Common use of Interests in Real Property Clause in Contracts

Interests in Real Property. (1) At the Closing, the Shareholders shall cause the Transferor to obtain, and the Transferor shall obtain, the following documents with respect to the transfer of interests in the Real Property: (1) a warranty deed (the "Deed") in the form attached hereto as Exhibit 7.20(a); (2) the Deed shall be in recordable form. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and with the costs shared equally between the Transferor and the Transferee. At the Closing, the Transferor shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and transfer of the Real Property by the Transferor to the Transferee and the recording of the Deed; (A) true and complete material maintenance records for the Real Property; (B) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (C) all original licenses and permits, authorizations and Approvals pertaining to the Real Property; and (D) all guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the Transferee's title insurance company shall reasonably require in order to issue policies of title insurance in the form required by this agreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; and (6) assignments, each in the form attached hereto as Exhibit 7.20(a)B (collectively, the "Assignments", individually, "Assignment"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferor's representation and warranty that (i) there have been no prior assignments of the leases, (ii) such Leases are in full force and effect and enforceable against the Transferor and, to the best knowledge of the Transferor, each other party thereto, in accordance with their terms, and (iii) the Transferor's leasehold interest is not subject to any liens, security interests or adverse claims. (2) The following are to be apportioned between the parties as of and on the Closing Date: (1) ad valorem, real estate and personal property taxes, water charges, and sewer rents; and (2) utilities, including telephone, steam, propane, electricity and gas.

Interests in Real Property. (1) At the Closing, the Shareholders Shareholder shall cause the Transferor Seller to obtain, and the Transferor Seller shall obtain, the following documents with respect to the transfer of interests in the Real Propertyreal property: (1) a warranty deed (the "Deed") in the form attached hereto as Exhibit 7.20(a7.16(a); (2) the The Deed shall be in recordable form. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and with at the costs shared equally between the Transferor Seller's sole cost and the Transfereeexpense. At the Closing, the Transferor Seller shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and transfer of the Owned Real Property by the Transferor Seller to the Transferee Buyer and the recording of the Deed; (Ai) true and complete material maintenance records for the Real Property; (Bii) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (Ciii) all original material licenses and permits, authorizations and Approvals approvals pertaining to the Real Property; and (Div) all material guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the TransfereeBuyer's title insurance company shall reasonably require in order to issue policies of title insurance in the form required by this agreementAgreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; and; (6) assignments, each in the form attached hereto as Exhibit 7.20(a)B (collectively, the "Assignments", individually, "Assignment"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferor's representation and warranty that (i) there have been no prior assignments of the leases, (ii) such Leases are in full force and effect and enforceable against the Transferor and, to the best knowledge of the Transferor, each other party thereto, in accordance with their terms, and (iii) the Transferor's leasehold interest is not subject to any liens, security interests or adverse claims. (2) The following are to be apportioned between the parties as of and on the Closing Date: (1) ad valorem, real estate and personal property taxes, water charges, and sewer rents; and (2) utilities, including telephone, steam, propane, electricity and gas; and (7) the Seller and the Shareholder hereby jointly and severally covenant and agree that, after the Closing Date and at their sole cost and expense, they shall promptly commence and diligently pursue to completion a "quiet title" action to ensure that the mortgage by Xxxxxxx X. Xxxxx to Quaboag Development Company, Inc. in the original principal amount of $8,500 dated January 22, 1976 and recorded in the Hampden County Registry of Deeds in Book 4225, page 22 is removed of record.

Interests in Real Property. (1) At the Closing, the Shareholders Shareholder shall -------------------------- cause the Transferor Seller to obtain, and the Transferor Seller shall obtain, the following documents with respect to the transfer of interests in the Real Propertyreal property: (1) a warranty deed (the "Deed") in the form attached hereto as Exhibit 7.20(a7.16(a); (2) the The Deed shall be in recordable form. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and with at the costs shared equally between the Transferor Seller's sole cost and the Transfereeexpense. At the Closing, the Transferor Seller shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and transfer of the Owned Real Property by the Transferor Seller to the Transferee Buyer and the recording of the Deed; (Ai) true and complete material maintenance records for the Real Property; (Bii) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (Ciii) all original material licenses and permits, authorizations and Approvals approvals pertaining to the Real Property; and (Div) all material guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the TransfereeBuyer's title insurance company shall reasonably require in order to issue policies of title insurance in the form required by this agreementAgreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; and; (6) assignments, each in the form attached hereto as Exhibit 7.20(a)B (collectively, the "Assignments", individually, "Assignment"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferor's representation and warranty that (i) there have been no prior assignments of the leases, (ii) such Leases are in full force and effect and enforceable against the Transferor and, to the best knowledge of the Transferor, each other party thereto, in accordance with their terms, and (iii) the Transferor's leasehold interest is not subject to any liens, security interests or adverse claims. (2) The following are to be apportioned between the parties as of and on the Closing Date: (1) ad valorem, real estate and personal property taxes, water charges, and sewer rents; and (2) utilities, including telephone, steam, propane, electricity and gas; and (7) the Seller and the Shareholder hereby jointly and severally covenant and agree that, after the Closing Date and at their sole cost and expense, they shall promptly commence and diligently pursue to completion a "quiet title" action to ensure that the mortgage by Xxxxxxx X. Xxxxx to Quaboag Development Company, Inc. in the original principal amount of $8,500 dated January 22, 1976 and recorded in the Hampden County Registry of Deeds in Book 4225, page 22 is removed of record.

Interests in Real Property. (1a) At Section 5.23(a) of the ClosingCompany Disclosure Memorandum sets forth a true and complete list of all real properties owned by the Company Entities (the "Owned Real Property"). Section 5.23(a) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Owned Real Property, (ii) the name of the entity which holds the interest in each Owned Real Property (each, an "Owner" and, collectively, the Shareholders shall cause the Transferor to obtain"Owners"), and (iii) the Transferor shall obtainapproximate square footage of each Owned Real Property. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, the following documents Owners own good, marketable and insurable fee simple title to each of the Owned Real Property and such interests are not subject to any Liens. Except as disclosed in Section 5.23(a) of the Company Disclosure Memorandum, none of the Owned Real Property is subject to any lease, sublease, license or other agreement granting to any person any right to the use, occupancy or enjoyment thereof (or any portion thereof). (i) Company has made available to Parent all plans, specifications and architectural drawings and all warranties relating to the Owned Real Property or the buildings, structures, improvements, equipment, facilities, plants and fixtures comprising, situated at or located thereon, to the extent in Company's possession. (ii) All Owned Real Property includes all utilities and rights of access to public roads, streets or the like or valid easements over private streets, roads or other private property for such ingress to and egress from the Real Property, except as would not materially impair the ability to use any such Real Property as presently conducted. (b) Section 5.23(b) of the Company Disclosure Memorandum sets forth a true and complete list of all real properties leased or subleased by each Company Entity (the "Leased Real Property" and, together with the Owned Real Property, collectively, the "Real Property"). Section 5.23(b) of the Company Disclosure Memorandum sets forth (i) the street address and use description of each Leased Real Property, (ii) the name of the entity which holds the interest in each Leased Real Property (each, a "Lessee" and, collectively, the "Lessees"), (iii) the approximate square footage of each Leased Real Property. (c) Other than the Real Property Leases, no Company Entity (or their subsidiaries) is a party to any lease, sublease, license or other agreement granting to any Person any right to the use, occupancy or enjoyment of real property. (d) Except as disclosed in Section 5.23(d) of the Company Disclosure Memorandum, to the Knowledge of Company, there does not exist under any Real Property Leases any Default by any party thereto. (e) Except as disclosed in Section 5.23(e) of the Company Disclosure Memorandum, no Company Entity has subleased, licensed or granted other interests giving any Person any right to the use, occupancy or enjoyment of the Leased Real Property or any portion thereof. (f) Except as disclosed in Section 5.23(f) of the Company Disclosure Memorandum, the Lessees' interests with respect to the transfer of Real Property Leases have not been assigned or pledged and such interests in the Real Property:are not subject to any Liens. (1g) Company has made available to Parent a warranty deed (copy of each Real Property Lease or other written evidence of the "Deed"obligations, and all amendments thereto, as listed in Section 5.23(b) in of the form attached hereto as Exhibit 7.20(a);Company Disclosure Memorandum. (2h) Except as identified in Section 5.23(h) of the Deed shall be in recordable form. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and with the costs shared equally between the Transferor and the Transferee. At the ClosingCompany Disclosure Memorandum, the Transferor shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and indirect transfer of the Real Property to Parent (or to a designee of Parent), as contemplated by this Agreement, does not require the Transferor consent or approval of any other party. No Owner or Lessee is a party to the Transferee and the recording or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Deed;Real Property or any portion thereof or interest therein to any Person (other than pursuant to this Agreement). (Ai) true and complete material maintenance records for the Real Property; (BExcept as set forth in Section 5.23(i) a validly issued permanent certificate of occupancy for each of the buildings comprising a Company Disclosure Memorandum, neither Company nor any Owner or Lessee has any Knowledge of (nor has it received written notice of) any existing, pending or threatened: (i) condemnation of any part of the Real Property; (Cii) all original licenses and permits, authorizations and Approvals pertaining to the Real Property; and (D) all guarantees and warranties which the Company has received in connection with special assessments against any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4) such affidavits, indemnities and information as the Transferee's title insurance company shall reasonably require in order to issue policies of title insurance in the form required by this agreement; (5) to the extent available, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; and (6) assignments, each in the form attached hereto as Exhibit 7.20(a)B (collectively, the "Assignments", individually, "Assignment"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferor's representation and warranty that (i) there have been no prior assignments of the leases, (ii) such Leases are in full force and effect and enforceable against the Transferor and, to the best knowledge of the Transferor, each other party thereto, in accordance with their terms, and (iii) litigation against Company or any Owner or Lessee for breach of any restrictive covenant or other agreement affecting any part of the Transferor's leasehold interest is not subject Real Property; or (iv) discontinuation of sewer, water, electric, gas, telephone or other utilities or services presently provided or available to any liens, security interests or adverse claimsthe Real Property. (2j) The following Except as set forth in Section 5.23(j) of the Company Disclosure Memorandum, all brokerage commissions and other compensation and fees payable by reason of the Leased Real Property, have been paid in full except for such commissions and other compensation related to options or extensions in the Real Property Leases which are to be apportioned between the parties as of and on the Closing Date: (1) ad valorem, real estate and personal property taxes, water charges, and sewer rents; and (2) utilities, including telephone, steam, propane, electricity and gasnot yet exercised.

Interests in Real Property. (1a) At the Closing, the Shareholders shall -------------------------- cause the Transferor Company to obtain, and the Transferor Company shall obtainobtain and deliver to the Buyer Group, the following documents with respect to the transfer of interests in the Real Propertyreal property: (1i) a warranty deed (The Articles of Merger executed by the "Deed") in the form attached hereto as Exhibit 7.20(a)Company; (2ii) the Deed shall be in recordable form. The Deed shall have affixed thereto any requisite surtax and documentary tax stamps, in proper amount, affixed and with the costs shared equally between the Transferor and the Transferee. At the Closing, the Transferor shall pay the appropriate tax collecting agency all taxes and charges in connection with the sale and transfer of the Real Property by the Transferor to the Transferee and the recording of the Deed; (A) true and complete material maintenance records for the Real Property; (B) a validly issued permanent certificate of occupancy for each of the buildings comprising a part of the Real Property; (CB) to the extent in the possession of the Seller Group, all original licenses and permits, authorizations and Approvals approvals pertaining to the Real Property; and (DC) to the extent in the possession of the Seller Group, all guarantees and warranties which the Company has received in connection with any work or services performed or equipment installed in the aforementioned buildings and all improvements erected on the Real Property; (4iii) such Such affidavits, indemnities and information (including, without limitation, an owner's title affidavit and a non-imputation affidavit) as the TransfereeBuyer's title insurance company shall reasonably require in order to issue policies of title insurance in the form required by this agreementAgreement; (5iv) to To the extent availablein the possession of the Seller's Group, a set of plans and specifications of the buildings and all improvements comprising a part of the Real Property; and; (6v) assignmentsa Certificate of Non-Foreign Status (as hereinafter defined) (vi) a letter from the Trustees of the 17 Xxxxxxx Three condominium that all condominium common charges and assessments have been paid through January 12, each 2000. (vii) an Amended and Restated Lease between Company and P.C. Card in the form attached hereto as Exhibit 7.20(a)B 5.8 (collectively, the "Assignments", individually, "AssignmentAmended and Restated Lease"), of each of the Leases (including, without limitation, any security interests/pledge liens created thereby), collateral guarantees and all security deposits made thereunder, containing a covenant of good title and the Transferor's representation and warranty that (i) there have been no prior assignments of the leases, (ii) such Leases are in full force and effect and enforceable against the Transferor and, to the best knowledge of the Transferor, each other party thereto, in accordance with their terms, and (iii) the Transferor's leasehold interest is not subject to any liens, security interests or adverse claims. (2b) The following are to be apportioned between the parties as of and on the Closing Date: (1i) ad valorem, real estate and personal property taxes, water charges, and sewer rents; and; (2ii) utilities, including telephone, steam, propane, electricity and gas; (iii) rents under Real Property Contacts; and (iv) condominium common charges of the 17 Xxxxxxx Three condominium; (c) All real estate taxes and assessment pertaining to the Owned Real Property will be paid in full by Company for the tax period in which the Closing occurs.