List of Properties, Contracts and Other Data. The Company and its Subsidiaries own or lease all property and tangible assets used in the conduct of their business as presently conducted. To the knowledge of the Shareholders and the Company, and except as reflected in such Schedule 2.2(n), all of the property of the Company and its Subsidiaries is in existence and is in good condition and repair, except for reasonable wear and tear, and in conformity in all material respects with all building, zoning, OSHA, Coast Guard, safety, or other applicable ordinances, regulations, or laws. Schedule 2.2(n) contains a list setting forth with respect to the Company and its Subsidiaries as of the date hereof the following: (1) Schedule 2.2(n)(1) lists and describes briefly all real property which the Company and each Subsidiary owns. With respect to each such parcel of owned real property (collectively, the "Owned Real Property"): (i) the identified owner has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the Owned Real Property subject thereto and except as set forth on Schedule 2.2(n)(1); (ii) there are no pending or, to the knowledge of the Shareholders and the Company, threatened condemnation proceedings, lawsuits, or administrative actions or other matters relating to the Owned Real Property which could reasonably be expected to adversely affect the current ownership, maintenance, use, occupancy, or value thereof; (iii) to the knowledge of the Shareholders and the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon is subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and, except as described on Schedule 2.2(n)(1), the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; EnviroSystems Agreement and Plan of Merger/Page 18 27 (iv) to the knowledge of the Shareholders and the Company, all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with such approvals and applicable laws, rules, and regulations;
Appears in 1 contract
Samples: Merger Agreement (Transcoastal Marine Services Inc)
List of Properties, Contracts and Other Data. The Company and its Subsidiaries own or lease all property and tangible assets used in the conduct of their business as presently conducted. To the knowledge of the Shareholders and the Company, and except as reflected in such Schedule 2.2(n), all of the property of the Company and its Subsidiaries is in existence and is in good condition and repair, except for reasonable wear and tear, and in conformity in all material respects with all building, zoning, OSHA, Coast Guard, safety, or other applicable ordinances, regulations, or laws. Schedule 2.2(n) contains a list setting forth with respect to the Company and its Subsidiaries as of the date hereof the following:
(1) Schedule 2.2(n)(1) lists and describes briefly all real property which the Company and each Subsidiary owns. With respect to each such parcel of owned real property (collectively, the "Owned Real Property"):
(i) the identified owner has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the Owned Real Property subject thereto and except as set forth on Schedule 2.2(n)(1);
(ii) there are no pending or, to the knowledge of the Shareholders and the Company, threatened condemnation proceedings, lawsuits, or administrative actions or other matters relating to the Owned Real Property which could reasonably be expected to adversely affect the current ownership, maintenance, use, occupancy, or value thereof;
; Kori Xxxeement and Plan of Merger//Page 19 28 (iii) to the knowledge of the Shareholders and the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon is subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and, except as described on Schedule 2.2(n)(1), the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; EnviroSystems Agreement and Plan of Merger/Page 18 27 (iv) to the knowledge of the Shareholders and the Company, all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with such approvals and applicable laws, rules, and regulations;
Appears in 1 contract
Samples: Merger Agreement (Transcoastal Marine Services Inc)
List of Properties, Contracts and Other Data. The Company and its Subsidiaries own or lease all property and tangible assets used in the conduct of their business as presently conducted. To the knowledge of the Shareholders and the Company, and except as reflected in such Schedule 2.2(n), all of the property of the Company and its Subsidiaries is in existence and is in good condition and repair, except for reasonable wear and tear, and in conformity in all material respects with all building, zoning, OSHA, Coast Guard, safety, or other applicable ordinances, regulations, or laws. Schedule 2.2(n) contains a list setting forth with respect to the Company and its Subsidiaries as of the date hereof the following:
(1) Schedule 2.2(n)(1) lists and describes briefly all real property which the Company and each Subsidiary owns. With respect to each such parcel of owned real property (collectively, the "Owned Real Property"):
(i) the identified owner has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the Owned Real Property subject thereto and except as set forth on Schedule 2.2(n)(1);
(ii) there are no pending or, to the knowledge of the Shareholders and the Company, threatened condemnation proceedings, lawsuits, or administrative actions or other matters relating to the Owned Real Property which could reasonably be expected to adversely affect the current ownership, maintenance, use, occupancy, or value thereof;
(iii) to the knowledge of the Shareholders and the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon is subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and, except as described on Schedule 2.2(n)(1), the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; EnviroSystems Agreement and Plan of Merger/Page 18 27 ;
(iv) to the knowledge of the Shareholders and the Company, all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with such approvals and applicable laws, rules, and regulations;
(v) except as described on Schedule 2.2(n)(2) 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 the parcel of real property;
(vi) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(vii) there are no parties (other than the Company and its Subsidiaries) in possession of the parcel of real property, other than tenants in possession of property leased or subleased by the Company or any of its Subsidiaries under any leases or subleases disclosed on Schedule 2.2(n)(2) which tenants are in possession of space to which they are entitled;
(viii) to the knowledge of the Shareholders and the Company, except as described on Schedule 2.2(n)(1), to the extent necessary or desirable for the use or operation of facilities located on real property owned by the Company or any Subsidiary, such facilities are supplied with utilities and other services, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules, and regulations;
(ix) to the knowledge of the Shareholders and the Company, except as described on Schedule 2.2(n)(1), each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of real property, and access to the Property is provided by paved public right-of-way with adequate curb cuts available;
(x) Except as described on Schedule 2.2(n)(1), the Owned Real Property is not located within an area that has been designated by the Federal Insurance Administration, the Army Corps of Engineers or any other governmental agency or body as being subject to special flooding hazards; and
(xi) Except as described on Schedule 2.2(n)(1), the improvements on the Property (A) have been constructed in a good and workmanlike manner, free from defects in workmanship and material and, to the best of Shareholders' and Company's knowledge, do not require any repair or replacement other than minor, routine maintenance; and (B) have been constructed and are being occupied, maintained, and operated in compliance with all applicable laws, regulations, insurance requirements, contracts, leases, permits, licenses, ordinances, restrictions, building setback lines, covenants, reservations, and easements, and the Shareholders and Company have received no notice, written or oral, claiming any violation of any of the same or requesting or requiring the performance of any repairs, alterations, or other work in order to so comply.
(2) Schedule 2.2(n)(2) of the Company Disclosure Schedule lists and describes briefly all real property leased or subleased by or to the Company or any of its Subsidiaries (whether as lessor or as lessee). Schedule 2.2(n)(2) also identifies the properties leased or subleased to the Company or any of its Subsidiaries for which title insurance policies are to be procured as provided in Section 3.8 below. The Shareholders have delivered to the Parent correct and complete copies of the leases and subleases listed in Schedule 2.2(n)(2) (as amended to date) . With respect to each lease and sublease listed in Schedule 2.2(n)(2);
(i) to the knowledge of the Shareholders and the Company, the lease or sublease is legal, valid, binding, enforceable, and in full force and effect;
(ii) to the knowledge of the Shareholders and the Company, the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms immediately following the consummation of the transactions contemplated hereby;
(iii) to the knowledge of the Shareholders and the Company, no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iv) to the knowledge of the Shareholders and the Company, no party to the lease or sublease has repudiated any provision thereof;
(v) to the knowledge of the Shareholders and the Company, except as described on Schedule 2.2(n)(2), there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(vi) to the knowledge of the Shareholders and the Company, with respect to each sublease, the representations and warranties set forth in subsections (i) through (v) above are correct and complete with respect to the underlying lease;
(vii) none of the Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold;
(viii) to the knowledge of the Shareholders and the Company, all facilities leased or subleased thereunder have received all approvals of governmental authorities (including licenses and permits) required in connection with the operation thereof and have been operated and maintained in accordance with applicable laws, rules, and regulations; and
(ix) to the knowledge of the Shareholders and the Company, all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.
(3) Schedule 2.2(n)(3) of the Company Disclosure Schedule lists and describes briefly all contracts and commitments (including, without limitation, mortgages, indentures and loan agreements) to which the Company or any Subsidiary is a party, or to which it or any of its assets or properties are subject and which are not specifically referred to elsewhere in Section 2.2, provided that there need not be listed in the Company Disclosure Schedule (unless required pursuant to the preceding subsections of this Section 2.2(n)) any contract or commitment incurred in the ordinary course of business which requires payments to or by the Company and its Subsidiaries during its remaining life aggregating less than $25,000 or which is terminable by the Company or any Subsidiary within thirty days without payment of a premium or penalty. Correct and complete copies of all documents, and descriptions complete in all material respects of all oral agreements or commitments (if any), referred to in this Section 2.2(n) have been provided to Parent or its counsel. To the knowledge of the Shareholders and the Company, none of the Company, the Shareholders and the Subsidiaries has been notified of any claim that any contract listed in Schedule 2.2(n)(3) of the Company Disclosure Schedule is not valid and enforceable in accordance with its terms for the periods stated therein, or that there is under any such contract any existing material default or event of default or event which with notice or lapse of time or both would constitute such a default.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Transcoastal Marine Services Inc)
List of Properties, Contracts and Other Data. The Company and its Subsidiaries own or lease all property and tangible assets used in the conduct of their business as presently conducted. To the knowledge of the Shareholders and the Company, and except as reflected in such Schedule 2.2(n), all of the property of the Company and its Subsidiaries is in existence and is in good condition and repair, except for reasonable wear and tear, and in conformity in all material respects with all building, zoning, OSHA, Coast Guard, safety, or other applicable ordinances, regulations, or laws. Schedule 2.2(n) contains a list setting forth with respect to the Company and its Subsidiaries as of the date hereof the following:
(1) Schedule 2.2(n)(1) lists and describes briefly all real property which the Company and each Subsidiary owns. With respect to each such parcel of owned real property (collectively, the "Owned Real Property"):
(i) the identified owner has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction, except for installments of special assessments not yet delinquent and recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value, or the marketability of title, of the Owned Real Property subject thereto and except as set forth on Schedule 2.2(n)(1);
(ii) there are no pending or, to the knowledge of the Shareholders and the Company, threatened condemnation proceedings, lawsuits, or administrative actions or other matters relating to the Owned Real Property which could reasonably be expected to adversely affect the current ownership, maintenance, use, occupancy, or value thereof;
(iii) to the knowledge of the Shareholders and the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the properties or buildings or improvements thereon is subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and, except as described on Schedule 2.2(n)(1), the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the Owned Real Property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; EnviroSystems Agreement and Plan of Merger/Page 18 27 (iv) to the knowledge of the Shareholders and the Company, all facilities have received all approvals of governmental authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with such approvals and applicable laws, rules, and regulations;
Appears in 1 contract
Samples: Merger Agreement (Transcoastal Marine Services Inc)
