Leased Real Properties. Schedule 4.16 contains a complete and correct list of all real property leases, warehouse leases, subleases, licenses and occupancy agreements pursuant to which Seller is a lessor, lessee, sublessor, sublessee, licensor or licensee of real property, setting forth the address, landlord and tenant for each (the “Leased Real Property”). Seller has delivered to Purchaser correct and complete copies of each of the agreements set forth in Schedule 4.16, including all amendments thereto and all nondisturbance agreements in connection therewith. Each lease, sublease, license or other agreement set forth in Schedule 4.16 is legal, valid, binding, enforceable and in full force and effect. Except as set forth in Schedule 4.16, no party is in default, violation or breach under any of the same, and no event has occurred and is continuing thereunder that constitutes or, with notice or the passage of time or both, would constitute a default, violation or breach thereunder. Seller has good and valid title to the leasehold estate under each lease, sublease, license or other agreement set forth in Schedule 4.16, free and clear of all Liens except for (i) the Lien of any mortgage which encumbers the landlord’s interest in any Leased Real Property, (ii) Liens of the sublandlord, landlord and the master landlord set forth in the sublease, lease and master lease with respect to such Leased Real Property and (iii) Liens in favor of Amalgamated Bank. Seller enjoys peaceful and undisturbed possession under the same. All of the buildings, structures and other improvements situated in whole or in part at any Leased Real Property are in good operating condition, in a state of good maintenance and repair. The Leased Real Property constitute all of the real property interests leased or occupied in whole or in part by the Seller or which are related to or used in connection with the Business since April 16, 2003.
Leased Real Properties. Ultra shall assign or otherwise Transfer to Delta or its designated Subsidiary, or cause its applicable Subsidiary to assign or otherwise Transfer to Delta or its designated Subsidiary, and Delta shall accept and assume, or cause its designated Subsidiary to accept and assume, all of Ultra’s or its Subsidiary’s rights, title, interests in and to, and Obligations under, the Leases (including thereunder, any right, title and interest in and to any security deposits and related interest posted in accordance with such Leases), subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Separation and Distribution Agreement and the other Ancillary Agreements. The Parties shall use commercially reasonable efforts to effect such Transfer on or prior to the Distribution Date or as soon as practicable thereafter.
Leased Real Properties. Section 4.12(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased or licensed by the Company or its Subsidiaries (collectively “Company Leases”) and the location of the premises. None of the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any Company Lease, is in material default under any of the Company Leases. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, each of the Company Leases is in full force and effect and is enforceable in accordance with its terms and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. The Company has made available to Parent complete and accurate copies of the Company Leases.
Leased Real Properties. CSC shall assign or otherwise Transfer to Computer Sciences GS or its designated Subsidiary, or cause its applicable Subsidiary to assign or otherwise Transfer to Computer Sciences GS or its designated Subsidiary, and Computer Sciences GS shall accept and assume, or cause its designated Subsidiary to accept and assume, all of CSC’s or its Subsidiary’s rights, title, interests in and to, and obligations under, the Leases (including thereunder, any right, title and interest in and to any security deposits and related interest posted in accordance with such Leases), subject to the other provisions of this Agreement and (to the extent not inconsistent with the provisions of this Agreement) the terms of the Master Separation and Distribution Agreement and the other Ancillary Agreements. The Parties shall use commercially reasonable efforts to effect such Transfer prior to the Distribution Date or as soon as practicable thereafter.
Leased Real Properties. Section 4.12(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all real properties leased, subleased or licensed by the Company or its Subsidiaries (collectively “Company Leases”) and the location, lessor(s) and lessee(s) of such real properties. None of the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any Company Lease, 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 material default under the provisions of any Company Lease. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, each of the Company Leases is in full force and effect and is enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of specific performance, injunctive relief or other equitable remedies is subject to general principles of law and equity and the discretion of the court before which any proceeding may be brought) and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. None of the Company or any of its Subsidiaries leases, subleases or licenses any real property to any Person. The Company has made available to Parent complete and accurate copies of the Company Leases.
Leased Real Properties. Schedule 2.17(b) sets forth (whether as lessee or lessor) leases of real property ("Leased Real Property") to which any Target Company is a party or by which any such party is bound, in each case, as of the date hereof, except for any lease or agreement under which the aggregate annual rental payments do not exceed $100,000 (each a "Material Lease", and collectively the "Material Leases"). True and correct copies of all Material Leases have been provided or made available to Buyer prior to the date hereof, including all material exhibits, schedules, attachments, amendments or supplements thereto. Except as set forth on Schedule 2.17(b), each Material Lease is valid and binding on the applicable Target Company and, to the Company's knowledge, on the other parties thereto and is in full force and effect. Except as set forth on Schedule 2.17(b), with respect to each Material Lease, the applicable Target Company and, to the Company's knowledge, each of the other parties thereto has performed in all material respects all obligations required to be performed by it under each Material Lease. Since January 1, 2012, except as set forth on Schedule 2.17(b), no Target Company has received any written notification that any party to a Lease intends to cancel or refuse to perform or refuse to renew such Material Lease (if such Material Lease is renewable).
Leased Real Properties. Section 4.12(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all real properties leased, subleased or licensed by the Company or its Subsidiaries (collectively “Company Leases”) and the location, lessor(s) and lessee(s) of such real properties. Except as would not result in a Material Adverse Effect, (i) none of the Company or any of its Subsidiaries, nor, to the Company’s Knowledge, any other party to any Company Lease, 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 Company Lease and (ii) except as set forth in Section 4.12(b) of the Company Disclosure Schedule, each of the Company Leases is in full force and effect and is enforceable in accordance with its terms (except in all cases as such enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium, or similar Laws affecting the enforcement of creditors’ rights generally and except that the availability of specific performance, injunctive relief or other equitable remedies is subject to general principles of law and equity and the discretion of the court before which any proceeding may be brought) and shall not cease to be in full force and effect as a result of the transactions contemplated by this Agreement. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, none of the Company or any of its Subsidiaries leases, subleases or licenses any real property to any person other than the Company and its Subsidiaries. Except as set forth in Section 4.12(b) of the Company Disclosure Schedule, the Company has made available to Parent complete and accurate copies of the Company Leases.
Leased Real Properties. Neither the Company nor the Issuer is party to any lease, sublease, agreement to lease, offer to lease, renewal of lease or other right or interest in or to real property (each a “Lease”) except in respect of the Leased Real Properties. Each Lease is in good standing in all material respects and all amounts owing thereunder have been paid by the Company or the Issuer. Schedule 5.1(o) sets forth a complete and accurate legal description of all the real property leased by the Company and the Issuer. The Company or the Issuer, as applicable, has adequate rights of ingress and egress for the operation of the business from and to Leased Real Property.
Leased Real Properties. Schedule 2.17(b) sets forth a list of the address of each real property (“Leased Real Property”) to which any Target Company is a party, whether as lessee or lessor, as of the date hereof for which annual Lease payments exceed $500,000 (each, a “Lease” and, collectively, the “Leases”), which such list includes a description of all amendments, extensions, renewals, guarantees and other agreements with respect thereto, and including the date and name of the parties to such Leases. Except as set forth on Schedule 2.17(b), with respect to each of the Leases: (i) such Lease is valid and binding on the applicable Target Company and is in full force and effect; (ii) except as may be permitted under such Lease, the Target Companies’ possession and quiet enjoyment of the Leased Real Property has not been materially disturbed, and to the Knowledge of the Company, there are no material disputes with respect to such Lease; (iii) none of the Target Companies nor, to the Knowledge of the Company, any other party to such Lease, is in breach or default under such Lease, no event has occurred or circumstance exists which, with due notice or the passage of time or both, would constitute such a material breach or default by any Target Company or, to the Knowledge of the Company, any other party to such Lease, or permit the termination, modification or acceleration of rent by the landlord or lessor under any such Lease and no party to any such Lease has given any of the Target Companies written notice of or made a claim with respect to any material breach or default, the consequences of which, individually or in the aggregate, would result in any landlord or lessor under such Lease having the right to terminate such Lease; (iv) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect to a breach or default under such Lease which has not been redeposited in full; (v) no Target Company owes, or will owe in the future, any brokerage commission or finder’s fees with respect to such Lease; (vi) the Target Companies have not subleased, licensed or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; (vii) the Target Companies have not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (viii) there are no material Liens on the estate or interest created by such Lease, other than Permitted Liens.
Leased Real Properties. (i) Section 2.20(b)(i) of the Disclosure Schedule sets forth all leases of real property (“Leased Real Property”) pursuant to which any Company is a party (whether as lessee or lessor) as of the date hereof (each a “Real Property Lease,” and collectively the “Real Property Leases”).
(ii) Each Real Property Lease is valid, binding and enforceable in accordance with its terms. No Company is in breach of or in default of its obligations under any such Real Property Lease, and no event has occurred which, with notice or lapse of time or both, would constitute a breach or default or permit termination, modification or acceleration thereunder and no such Real Property Lease is subject to any Lien or other restriction that substantially impairs the use of the Facilities to which it relates.
(iii) Except as set forth in Section 2.20(b)(iii) of the Disclosure Schedule, each Company party thereto and, to Seller’s Knowledge, each of the other parties thereto, has performed in all material respects all material obligations required to be performed by it under each Real Property Lease. The Companies’ use of the Leased Real Property is and has been in compliance with all applicable building, zoning, subdivision, and other Applicable Laws. No Company has received notice of any, and, to the Knowledge of Seller, there is no threatened, eminent domain proceeding or proceeding to change or redefine the zoning classification with respect to the Facilities.
(iv) The Facilities are being used for the purpose set out in their respective Real Property Lease and are sufficient for the conduct of the Companies’ business as it is being conducted as of the date hereof. All Facilities are supplied with utilities (including water, sewage, disposal, electricity, gas and telephone) and other services necessary for the operation of such Facilities as currently operated. All buildings, structures and appurtenances comprising any part of the Facilities that are currently being used in the conduct of the Companies’ business are in satisfactory condition and have been well maintained, normal wear and tear excepted.
(v) No notice or agreement to terminate any Real Property Lease has been served on any Company, or to the Knowledge of Seller, entered into by any other Persons with respect thereto.
