No material construction, alteration or other leasehold improvement work with respect to the real property covered by any of the Company Leases remains to be paid for or to be performed by the Company. Except as set forth on Schedule 3.18.23.16, no Company Leases have an unexpired term which, which including any renewal or extensions of such term provided for in the Company Lease, Lease could exceed 365 daysten years.

Appears in 1 contract

Samples: Stock Purchase Agreement (Caci International Inc /De/)

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Company Leases. Schedule 3.18.2 3.16 hereto lists all of the Company Leases. Complete copies of the Company Leases, and all material amendments thereto (which are identified on Schedule 3.18.2) 3.16), have been made available by the Company to BuyerParent. The Company Leases grant leasehold estates free and clear of all Encumbrances (except Permitted Encumbrances or those Encumbrances that would not materially impair such leasehold estatesEncumbrances) granted by or caused by the actions of the Company. The Company Leases are in full force and effect and are binding and enforceable against the Company, and to the Knowledge of the Company, each of the other parties thereto in accordance with their respective terms subject to (a) bankruptcy, insolvency, reorganization, fraudulent conveyance, moratorium and conditionsother laws of general application affecting the rights and remedies of creditors and (b) general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). Neither Except as set forth on Schedule 3.16, neither the Company nor, to the Knowledge of the Company’s Knowledge and Sellers’ Knowledge, any other Person party to a Company Lease, has committed a material breach or default under any Company Lease, nor nor, to the Knowledge of the Company, has there occurred any event that with the passage of time or the giving of notice or both would constitute such a breach or default. Schedule 3.18.2 3.16 correctly identifies each Company Lease the provisions of which would be materially and adversely affected by the Transactions and each Company Lease that requires the consent of any third Person party in connection with the Transactionstransactions contemplated hereby. Except with respect to the LAN Room fire suppression system upgrade described on Schedule 3.19.1(o), no No material construction, alteration or other leasehold improvement work with respect to the real property covered by any of the Company Leases remains to be paid for or to be performed by the Company. Except as set forth on Schedule 3.18.23.16, no Company Leases have an unexpired term which, which including any mandatory renewal or extensions of such term provided for in the Company Lease, Lease could exceed 365 daysten years.

Appears in 1 contract

Samples: Merger Agreement (Caci International Inc /De/)

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