Leased Real Property Sample Clauses
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Leased Real Property. Section 4.16(b) of the Company Disclosure Letter sets forth a complete and accurate list of all Real Property Leases covering all real property leased or subleased to any Company Entity (such real property, the “Leased Real Property”) and specifies the Company Entity that is a party to such Real Property Lease and any guarantors with respect thereto. The Company has made available to the Parent correct and complete copies of all Real Property Leases. With respect to each Real Property Lease or Leased Real Property, as the case might be, except as set forth in Section 4.16(b) of the Company Disclosure Letter, as of the Signing Date:
(i) such Real Property Lease relates to use of existing premises (and is not a ground lease);
(ii) to the Company’s Knowledge, no party to such Real Property Lease has repudiated any material provision thereof and such Real Property Lease is in full force and effect;
(iii) to the Company’s Knowledge, there are no material disputes, oral agreements, or forbearance programs in effect as to such Real Property Lease;
(iv) no Company Entity has subleased, licensed, assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or granted to any Person any option or right of use or occupancy of any portion of such Leased Real Property or right of first refusal to acquire any interest in the leasehold and, to the Company’s Knowledge, no Person has claimed any such rights or others in the leasehold;
(v) the Company Entity that is a party to such Real Property Lease is current on the monthly rent and all other charges due under such Real Property Lease;
(vi) the Company Entity that is a party to such Real Property Lease has received all approvals of Governmental Entities (including licenses and permits) required in connection with the operation thereof as currently operated by the Company Business, and to the Company’s Knowledge, the Leased Real Property that is the subject of such Real Property Lease is operated and maintained in accordance with applicable Laws;
(vii) such Leased Real Property is supplied with utilities and other services necessary for the operation of such Leased Real Property as currently operated by the Company Business;
(viii) there are no Persons (other than the Company Entities) in possession of such Leased Real Property;
(ix) there are no defaults by the Company Entities, or, to the Company’s Knowledge, by any other party under such Real Property Lease;
(x) the copies of ...
Leased Real Property. Schedule 6.7(a) sets forth a true and complete description of all Leased Real Property of the Checksmart Parties. To the Knowledge of the Buyer, the applicable Checksmart Party has a valid and subsisting leasehold estate in such Leased Real Property. To the Knowledge of the Buyer, a true and correct copy of each Real Property Lease with respect to such Leased Real Property has been made available to the Seller Representative, and no material changes have been made to any Real Property Leases since the date provided. All of the Leased Real Property is used or occupied by the applicable Checksmart Party pursuant to a Real Property Lease. To the Knowledge of the Buyer, with respect to each Real Property Lease: (i) such Real Property Lease is a valid, binding and enforceable obligation of the applicable Checksmart Party in accordance with its terms, subject to the General Enforceability Exceptions, and is in full force and effect, (ii) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a material breach or material default under such Real Property Lease that has not been redeposited in full, (iii) there is no existing material breach or material default by the applicable Checksmart Party, or the lessor, under any such Real Property Lease, and no event has occurred that (with notice, lapse of time or both) would reasonably be expected to constitute such a material breach or material default under any such Real Property Lease by the applicable Checksmart Party or give the applicable Checksmart Party or the lessor thereunder the right to terminate, accelerate or modify in any material respect any such Real Property Lease, and (iv) no Checksmart Party has received any notice that it is in material default under any such Real Property Lease which has not been cured in all material respects (it being understood that no representation or warranty is given hereby as to any notices required to be given or consents required to be obtained under any such Real Property Lease in connection with the transactions contemplated hereby). Except as disclosed on Schedule 6.7(a), no Affiliate of the Checksmart Parties is the owner or lessor of any Leased Real Property. The Leased Real Property is in good condition and repair (subject to normal wear and tear). To the Knowledge of the Buyer, no Checksmart Party has subleased, licensed or otherwise granted a...
Leased Real Property. (a) Sellers do not own any fee interest in any real property.
(b) Schedule 4.10(b) sets forth each parcel of real property leased by each Seller and used in or necessary for the conduct of the Business as currently conducted (together with all rights, title and interest of Seller in and to leasehold improvements relating thereto, including, but not limited to, security deposits, reserves or prepaid rents paid in connection therewith, collectively, the “Leased Real Property”), and a true and complete list of all leases, subleases, licenses, concessions and other agreements (whether written or oral), including all amendments, extensions renewals, guaranties and other agreements with respect thereto, pursuant to which such Seller holds any Leased Real Property (collectively, the “Leases”). The Sellers have delivered to Buyer a true and complete copy of each Lease. With respect to each Lease:
(i) such Lease is valid, binding, enforceable and in full force and effect, and such Seller enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) the applicable Seller is not in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and such Seller has paid all rent due and payable under such Lease;
(iii) the applicable Seller has not received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by such Seller under any of the Leases and, to the Knowledge of Seller, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) the applicable Seller has not subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; or
(v) the applicable Seller has not pledged, mortgaged or otherwise granted an Encumbrance on its leasehold interest in any Leased Real Property.
(c) No Seller has received written notice of (i) violations of building codes and/or zoning ordinances or other governmental or regulatory Laws affecting the Leased Real Property, (ii) existing, pending or, to the Sellers’ Knowledge, threatened condemnation proceedings affecting the Leased Real Property, or (iii) existing, pending or, to the Sellers’ Knowledge, threatened zoning, building code or other moratorium proceedings, or similar matters which could r...
Leased Real Property. Section 3.15(a)(i) of the Company Disclosure Schedule contains a list and brief description of all leases, subleases, licenses and other occupancy agreements (the “Leases”) which are individually or in the aggregate material to the business of Wheeling-Pittsburgh Steel Corporation (and its consolidated Subsidiaries) or Esmark Steel Services Group, Inc. (and its consolidated Subsidiaries) and pursuant to which the Company or any of its Subsidiaries leases real property as tenant (the “Leased Real Property”) and the Company has made available to Parent a true and complete copy of each such Lease. Except as set forth in Section 3.15(a)(ii) of the Company Disclosure Schedule, with respect to each of the Leases, (i) such Lease is in full force and effect and constitutes a legal, valid and binding obligation of the Company or its applicable Subsidiary and to the knowledge of the Company, the other parties thereto, (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property pursuant to such Lease, (iii) to the knowledge of the Company there are no defaults (or any conditions or events that, after notice or the lapse of time or both, would constitute a default) under the Lease or disputes under such Lease, which default or adverse resolution of such dispute would reasonably be expected to result in a Company Material Adverse Effect and (iv) the Company and each of its Subsidiaries enjoys peaceful and undisturbed possession under all Leases except to the extent as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
Leased Real Property. 24 Leases........................................................................24
Leased Real Property. The Grantor covenants and agrees with the Agent that from and after the date of this Agreement and until termination of this Agreement pursuant to Section 25, that:
(a) Promptly following, but not later than ninety (90) days after, the close of each fiscal year the Grantor will furnish to the Agent a report certified to be true and correct by the Grantor containing a list of each of the Grantor's leased premises; the name or names of all owners; rentals being paid; and whether the Grantor has obtained waivers of Liens and access agreements from landlords with respect to such premises in accordance with Section 6; and
(b) The Grantor agrees that, after the occurrence and during the continuation of an Event of Default, the Agent may, but need not, make any payment or perform any act hereinbefore required of the Grantor with respect to the Grantor's leased premises in any form and manner deemed expedient. All money paid for any of the purposes herein authorized and all other moneys advanced by the Agent to protect the lien hereof shall be additional Guaranteed Obligations secured hereby and shall become immediately due and payable without notice and shall bear interest thereon at the default interest rate as provided in the Credit Agreement until paid to the Agent in full.
(c) The Grantor agrees that it will not amend any lease in a manner that has a material adverse affect on the interests of the Holders of Guaranteed Obligations without the Agent's prior written consent.
Leased Real Property. Section 4.13(b) of the Company Disclosure Letter contains a true, correct and complete list, as of the date hereof, of all of the existing material leases, subleases, licenses or other agreements pursuant to which the Company Group uses or occupies, or has the right to use or occupy, now or in the future, any real property (such property, the “Leased Real Property,” and each such lease, sublease, license or other agreement, a “Lease,” and together with the Owned Real Property, the “Real Property”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not be material to the business of the Company Group, taken as a whole, (i) there are no disputes with respect to such Lease on the part of the Company Group or, to the Knowledge of the Company, the counterparty thereto; (ii) the Company or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company or one of its Subsidiaries has valid leasehold estates in the Leased Real Property, free and clear of all Liens (other than Permitted Liens). Neither the Company Group, nor to the Knowledge of the Company, any other party to the Lease is in breach or violation of or default pursuant to any Lease or would permit or cause the termination, non-renewal or modification thereof or acceleration or creation of any right or obligation thereunder, except for such breaches as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Company Group, taken as a whole. The Real Property constitutes all of the material real property used in connection with the business of the Company.
Leased Real Property. Each of the Debtors is in compliance with all obligations under all leases to which it is a party that have not been rejected in the Chapter 11 Cases, except where the failure to comply would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, and none of the Debtors has received written notice of any good faith claim asserting that such leases are not in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Each of the Debtors enjoys peaceful and undisturbed possession under all such leases, other than leases in respect of which the failure to enjoy peaceful and undisturbed possession would not reasonably be expected to materially interfere with its ability to conduct its business as currently conducted or have, individually or in the aggregate, a Material Adverse Effect.
Leased Real Property. The Business has no interest in any real property other than the Leased Real Property. Section 3.10 of the Seller Disclosure Schedules sets forth the address of each parcel of real property leased by the Business (the “Leased Real Property”, and a true and complete list of all leases for each such Leased Real Property (each, a “Lease”). Seller has made available to Purchaser a true and complete copy of each such Lease. With respect to each of the Leases: (i) Such lease is legal, valid and binding on the Business, and in full force and effect in accordance with its terms subject to the effect of any Laws relating to bankruptcy, reorganization, insolvency, moratorium, fraudulent conveyance or preferential transfers, or similar Laws relating to or affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a Proceeding in equity or at law); (ii) Neither the Seller nor any of its Affiliates, nor to the Knowledge of Seller, any other party to the Lease, is in breach or default under any provision is such Lease; and (iii) the Business has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. To the Knowledge of the Seller, there is no condemnation, expropriation or other proceeding in eminent domain or any similar proceeding pending or threatened affecting the Business’ interest in any Leased Real Property. There exists no writ, injunction, decree, order or judgment outstanding, nor any litigation, pending, or to the Knowledge of the Seller, threatened in writing, relating to the lease, use, occupancy or operation of the Business of any Leased Real Property. All buildings, structures and improvements located on, fixtures contained in, and appurtenances attached to the Leased Real Property are in good condition and repair, normal wear and tear excepted.
Leased Real Property. Each of the Companies has valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16 (collectively, the “Leased Real Property”), in each case free and clear of all Encumbrances, except for Permitted Exceptions. Following completion of the transactions contemplated herein, each of the Companies shall continue to have valid leasehold interests in all of the real property which it holds under the leases described in Schedule 3.16, in each case free and clear of all Encumbrances except Permitted Exceptions assuming receipt of all required consents and after assuming that that all required notices, if any, are given as provided in Section 3.9. The Leased Real Property constitutes all real properties used or occupied by the Companies. With respect to the Leased Real Property: (a) each of the Companies has all easements and rights necessary to conduct the Business; (b) no portion thereof is subject to any pending, or to the Knowledge of the Company any threatened, condemnation proceeding or other proceeding by any public authority; (c) to the Company’s Knowledge, the Buildings, plants and structures, including heating, ventilation and air conditioning systems, roof, foundation and floors, are in good operating condition and reasonable repair, subject only to ordinary wear and tear; (d) the Buildings, plants and structures are not, and the operation of the Business at the Leased Real Property is not, in violation of any zoning or other Requirements of Laws (including, without limitation, obtaining all approvals of any Governmental Body, including Governmental Permits, required in the operation thereof), except for such violations as do not and shall not, individually or in the aggregate, result in a Material Adverse Effect; (e) there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of any parcel of Leased Real Property; and (f) the Leased Real Property is supplied with utilities and other services for the operation of such facilities as conducted by the Companies.