Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b) of the Disclosure Schedules contains an address and description of each parcel of Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, any of its Subsidiaries, nor, to the Knowledge of Target, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target or any of its Subsidiaries entered into with any other Person any sublease, license or other agreement that is material to the Target and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enernoc Inc), Agreement and Plan of Merger (World Energy Solutions, Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.13(b) of the Target Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Target nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of the Target, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target or any of its Subsidiaries entered into with any other Person (other than another wholly owned Subsidiary of the Target) any sublease, license or other agreement that is material to the Target and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent Acquirer true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vaporin, Inc.), Agreement and Plan of Merger (Vapor Corp.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.13(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Access to Money, Inc.), Agreement and Plan of Merger (Cardtronics Inc)
Leased Real Estate. Except as would not reasonably be expected likely to havebe material to the Company and its Subsidiaries, individually or in the aggregate, taken as a Target Material Adverse Effectwhole, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.13(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the material Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated is in default or breach in any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default respect under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target or any of its Subsidiaries entered into with any other Person any sublease, license or other agreement that is material to the Target and that relates to the use or occupancy of all or any portion Lease. Except as set forth on Section 4.13(b) of the Leased Real Estate. The Target Company Disclosure Letter, the Company has delivered or otherwise made available to Parent true and complete copies of all material Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate. Each facility (including all buildings, structures and improvements) located on the Leased Real Estate is suitable for its current use, operation and occupancy.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bishop Infrastructure III Acquisition Company, Inc.), Agreement and Plan of Merger (Westway Group, Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.13(b) of the Company Disclosure Schedules Letter contains an address a true and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse EffectEffect or as set forth on Section 3.13(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) the Merger does not require the consent of any Leaseother party under any of the Leases; and (v) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion thereof. The Leased Real Estate is in compliance in all material respects with all applicable Laws pertaining thereto and the operations conducted thereat. Since the Look-Back Date, the Company has not received written notice from any Governmental Authority of any alleged violation or assertion of any violation of any applicable Laws pertaining to the Leased Real Estate. The Target has delivered or otherwise made available to Parent true Estate and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estateoperations conducted thereat.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ocean Bio Chem Inc), Agreement and Plan of Merger (OneWater Marine Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target The Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.20(b) of the Disclosure Schedules Schedule contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, (i) all All Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Real Goods Solar, Inc.), Agreement and Plan of Merger (Real Goods Solar, Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.13(a) of the Company Disclosure Schedules Letter contains an address a true and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected set forth on Section 3.13(a) of the Company Disclosure Letter, with respect to have, individually or in each of the aggregate, a Target Material Adverse Effect, Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FaZe Holdings Inc.), Agreement and Plan of Merger (GameSquare Holdings, Inc.)
Leased Real Estate. Except as would not reasonably be expected to haveresult in, individually or in the aggregate, a Target Material Adverse Effectany material liability or disruption in operations, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.13(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to haveresult in, individually or in the aggregate, a Target Material Adverse Effectany material liability or disruption in operations, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (MGC DIAGNOSTICS Corp), Agreement and Plan of Merger (MGC Parent LLC)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.14(b) of the Company Disclosure Schedules Letter contains an address a true and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected set forth on Section 3.14(b) of the Company Disclosure Letter, with respect to have, individually or in each of the aggregate, a Target Material Adverse Effect, Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly-owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target and its Subsidiaries have Company has a valid and subsisting leasehold interest estate (a “Lease”) in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Encumbrances. Section 5.14(b3.24(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the all leases of real property at which the Company conducts the Company Business (the “Leased Real Estate”) including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, any of its Subsidiaries, Company nor, to the Knowledge of Targetthe Seller, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person any sublease, license or other agreement that is material to the Target and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent Buyer true and complete copies of each Lease including all Leases material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which each of the Target or any of its Subsidiaries Company leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 2 contracts
Samples: Share Purchase Agreement (Elegance Brands, Inc.), Share Purchase Agreement (Elegance Brands, Inc.)
Leased Real Estate. Except Section 3.12(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as would not reasonably be expected of the date hereof for each such Leased Real Estate (including the date and name of the parties to have, individually such Lease document and the address of such Leased Real Estate). The Company has delivered to Parent a true and complete copy of each such Lease. With respect to each of the Leases and the Leased Real Estate: (i) the Company or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have Subsidiary has a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b) of the Disclosure Schedules contains an address and description of each parcel of such Leased Real Estate. Except as would not reasonably be expected to haveEstate and such Lease is legal, individually or in the aggregatevalid, a Target Material Adverse Effectbinding, (i) all Leases are valid enforceable, 38031572.13 and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) there are no Liens on the estate created by such Lease other than Permitted Liens; (v) neither the Company, any Subsidiary, nor, to the Knowledge of the Company, any other party to the Lease, has any defenses, setoffs, claims or counterclaims under any Lease; (vi) there are no brokerage commissions due, or which are scheduled to become due, with respect to any Lease; (vii) the applicable lessor, sublessor, or licensor (as the case may be) under each Lease has completed all tenant improvement work and other alterations required to be performed by such party pursuant to such Lease; (viii) there is currently no ongoing construction work being performed at the Leased Real Estate by the Company, any Subsidiary, or the counterparty to any Lease other than normal maintenance and repairs being performed in the ordinary course of business; and (ix) to the Knowledge of the Company, there do not exist any actual, threatened, or contemplated condemnation or eminent domain proceedings that affect or in any way relate to any Leased Real Estate or any part thereof, and neither the Company nor any Subsidiary has received any written notice of the intention of any Governmental Entity or other Person to take or use all or any part thereof. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly-owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy occupy such Leased Real Estate or any portion thereof, and there are no outstanding options or rights of refusal to purchase all or any portion part of the Leased Real Estate. The Target has delivered Neither the execution or otherwise made available to Parent true delivery of this Agreement, nor the consummation of the transactions contemplated herein, nor the fulfillment of or compliance with the terms and complete copies conditions hereof, require the consent of all Leases any landlords or sublandlords pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real EstateLease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.13(b) of the Company Disclosure Schedules Letter contains an address a true and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected to havebe material to the Company or as set forth on Section 3.13(b) of the Company Disclosure Letter, individually or in with respect to each of the aggregate, a Target Material Adverse Effect, Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, any of its Subsidiaries, norCompany does not, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Target nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company subleased, licensed, or otherwise granted any of its Subsidiaries entered into with any other Person any sublease, license or other agreement that is material a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (IMAC Holdings, Inc.), Agreement and Plan of Merger (Theralink Technologies, Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens that would interfere with the Company’s or any of its Subsidiaries’ ability to use the applicable Leased Real Estate in the manner in which the Company or any of its Subsidiaries is using said property as of the date hereof, other than Permitted Liens. Section 5.14(b3.12(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated effect, enforceable in accordance with their terms, and (ii) the Company and each of its Subsidiaries is in compliance with the terms of all Leases and (iii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any a third party, has received written notice that it or they have violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, sublease or license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the its or their ability to use or occupancy occupy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers, subordination, non-disturbance and attornment agreements and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
Leased Real Estate. Schedule 3.01(m)(ii) contains a true and complete list of all leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each such Lease. Except as would not reasonably be expected to have, individually set forth on Schedule 3.01(m)(ii) or in the aggregateCompany SEC Documents, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in with respect to each parcel of real property demised under a Lease. Section 5.14(b) of the Disclosure Schedules contains an address and description of each parcel of Leased Real Estate. Except as would not reasonably be expected to haveLeases (a) such Lease is legal, individually or in the aggregatevalid, a Target Material Adverse Effectbinding, (i) all Leases are valid enforceable, and in full force and effect except against the Company and to the extent they have previously expired or terminated in accordance with their termsknowledge of the Company, and the other party thereto; (iib) neither the Target, Company nor any of its Subsidiaries, nor, Company Subsidiaries nor to the Knowledge knowledge of Targetthe Company, any third partyother party to such Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (c) the provisions ofCompany’s or the Company Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed or threatened and to the knowledge of the Company, any there are no disputes with respect to such Lease; and (d) there are no Encumbrances on the estate created by such Lease other than Permitted Encumbrances, except in each case as has not had and would not reasonably be expected to have a Company Material Adverse Effect, in each case as necessary to permit the Company and the Company Subsidiaries to conduct their respective businesses as currently conducted. Neither the Target Company nor any of its the Company Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its the Company Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly-owned Company Subsidiary) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, thereof except as tenant, any Leased Real Estateset forth on Schedule 3.01(m)(ii).
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to havebe, individually or in the aggregate, a Target Material Adverse Effectmaterial, the Target and its Subsidiaries have Company has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.13(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to havebe, individually or in the aggregate, a Target Material Adverse Effectmaterial, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, any of its Subsidiaries, nor, to the Knowledge of Target, Company nor any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target or any of its Subsidiaries it entered into with any other Person any sublease, license or other agreement that is material to the Target Company, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target or any of its Subsidiaries Company thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and its Subsidiaries have a valid each Company Subsidiary has good leasehold title to the Leased Real Estate free and subsisting leasehold interest in each parcel clear of real property demised under a Leaseany Liens other than Permitted Liens. Section 5.14(b3.13(b) of the Company Disclosure Schedules Schedule contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, Company nor any of its Subsidiaries, Company Subsidiary nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries Company Subsidiary has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target or any of its Subsidiaries entered into with any other Person (other than another Company Subsidiary) any sublease, license or other agreement that is material to the Target Company and the Company Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true true, correct and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries leases, subleases Company Subsidiary leases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b4.13(b) of the Company Disclosure Schedules Letter contains an address a correct and description complete list of all material Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a correct and complete copy of each parcel of Leased Real Estatesuch Lease. Except as set forth on Section 4.13(b) of the Company Disclosure Letter and except for any matters that would not reasonably be expected material to havethe Company and its Subsidiaries, individually or in taken as a whole, with respect to each of the aggregate, a Target Material Adverse Effect, Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except subject to the extent they have previously expired or terminated in accordance with their terms, and Enforceability Exceptions; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and to the Knowledge of the Company no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither Except as set forth on Section 4.13(b) of the Target Company Disclosure Letter, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly-owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iec Electronics Corp)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.15(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including, with respect to each such Lease, the name of the landlord, the date of such Lease and all amendments, extensions, renewals, guaranties and other agreements related thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both both, would constitute a default under the provisions ofof any Lease, and (z) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has not been disturbed, and to the Company’s Knowledge, there are no disputes with respect to any Lease. No security deposit or portion thereof deposited with respect to any Lease has, to the Knowledge of the Company, been applied with respect to any breach or default under such Lease which has not been redeposited in full. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. There are, to the Knowledge of the Company, no outstanding options, rights of first offer or rights of first refusal to purchase all or any part of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate. Leasing commissions or other brokerage or finders’ fees due from or payable by the Company or and of its Subsidiaries with respect to any Lease have been paid in full.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target and its Subsidiaries have Company has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.13(b) of the Company Disclosure Schedules Schedule contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target or any of its Subsidiaries Company leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Samples: Tender and Voting Agreement (Computer Software Innovations, Inc.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.12(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the addresses of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any amendments, extensions, renewals, guaranties and other similar agreements relating thereto (including the name of the parties to each such Lease). Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, with respect to each of the Leases: (i) all Leases are valid the Lease is legal, valid, binding, enforceable and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default breach or default, or permit the termination, modification or acceleration of rent under the provisions ofof such Lease; (iii) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (v) neither the Company nor any of its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease. Neither the Target Company nor any of its Subsidiaries has collaterally assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other similar agreement that is material to the Target and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all modifications, amendments, supplements, waivers, side letters, extensions, renewals, guaranties and other similar agreements with respect thereto), and in the case of any oral Leases, written summaries of the material terms of such Leases, pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, licenses any Leased Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.)
Leased Real Estate. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a Target Material Adverse Effectwhole, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.13(b) of the Company Disclosure Schedules Letter contains an address a true, complete and description accurate list, as of each parcel the date hereof, of the Leased Real Estate, including, with respect to each such Lease, the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to havenot, individually or in the aggregate, be material to the Company and its Subsidiaries, taken as a Target Material Adverse Effectwhole, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both both, would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true true, complete and complete accurate copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target and its Subsidiaries have Company has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.14(a) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target nor any of its Subsidiaries The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target or any of its Subsidiaries Company entered into with any other Person any sublease, license or other agreement that is material to the Target Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target or any of its Subsidiaries Company thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of Company owns no real property demised under a Leaseproperty. Section 5.14(b3.13(a) of the Company Disclosure Schedules Schedule contains an address a true and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each such Leased Real Estate (including the date and name of the parties to such Lease document). The Company has delivered to Parent a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected set forth on Section 3.13(a) of the Company Disclosure Schedule, with respect to have, individually or in each of the aggregate, a Target Material Adverse Effect, Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the real estate created by such Lease other than Permitted Liens. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly-owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Liquid Media Group Ltd.)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.17(b) of the Company Disclosure Schedules contains an address a true and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each Leased Real Estate (including the date and name of the parties to such Lease). The Company has delivered to Parent a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected set forth in Section 3.17(b) of the Company Disclosure Schedules, with respect to have, individually or in each of the aggregate, a Target Material Adverse Effect, Leases: (i) all Leases are valid the Company’s possession and in full force and effect except to quiet enjoyment of the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, any of its Subsidiaries, norLeased Real Estate under such Lease has not been disturbed and, to the Knowledge of Targetthe Company, there are no disputes with respect to such Lease; (ii) has received written notice that the Company is subject to any third party, has violated pending claim (x) based upon any material provision of, of any Environmental Laws and arising out of any act or committed omission of the Company or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target nor any of its Subsidiaries employees, agents or representatives or (y) arising out of the use, control or operation by the Company of Leased Real Estate from which there was a release of any Hazardous Substance; (iii) has received written notice of any pending, and to the Knowledge of the Company threatened, condemnation proceeding affecting any Leased Real Estate or any portion thereof or interest therein; and (iv) there are no Encumbrances on the Company’s leasehold estate created by such Lease other than Permitted Encumbrances. The Company has not assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company subleased, licensed, or otherwise granted any of its Subsidiaries entered into with any other Person any sublease, license or other agreement that is material a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion thereof. As of the Closing, no brokerage or leasing commissions or other compensation will be due or payable by the Company to any Person with respect to or on account of any of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b4.12(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the addresses of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any amendments, extensions, renewals, guaranties and other similar agreements relating thereto (including the name of the parties to each such Lease). Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, with respect to each of the Leases: (i) all Leases are valid the Lease is legal, valid, binding, enforceable and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default breach or default, or permit the termination, modification or acceleration of rent under the provisions ofof such Lease; (iii) the Company's or Subsidiary's possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; and (v) neither the Company nor any of its Subsidiaries owes, or will owe in the future, any brokerage commissions or finder's fees with respect to such Lease. Neither the Target Company nor any of its Subsidiaries has collaterally assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other similar agreement that is material to the Target and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all modifications, amendments, supplements, waivers, side letters, extensions, renewals, guaranties and other similar agreements with respect thereto), and in the case of any oral Leases, written summaries of the material terms of such Leases, pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, licenses any Leased Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edac Technologies Corp)
Leased Real Estate. Except as set forth in Section 4.14(b) of the Company Disclosure Letter and except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Except as set forth in Section 5.14(b4.14(b) of the Company Disclosure Schedules contains an address and description of each parcel of Leased Real Estate. Except Letter or as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any material Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all material Leases (together with all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.13(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent FCI true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target The Company and each of its Subsidiaries have subsidiaries has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.1(ff)(ii) of the Disclosure Schedules Schedule contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, subsidiaries nor, to the Knowledge knowledge of Targetthe Company, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries subsidiaries entered into with any other Person any sublease, license or other agreement that is material to the Target Company and its subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Company has delivered or otherwise made available to Parent Buyer true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.13(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease, the names of the lessor and lessee (and sublessor and sublessee, as applicable) and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (ix) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither As of the Target date hereof and except as set forth on Section 3.13(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the material Leased Real Estate. The Target Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target Company and each of its Subsidiaries have has a valid and subsisting leasehold interest estate in each parcel of real property demised under a LeaseLease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. Section 5.14(b3.12(b) of the Company Disclosure Schedules Letter contains an address a complete and description correct list, as of each parcel the date hereof, of the Leased Real EstateEstate including with respect to each such Lease the date of such Lease and any material amendments thereto. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any no third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Target Company or any of its Subsidiaries entered into with any other Person (other than another wholly-owned Subsidiary of the Company) any sublease, license or other agreement that is material to the Target Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Target Other than with respect to the “self-storage units” that are leased on a month-to-month basis, the Company has delivered or otherwise made available Made Available to Parent true correct and complete copies of all written Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Target Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Golden Enterprises Inc)
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b3.12(b) of the Company Disclosure Schedules Letter contains an address accurate and description complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the date hereof for each parcel of such Leased Real Estate. The Company has delivered to Parent an accurate and complete copy of each such Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse EffectEffect or as set forth on Section 3.12(b) of the Company Disclosure Letter, with respect to each of the Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, Company nor any of its Subsidiaries, Subsidiaries nor, to the Knowledge of Targetthe Company, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) the provisions ofCompany’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, any and to the Knowledge of the Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company or any of its Subsidiaries entered into with subleased, licensed, or otherwise granted any Person (other Person any sublease, license or other agreement that is material than another wholly-owned Subsidiary of the Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 1 contract
Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest in each parcel of real property demised under a Lease. Section 5.14(b4.13(b) of Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and other agreements with respect thereto) as of the Disclosure Schedules contains an address date hereof for each such Leased Real Estate (including the date and description name of the parties to such Lease document). Company has delivered to Buyer a true and complete copy of each parcel of Leased Real Estatesuch Lease. Except as would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse EffectEffect or as set forth on Section 4.13(b) of Company Disclosure Letter, with respect to each of the Leases: (i) all Leases are valid such Lease is legal, valid, binding, enforceable, and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Target, any of its Subsidiaries, Company nor, to the Knowledge of TargetCompany, any third partyother party to the Lease, is in breach or default under such Lease, and no event has violated any material provision of, occurred or committed or failed to perform any material act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under such Lease; (iii) Company’s possession and quiet enjoyment of the provisions ofLeased Real Estate under such Lease has not been disturbed, any and to the Knowledge of Company, there are no disputes with respect to such Lease; and (iv) there are no Liens on the estate created by such Lease other than Permitted Liens. Neither the Target nor any of its Subsidiaries Company has not assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Target Company subleased, licensed, or otherwise granted any Person (other than another wholly-owned Subsidiary of its Subsidiaries entered into with any other Person any sublease, license or other agreement that is material Company) a right to the Target and that relates to the use or occupancy of all occupy such Leased Real Estate or any portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Real Estatethereof.
Appears in 1 contract
Leased Real Estate. Except Section 3.10(b)(i) of the Company Disclosure Letter sets forth a list, as of the date of this Agreement, of the Leased Material Real Estate and includes the address, landlord and tenant for each of the Leased Material Real Estate. The Company has made available to Parent copies that are correct and complete of Material Leases and amendments thereto in each case that are in effect as of the date of this Agreement, except for amendments that do not contain material information. With respect to the Material Leases: (i) all the Material Leases are valid and binding on the Company or its applicable Subsidiary, enforceable against it in accordance with their terms, except as such enforceability may be limited by the Enforceability Exceptions; (ii) neither the Company nor any of its Subsidiaries has violated any material provision of, or failed to perform any material obligation required under the provisions of, any Material Lease; and (iii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any counterparty is in breach, or has received written notice of breach, of any Material Lease, except, with respect to each of clauses (i), (ii) and (iii), where such failure to be valid and binding or such violation or breach would not reasonably be expected to have, individually or in the aggregate, a Target Company Material Adverse Effect, the Target and its Subsidiaries have a valid and subsisting leasehold interest . Except as set forth in each parcel of real property demised under a Lease. Section 5.14(b3.10(b)(ii) of the Company Disclosure Schedules contains an address and description of each parcel of Leased Real Estate. Except as would not reasonably be expected to haveLetter, individually or in the aggregate, a Target Material Adverse Effect, (i) all Leases are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Target, any of its Subsidiaries, nor, to the Knowledge of Target, any third party, has violated any material provision of, or committed or failed to perform any material act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. Neither the Target Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease Material Lease. Neither the Company nor has the Target or any of its Subsidiaries entered into with is a sublessor or grantor under any other Person any sublease, license sublease or other agreement that is material instrument granting to any third party any right to the Target and that relates to the use possession, lease, occupancy or occupancy enjoyment of all or any material portion of the Leased Real Estate. The Target has delivered or otherwise made available to Parent true and complete copies of all Leases pursuant to which the Target or any of its Subsidiaries leases, subleases or licenses, as tenant, any Leased Material Real Estate.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Kindred Healthcare, Inc)
