FREEHOLD AND LEASEHOLD PROPERTY Sample Clauses

FREEHOLD AND LEASEHOLD PROPERTY. (1) THE PROPERTIES -------------- 100 The Properties comprise all of the premises and land now owned or occupied by or at any time used in connection with the businesses of the Company. (2) TITLE ----- In relation to each Property which is situated in the U.K.:- (a) the Company or the Subsidiary named in the Fifth Schedule as owner of the Property is the legal owner of and beneficially entitled to the whole of the proceeds of sale of and has a good title to the whole of the Property; (b) if the title to the Property is registered then the Company is registered with Absolute Title and if not so registered then the title of the Company commences with the lease of the relevant Property to the Company and the Company has in its possession all original documents and other documents and papers relating to the Company's title to the Property; (c) there are no mortgages, charges or debentures, rent charges, liens, annuities or other unusual outgoings, or trusts affecting the Property or the proceeds of sale of it; (d) save as contained or referred to in the lease of the relevant Property, the Property is not subject to any adverse estate, right, interest, covenant, restriction, stipulation, easement, option, right of pre-emption, wayleave, profit a prendre, licence or other right or informal arrangement in favour of any third party nor is there any agreement or commitment to create any of the foregoing and where the Property is subject to any such arrangement the Company has not received notice of any breach of it and is not aware of any material breach likely to cause such a notice to be received; (e) the Property has access and egress over Norwich Avenue West which is adopted by the appropriate highway authority and are maintainable at the public expense. The Property drains into a public sewer and is served by water and electricity utilities. Either the conducting media serving the Property connect directly to the mains without passing through land in the occupation or ownership of a third party or, if they do not, the rights necessary for the enjoyment and present use of the Property are enjoyed on 101 terms which are set out in the lease relating to the relevant Property; (f) where the title of the Property or any part of it is unregistered but situated in an area of compulsory registration no event has occurred in consequence of which registration of the Company's title to the relevant Property should have been effected; and (g) there are no material outstan...
Sample 1
FREEHOLD AND LEASEHOLD PROPERTY. 10.1 The particulars of the Properties set out in Schedule 6 are true, complete and accurate in all material respects. 10.2 The Properties are the only freehold and leasehold offices, depots and warehouses and other properties (other than advertising sites and/or phone box locations) owned, used or occupied by any Group Company. 10.3 So far as the Seller is aware, the Properties are not subject to anything that would or could reasonably be expected to adversely affect the existing use of the Properties or the relevant Group Company’s ability to continue to carry on its existing business from the Property in the same manner as at the present. 10.4 No Group Company has liabilities (actual or contingent) in relation to any freehold or leasehold offices, depots and warehouses and other properties (other than advertising sites and/or phone box locations) that were previously owned, used or occupied by any Group Company but are no longer occupied at the date of this Agreement except any arising in the documents of title to the Properties. 10.5 The Group Companies have a good and marketable title to the freehold Properties. 10.6 No Group Company has entered into any agreement to dispose (in whole or in part) of any Property or any interest in it. 10.7 Where the interest of the Group Companies in any Property is a freehold interest, the relevant Property is free from any mortgage or charge, security interest, option, right of pre-emption, material licence, rent charge, overriding interest (as defined in the Land Registration Act 2002 with respect to Properties located in the United Kingdom), or lien or other similar interest (including any arising by statute). 10.8 The Group Companies actively use and occupy each of the Properties, none of which are vacant. 10.9 Where the interest of the Group Companies in any Property is a leasehold interest, the requisite details have been completed in Part B of Schedule 6 and in relation to each lease under which the Properties are held, so far as the Seller is aware: 10.9.1 the rents and other monies due and payable under it have been paid; and 10.9.2 no Group Company has received any written subsisting notice alleging a material breach on the part of the tenant of any covenants, conditions and agreements contained in the relevant leases; and 10.9.3 the lease is not subject to any material licences, collateral assurances, undertakings, side agreements or concessions. 10.10 Where the interest of the Group Companies in any Prope...
Sample 1
FREEHOLD AND LEASEHOLD PROPERTY. The Company does not hold any leasehold property nor freehold property and the only property related rights and obligations are those set out in Schedule 5 in relation to a lease for serviced offices that can be terminated at no cost to the Company, subject to service of one month’s notice.
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FREEHOLD AND LEASEHOLD PROPERTY. 12.1 The UK Properties
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FREEHOLD AND LEASEHOLD PROPERTY 
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Related to FREEHOLD AND LEASEHOLD PROPERTY

  • Real Property; Leasehold (a) No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to, or bound by, any Contract to purchase or sell any real property. (b) Part 3.8(b) of the Disclosure Schedule sets forth a list of each lease, sublease or other Contract pursuant to which any of the Acquired Corporations leases real property from any other Person (such leases, subleases or other Contracts required to be listed thereon, the “Company Leases”). (All real property leased to the Acquired Corporations, including all buildings, structures, fixtures and other improvements leased to the Acquired Corporations, is referred to as the “Leased Real Property”). The present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and Environmental Laws and other Legal Requirements. There is no Legal Proceeding pending, or, to the knowledge of the Company, threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present ownership, use or operation of any Leased Real Property. To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present ownership, use or operation of any Leased Real Property. There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Leased Real Property to any Person other than the Acquired Corporations, and there is no Person in possession of any of the Leased Real Property other than the Acquired Corporations. Each of the Acquired Corporations has complied in all material respects with the terms of all Company Leases relating to the Leased Real Property, and all such Company Leases are in full force and effect in all material respects. To the knowledge of the Company, the Leased Real Property is in good operating condition and repair. The Company has Made Available to Parent true, correct and complete copies of all Company Leases. No Acquired Corporation is party to any Contract or, to the knowledge of the Company, subject to any claim that may require the payment of any real estate brokerage commissions, and no commission is owed with respect to any of the Leased Real Property. The Leased Real Property constitutes all real property used in or necessary to conduct the business of each Acquired Corporation as currently being conducted.

  • Property and Leases (a) The Company or one of the Company Subsidiaries owns, and has good, valid and marketable title to, each of the tangible assets reflected as owned by the Company or the Company Subsidiaries on the 2013 Balance Sheet (except for tangible assets sold or disposed of since that date in the ordinary course of business and sales after the date of the 2013 Balance Sheet of assets no longer required for the conduct of the Business as presently conducted) in all material respects, free of any Liens; provided, that no representation is made under this Section 4.13 with respect to Intellectual Property Rights. The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. All of the machinery, equipment and other tangible personal property and assets owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to conduct their respective businesses as currently conducted, with only such exceptions as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. (b) Neither the Company nor any Company Subsidiary owns any real property. (c) Section 4.13(c) of the Disclosure Schedule sets forth a complete and accurate list of all leases, subleases or licenses (“Company Leases”) of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party, including the location of the premises leased, subleased or licensed pursuant to such Company Leases. All such Company Leases, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such Company Leases by the Company or any Company Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Company Subsidiary, except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. Except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Merger and as, individually or in the aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (or of which any landlord or sublandlord could require removal) at the termination of the applicable lease term. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Company Leased Real Property or any portion thereof or interest therein, and to the knowledge of the Company, no such proceedings are threatened or proposed. To the knowledge of the Company, the Company Leased Real Property is not subject to any special assessment nor zoning or other land-use regulation proceeding, nor any change in any Law or Permit that would reasonably be expected to prevent or materially delay beyond the Outside Date the consummation of the Merger or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the date of this Agreement with respect to the Company Leased Real Property. Except as set forth in Section 4.13(c) of the Disclosure Schedule, neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of the Company Leased Real Property. Neither the Company nor any Company Subsidiary has collaterally assigned or granted any other Lien in the Company Leased Real Property.

  • Real Property (a) Section 2.15(a) of the Disclosure Schedule contains a true and correct list of (i) each parcel of real property owned (the "Owned Real Property") by the Company or any Subsidiary, (ii) each parcel of real property leased by the Company or any Subsidiary (as lessor or lessee) (the "Leased Real Property") and (iii) all Liens (other than Permitted Liens) relating to or affecting any parcel of real property referred to in clauses (i) and (ii). (b) Each of the Company and the Subsidiaries has good and marketable title to the Owned Real Property, free and clear of all Liens, other than as specifically referred to in the Audited Financial Statements or in Section 2.15(b) of the Disclosure Schedule. (c) Subject to the terms of their respective leases, the Company or a Subsidiary has a valid and subsisting leasehold estate in and the right to quiet enjoyment of the Leased Real Properties for the full term of the lease thereof. Each lease referred to in clause (ii) of paragraph (a) above is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or a Subsidiary and of each other Person that is a party thereto, and except as set forth in Section 2.15(c) of the Disclosure Schedule, there is no, and neither the Company nor any Subsidiary has received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder. Neither the Company nor any Subsidiary owes brokerage commissions or finders fees with respect to any such Leased Real Property, except to the extent that the Company or any Subsidiary may renew the term of any such lease, in which case, any such commissions and fees would be in amounts that are reasonable and customary for the spaces so leased, given their intended use and terms. (d) Except as disclosed in Section 2.15(d) of the Disclosure Schedule, the improvements on the Owned Real Property and the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the knowledge of the Company and the Subsidiaries, there are no condemnation or appropriation proceedings pending or threatened against any of such real property or the improvements thereon. (e) Neither the Company nor any of its Subsidiaries has any knowledge, nor has the Company or any of its Subsidiaries received any notice, of any claim, action or proceeding, actual or threatened, against the Company, any of its Subsidiaries, or the Owned Real Property or the Leased Real Property by any Person which would materially affect the future use, occupancy or value of the Owned Real Property or the Leased Real Property or any part thereof.

  • Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

  • Ground Lease Reserved.

  • Real Property Leases (a) The Seller does not own any real property. (b) The leases, licenses and subleases listed on Schedule 3.8(b) (collectively, the “Leases”) constitute all of the current leases, licenses or subleases for the use or occupancy of real property by or from the Seller (the “Seller Leased Real Property”). (c) With respect to each such Lease: (i) the Seller is not in breach or in default in any material respect thereof, and to the Knowledge of the Seller, no other Person that is a party to any such Lease is in breach or default in any material respect thereunder; (ii) each of the Leases constitutes the legal and binding obligations of the Seller, and to the Knowledge of the Seller, any other Person that is a party thereto in accordance with its terms; (iii) the Seller has not assigned, transferred, conveyed, mortgaged, deeded in trust or caused any Lien or Encumbrance (other than any Permitted Encumbrance) to exist with respect to any interest of the Seller in such Lease; (iv) the Seller has not received notice of any non-compliance with current zoning or land use Laws or of any pending condemnation or similar proceeding affecting such Seller Leased Real Property or any portion thereof, and, to the Knowledge of the Seller, no such action is presently threatened; (v) the Seller is entitled to the right of quiet enjoyment of each parcel of Seller Leased Real Property and is in peaceful and undisturbed possession of the Seller Leased Real Property, and the Seller has not received notice of any uncured violation of any contractual or legal restrictions that preclude or restrict the ability to use the Seller Leased Real Property for the purposes for which it is currently being used; (vi) the Seller Leased Real Property and any buildings, structures, improvements and fixtures thereon constitute the only real property, improvements and fixtures used by the Seller and are adequate for the conduct of the Business as it currently is conducted; (vii) the Seller has delivered to Buyer true, correct and complete copies of all of the Leases, including all amendments, modifications and changes thereto, and any assignments thereof; and (viii) the Seller has not granted any license, lease or sublease to use or occupy the Seller Leased Real Property.

  • Owned Real Property The Company does not own any real property.