Common use of Leased Real Estate Clause in Contracts

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. a) of the Company Disclosure Letter contains a complete and correct list, as of 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 have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (i) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and (ii) neither the Company nor any Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, the Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created Subsidiaries to entered into with any other Person any sublease, license or other agreement that is material to the Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 4 contracts

Samples: Merger Agreement (Nitro Petroleum Inc.), Merger Agreement (Core Resource Management, Inc.), Merger Agreement (Nitro Petroleum Inc.)

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Leased Real Estate. Except as would not reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effectany material liability or disruption in operations, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 4.13(b) of the Company Disclosure Letter contains a complete and correct list, as of 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 haveresult in, individually or in the aggregate, a Company Material Adverse Effectany material liability or disruption in operations, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created any of its Subsidiaries to 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 CompanyCompany 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 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 2 contracts

Samples: Merger Agreement (MGC Parent LLC), Merger Agreement (MGC DIAGNOSTICS Corp)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.13(b) of the Company Disclosure Letter contains a complete and correct list, as of 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 have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created any of its Subsidiaries to 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 CompanyCompany 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 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 2 contracts

Samples: Merger Agreement (Access to Money, Inc.), Merger Agreement (Cardtronics Inc)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.12(b) of the Company Disclosure Letter contains a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties, and correct list, other agreements with respect thereto) as of the date hereof, hereof for each such Leased Real Estate (including the date and name of the parties to 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 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 Company Material Adverse Effect, all leases are: Estate: (i) all Leases are the Company or its Subsidiary has a valid leasehold interest in such Leased Real Estate and such Lease is legal, valid, binding, enforceable, 38031572.13 and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and effect; (ii) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, any other party to the Lease, is in breach or default under such Lease, and no third party, event has violated any provision of, occurred or committed or failed to perform any act circumstance exists which, with or without notice, lapse of time time, or both both, would constitute a breach or default under the provisions of, any such Lease. ; (iii) All Company lease purposes as relating the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Estate under such Lease has not been disturbed, and to the oil and gas industry are in compliance with Federal and State laws and regulationsKnowledge 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 foreseeable impediment 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 would not allow for the current use affect or in any way relate to continue throughout the terms of such leaseany Leased Real Estate or any part thereof, and there is no permit 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 revocation action pending regarding this land useall or any part thereof. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated hypothecated, or otherwise transferred any Lease or any interest therein nor has the Company or created Subsidiaries to entered into with any other Person any sublease, license or other agreement that is material to the Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The 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 Company or any of its Subsidiaries thereof leasessubleased, subleases licensed, or licensesotherwise granted any Person (other than another wholly-owned Subsidiary of the Company) a right to use or occupy such Leased Real Estate or any portion thereof, as tenant, and there are no outstanding options or rights of refusal to purchase all or any part of the Leased Real Estate. Neither the execution or delivery of this Agreement, nor the consummation of the transactions contemplated herein, nor the fulfillment of or compliance with the terms and conditions hereof, require the consent of any landlords or sublandlords pursuant to any Lease.

Appears in 2 contracts

Samples: Merger Agreement (Apex Global Brands Inc.), Merger Agreement (Apex Global Brands Inc.)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate (a “Lease”) in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted LiensEncumbrances. aSection 3.24(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the all leases of real property at which the Company conducts the Company Business (the “Leased Real Estate 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 Company Material Adverse Effect, all leases are: (i) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (ii) neither the any Company nor any Subsidiaries hereby nor, to the Knowledge of the CompanySeller, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, the The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created Subsidiaries to entered into with any other Person any sublease, license or other agreement that is material to the Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The Company has delivered or otherwise made available to Parent Buyer true and complete copies of all Leases (each Lease including all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which each of the Company or any of its Subsidiaries thereof 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 as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 4.13(b) of the Company Disclosure Letter Schedule contains a complete and correct list, as of 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 have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created any of its Subsidiaries to 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 Company, taken as a whole, Company and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Merger Agreement (Computer Software Innovations, Inc.)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.13(b) of the Company Disclosure Letter contains a complete and correct list, as of 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 have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created any of its Subsidiaries to 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 CompanyCompany 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 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Merger Agreement (Baldwin Technology Co Inc)

Leased Real Estate. Except as would not reasonably be expected to havebe, individually or in the aggregate, a Company Material Adverse Effectmaterial, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.13(b) of the Company Disclosure Letter contains a complete and correct list, as of 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 havebe, individually or in the aggregate, a Company Material Adverse Effectmaterial, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, the The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created Subsidiaries to it entered into with any other Person any sublease, license or other agreement that is material to the Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Merger Agreement (Valpey Fisher Corp)

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Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the The Company and each of its subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.1(ff)(ii) of the Company Disclosure Letter Schedule contains a complete and correct list, as of 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 have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any Subsidiaries hereby of its subsidiaries nor, to the Knowledge knowledge of the Company, no any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created Subsidiaries to any of its subsidiaries entered into with any other Person any sublease, license or other agreement that is material to the CompanyCompany 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 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 Company or any of its Subsidiaries subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Unit Purchase Agreement (Sparton Corp)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease 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. aSection 3.12(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the Leased Real Estate including with respect to each such Lease the date of such Lease and any material amendments theretoEstate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (i) all Leases are valid and in full force as originally contracted 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 Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no a third party, has received written notice that it or they have violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created any of its Subsidiaries to 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 CompanyCompany 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 Company has delivered or otherwise made available to Parent true and complete copies of all Leases (including all material modifications, amendments, supplements, waivers waivers, subordination, non-disturbance and attornment agreements and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Merger Agreement (Kindred Healthcare, Inc)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.14(a) of the Company Disclosure Letter contains a complete and correct list, as of 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 have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (iiy) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, the The Company has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created Subsidiaries to entered into with any other Person any sublease, license or other agreement that is material to the Company, taken as a whole, and that relates to the use or occupancy of all or any portion of the Leased Real Estate. The 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 Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Merger Agreement (On-Air Impact, Inc.)

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 Company Material Adverse Effect, the Company and each of its Subsidiaries has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aExcept as set forth in Section 4.14(b) of the Company Disclosure Letter contains a complete and correct list, as of 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 or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all leases are: (i) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and and (ii) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both would constitute a default under the provisions of, any Lease. (iii) All Company lease purposes as relating to the oil and gas industry are in compliance with Federal and State laws and regulations, there is no foreseeable impediment that would not allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land use. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any material Lease nor has the Company or created any of its Subsidiaries to 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 CompanyCompany 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 Company has delivered or otherwise made available to Parent true and complete copies of all material Leases (including together with all material modifications, amendments, supplements, waivers and side letters thereto) pursuant to which the Company or any of its Subsidiaries thereof leases, subleases or licenses, as tenant, any Leased Real Estate.

Appears in 1 contract

Samples: Merger Agreement (Tasty Baking Co)

Leased Real Estate. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and has a valid and subsisting leasehold estate in each parcel of real property demised under a Lease for the full term of the respective Lease free and clear of any Liens other than Permitted Liens. aSection 3.15(b) of the Company Disclosure Letter contains a complete and correct list, as of the date hereof, of the Leased Real Estate including including, with respect to each such Lease Lease, the name of the landlord, the date of such Lease and any material amendments 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 Company Material Adverse Effect, all leases are: (ix) all Leases are valid and in full force as originally contracted and effect except to the extent they have previously expired or terminated in accordance with their terms, and (iiy) neither the Company nor any of its Subsidiaries hereby nor, to the Knowledge of the Company, no any third party, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both both, would constitute a default under the provisions of, of any Lease. , and (iiiz) All Company lease purposes as relating the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Estate has not been disturbed, and to the oil and gas industry are in compliance with Federal and State laws and regulationsCompany’s Knowledge, there is are no foreseeable impediment that would 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 allow for the current use to continue throughout the terms of such lease, and there is no permit or use revocation action pending regarding this land usebeen redeposited in full. Except as known by the Parent, Neither the Company nor any of its Subsidiaries has not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease nor has the Company or created any of its Subsidiaries to 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 CompanyCompany 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 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 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

Samples: Agreement and Plan of Merger (Metalico Inc)

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