Freehold Properties. Each Group Company specified in the second column of part 1 of Schedule 4 as the registered proprietor of a Freehold Property:
(a) is the sole legal and beneficial owner of that Freehold Property and has in its possession or control all documents of title to that Freehold Property; and
(b) has not sold, agreed to sell, granted any option to sell, lease or sublease or agreed to lease or sublease that Freehold Property (or any part of it).
Freehold Properties. (a) The Freehold Properties are the only properties owned by the Group Companies other than the Freehold Office Properties.
(b) A Group Company is the sole legal and beneficial owner of each of the Freehold Properties.
(c) A Group Company is in exclusive occupation of each of the Freehold Properties free from all Encumbrances (other than Permitted Encumbrances), except where the Group Company has licenced, leased or otherwise parted with possession of the whole or any part of any Freehold Properties on arm’s length terms.
Freehold Properties. (i) There are no leases, licenses, agreements to lease or other tenancy agreements with respect to the Freehold Properties which are currently in effect and Marathon has not (nor has the registered owner of any Freehold Property if not registered in Marathon’s name) granted any mineral rights or claims or any surface rights to any Person in respect of any of the Freehold Properties;
(ii) Marathon is not aware of any pending or threatened expropriation proceedings relating to any part of any of the Freehold Properties;
(iii) to the best of Marathon’s knowledge and belief, none of the Freehold Properties have ever been used as a waste disposal site;
(iv) to the best of Marathon’s knowledge and belief all accounts for work and services performed or materials placed or furnished upon or in respect of the construction on the Freehold Properties will have been fully paid at the Effective Date and to the best of Marathon’s knowledge and belief no one is entitled to claim a lien under the Construction Lien Act (Ontario) for work performed on any of the Freehold Properties; and
(v) to the best of the knowledge and belief of Marathon, no written notice has been received which, remains outstanding from any governmental or quasi-governmental authority advising of any defects in the construction of any building or any installations or relating to any deficiency or non-compliance with any building restriction, zoning by-laws, fire codes, environmental protection legislation, or other regulation nor is Marathon aware of any such deficiency or noncompliance.
Freehold Properties. Address Company Owning Security Interest ---------------------------- ----------------------------- --------------------------------- ---------------------------- ----------------------------- --------------------------------- St. Catherines Tamaris Care Properties Charge to Barclays Bank Plc Limited ---------------------------- ----------------------------- --------------------------------- ---------------------------- ----------------------------- --------------------------------- Xxxxx House Xxxxx House Limited Charge to Barclays Bank Plc ---------------------------- ----------------------------- --------------------------------- SCHEDULE 3: COMPLETION ARRANGEMENTS
1. Seller's obligations On Completion, the Seller shall:-
(A) deliver or procure the delivery to the Purchaser of :-
(1) duly executed transfers of the Sale Shares by the registered holders thereof in favour of the Purchaser or its nominee(s) together with the related share certificates;
(2) such waivers or consents as the Purchaser may require to enable the Purchaser or its nominee(s) to be registered as holder(s) of the Sale Shares; and
(3) the Deeds of Release;
(B) procure that each of the directors and secretary of each of the Companies shall (unless otherwise specified by the Purchaser) retire from all their respective offices and execute and deliver to the Purchaser a deed (in the Agreed Form) made out in favour of the relevant Company acknowledging that following such loss of office such director or secretary has no claim outstanding for compensation, indemnity or otherwise and without any payment under the Employment Protection (Consolidation) Act 1978 (as amended);
(C) deliver to the Purchaser as agent for the Companies:-
(1) all statutory and other books (duly written up to Completion) of each of the Companies and their Certificate of Incorporation, and common seal;
(2) the original leases (and all other title deeds) to each of the Properties in the possession and/or which are available to the Purchaser (or where these are not available, an undertaking from the holder that (subject only to any such Encumbrances as are referred to in Clause 5.1) he/it is holding the same to the unconditional order of the relevant Company free from all liens and/or other Encumbrances); and
(3) a deed duly executed by the Seller and each other member of the Seller's Retained Group in the Agreed Form confirming that with effect from Completion there is no indebtedness or other obligations or liabilities...
Freehold Properties. DESCRIPTION OF THE PROPERTY -------------------------- ----------------------- ----------------------- OWNER -------------------------- ----------------------- ----------------------- REGISTERED/UNREGISTERED (AND TITLE NUMBER) -------------------------- ----------------------- ----------------------- OCCUPIER -------------------------- ----------------------- ----------------------- USE -------------------------- ----------------------- ----------------------- IS THERE AN INVESTMENT LEASE? -------------------------- ----------------------- ----------------------- TENANT UNDER AN INVESTMENT LEASE -------------------------- ----------------------- ----------------------- CONTRACTUAL DATE OF TERMINATION OF INVESTMENT LEASE -------------------------- ----------------------- -----------------------
Freehold Properties. Description of the Property The freehold land showed edged red on the title plans for the title number shown below being Gas Arc Group Ltd, Xxxxxx Xxxx, Xxxx, Xxxxxxx XX00 0XX
Freehold Properties. Each Brand Company specified in the second column of part 1 of Schedule 5 as the registered proprietor of a Freehold Property is the sole legal and beneficial owner of that Freehold Property and has in its possession or control all documents of title to that Freehold Property.
Freehold Properties. In relation to each of the Freehold Properties:
4.5.1 the relevant Group Company has good, full and marketable title to and full ownership of each Freehold Properties.
4.5.2 no person or company has any written or oral agreement, option, commitment, or other right whatsoever for the purchase or transfer or any other means of disposition of the Freehold Properties.
Freehold Properties. In relation to the Freehold Properties:
(a) the Company is the registered holder and beneficial owner of the Freehold Property;
(b) all rates, Taxes and levies (including land tax) applicable to the Freehold Property have been paid; and
(c) the Company has not sold, agreed to sell, granted any option to sell, lease or sublease or agreed to lease or sublease any of the Freehold Property.
Freehold Properties. No Group Company is the registered holder and/or beneficial owner of any freehold property.
