Owned and Leased Properties. (a) The Company owns no real property.
(b) Section 3.9 of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by the Company or any of its Subsidiaries (collectively “Company Leases”) and the location of the premises. Neither the Company nor any of its Subsidiaries nor, to the Company’s Knowledge, any other party to any Company Lease is in default, under any of the Company Leases, except where the existence of such defaults, individually or in the aggregate, is not reasonably likely to have a Company Material Adverse Effect. Neither the Company nor 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 the Buyer complete and accurate copies of all Company Leases.
(c) The Company and each of its Subsidiaries have good title to, or a valid leasehold interest in, all of its material tangible assets and properties set forth on the Balance Sheet, except for assets and properties disposed of in the Ordinary Course of Business since the Balance Sheet Date and except for defects in title, easements, restrictive covenants, Taxes that are not yet delinquent and similar encumbrances that, individually or in the aggregate, are not reasonably likely to have a Company Material Adverse Effect. All such material tangible assets and properties, other than assets and properties in which the Company or any of its Subsidiaries has a leasehold interest, are free and clear of all Liens, except for (i) Liens for Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been recorded, (ii) Liens for assessments and other governmental charges or liens of landlords, carriers, warehousemen, mechanics and repairmen incurred in the Ordinary Course of Business, in each case for sums not yet due and payable or due but not delinquent or being contested in good faith by appropriate proceedings, (iii) Liens incurred in the Ordinary Course of Business in connection with workers’ compensation, unemployment insurance and other types of social security or to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations, and (iv) Liens that do not materially interfere with the conduct...
Owned and Leased Properties. (i) Parent and each of its Subsidiaries has such good and indefeasible title to all owned real property and such good and valid title to, or such valid rights by lease, license, other agreement or to otherwise to use, all other assets and properties (in each case, tangible and intangible) necessary to enable Parent and its Subsidiaries to conduct their businesses as currently conducted and as described in the Parent Reports filed with the SEC prior to the date of this Agreement, except, in each case, for defects in title, easements, restrictive covenants and similar encumbrances that are not, individually or in the aggregate, reasonably likely to have a Parent Material Adverse Effect or materially interfere with Parent’s and its Subsidiaries’ use of such assets or properties. All assets and properties, other than assets and properties in which Parent and its Subsidiaries have leasehold interests, are free and clear of all Liens, other than (A) Liens for current Taxes not yet due and payable and (B) Liens that, individually or in the aggregate, are not reasonably likely to materially interfere with Parent’s and its Subsidiaries’ operations of such assets or properties.
(ii) Except for such matters that, individually or in the aggregate, are not reasonably likely to have a Parent Material Adverse Effect, Parent and its Subsidiaries (A) have complied in all material respects with the terms of all leases of their material properties currently in existence to which they are a party and under which they are in occupancy, and all such leases are in full force and effect and (B) enjoy peaceful and undisturbed possession under all such leases.
Owned and Leased Properties. (a) The Company and its Subsidiaries own no real property.
(b) Section 5.16(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased or subleased by the Company or any of its Subsidiaries with space in excess of 5,000 square feet (the “Leased Real Property”), together with a true and complete list of all leases (including the parties thereto, date thereof and address of the real property covered thereby), lease guaranties, subleases, licenses, easements, and or any other agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Leased Real Property with space in excess of 5,000 square feet, entered into by the Company or any of its Subsidiaries, including all amendments, terminations and modifications thereof (each, a “Company Lease”). The Company has made available to Parent complete and accurate copies of all Company Leases. To the Company’s knowledge, the Company or one of its Subsidiaries has a valid and existing leasehold estate in and the right to quiet enjoyment of the Leased Real Property for the full term thereof, subject to the terms of the Company Leases, to any Permitted Liens with respect thereto and to applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally, and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at law or in equity).
(c) Other than as set forth in Section 5.16(c) of the Company Disclosure Schedule, with respect to each Company Lease: (i) the Company Lease as modified or amended is legal, valid, binding, enforceable by the Company or any of its Subsidiaries which is a party thereto (the “Tenant”), and in full force and effect; (ii) the Company Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on substantially the same terms following the consummation of the Merger, and the landlord will not be entitled to terminate such Company Lease upon the Merger; (iii) the Tenant has not received or given any notice of any material default or event that with notice or lapse of time, or both would constitute a material default by the Tenant under the Company Lease for which such Company Lease could be terminated, and, to the knowledge of the Company, no other party is in material default thereof and no party to the Company Lease has ...
Owned and Leased Properties. (a) The Company owns no interest in any real property. Section 2.11 of the Company Disclosure Schedule contains a correct and complete description of all leases, licenses, permits, subleases and occupancy agreements or arrangements, together with any amendments thereto (each a “Real Property Lease” and collectively, the “Real Property Leases”), with respect to real property to which the Company is a party to, bound by or enjoys the benefits of (the “Leased Real Property”), including the address and a description of uses by the Company of the Leased Real Property.
(b) The Leased Real Property constitutes all of the land, buildings, structures, improvements, fixtures and other interests and rights in real property that are used or occupied by the Company in connection with the business of the Company.
(c) The Company does not have any oral or written agreement with any real estate broker, agent or finder with respect to the Leased Real Property.
(d) True, complete and accurate copies of the Real Property Leases have been provided to the Buyer and the Real Property Leases are listed in Section 2.11(d) of the Company Disclosure Schedule.
(e) Each Real Property Lease is valid and binding on the Company and, to the Company’s Knowledge, each other party thereto, and is in full force and effect. Except as set forth in Section 2.11(e) of the Company Disclosure Schedule, the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Real Property Lease, subleased all or any part of the space demised thereby, or granted any right to the possession, use, occupancy or enjoyment of any Leased Real Property, to any third party. No option has been exercised under any of such Real Property Leases, except options whose exercise has been evidenced by a written document, a true, correct and complete copy of which has been made available to Buyer with the corresponding Real Property Lease. No Real Property Lease will cease to be legal, valid, binding, enforceable and in full force and effect on terms identical to those currently in effect or require consent or notice solely as a result of the consummation of any of the Contemplated Transactions, nor will the consummation of any such transactions constitute a breach or default under any such Real Property Lease or otherwise give the landlord a right to terminate such Real Property Lease. The Company has not received any written notice that it has violated any Law applicable to ...
Owned and Leased Properties. (a) Title to Properties
(i) Each of the Group Companies is either the owner, lessee, finance lessee (crédit-preneur) or otherwise legitimate occupant of all premises utilized for the purpose of carrying on its business. All premises owned or used by the Group Companies (together, the "Properties") are set forth in Schedule 9.16(a)(i).
(ii) The Group Companies hold all material Consents and Approvals necessary to own and/or occupy the Properties and carry on their respective businesses therein.
(iii) The Group Companies have the exclusive benefit of the Properties either as sole owner or as tenants so that the Group Companies are able to continue carrying on their respective businesses as previously conducted and use, and have used such Properties peacefully in accordance with their intended use. All lease agreements relating to the Properties material to the business of the Group Companies have been disclosed to the Purchaser as part of the Data Room Documents.
(iv) Save to the extent set out in Schedule 9, Seller is not aware, as regards any leases up for renewal in the next three years, of (i) any event that may affect the lessee's right to renewal or (ii) the lessor's intention to reject such a renewal.
(v) The Properties are not the subject of any expropriation or total or partial requisition measures, or of any other administrative measures which may adversely affect their value, nor are they the subject of any easements, rights of way or other Encumbrances which may materially affect their use. The Properties comply with all applicable material Laws, including urbanisation regulations and applicable safety norms; the relevant completion certificates (déclaration d'achèvement de travaux) have been regularly filed and the relevant certificates of conformity have been obtained.
Owned and Leased Properties. The Company has never owned any real property. Section 3.7(a) of the Company Disclosure Letter sets forth a separate list of all real property currently leased, licensed or subleased by the Company or otherwise used or occupied by the Company (the “Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event, which with notice or lapse of time, or both, would constitute a default) by the Company, or, to the Company’s Knowledge, by any other party thereto. The Company currently occupies all of the Real Property for the operation of its business. No parties other than the Company have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company are, in all material respects, in satisfactory condition and, to the Company’s Knowledge, the Real Property is in compliance, in all materials respects, with Applicable Laws.
Owned and Leased Properties. (a) Section 3.9(a) of Wilton Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Wilton, except real property acquired through foreclosure of a security interest held by Wilton in such real property (the “Owned Real Property”), which list shall include addresses, acreage (or a reasonable estimation thereof to the extent Wilton does not have a real estate survey for such parcel of real property) and a description of the improvements located thereon. Wilton has good and marketable fee title to all of its Owned Real Property, free and clear of all Liens (other than Permitted Liens).
(i) The Owned Real Property and Leased Real Property constitute all the real estate and buildings used by Wilton in the conduct of its business. To Wilton’s Knowledge, there are no structural defects or material defects in the mechanical or building systems in any facility located on any Owned Real Property. No portion of any Owned Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and restored to substantially its original condition.
(ii) Except as set forth in Section 3.9(a) of Wilton Disclosure Schedule there are no existing property tax abatement programs or other governmental assistance programs with respect to the Owned Real Property. Section 3.9(a) of Wilton Disclosure Schedule sets forth all documents to which Wilton are a party relating to any such known programs.
(iii) Except as set forth in Section 3.9(a) of Wilton Disclosure Schedule, there is no pending, and Wilton has not received written notice of any threatened condemnation, expropriation, eminent domain, environmental, land use, or special assessment regulatory proceeding or investigation affecting the Owned Real Property. Wilton has not received written notice of any fire, health, safety, building, hazardous substances, pollution control, zoning, or other regulatory proceedings, either instituted or planned to be instituted, which would have a Wilton Material Adverse Effect.
(iv) Except as set forth in Section 3.9(a) of Wilton Disclosure Schedule, no person leases, occupies or is in possession of, or has any rights to lease, occupy or possess any of the Owned Real Property other than Wilton. Except as set forth in Section 3.9 of Wilton Disclosure Schedule, there are no current options or other Contracts pursuant to which Wilton has granted to any person the option to purchase, lease ...
Owned and Leased Properties. None of the Subsidiary Entities owns any real property. Schedule 4(d) of the Disclosure Schedule contains a list of all real estate leases to which any of the Subsidiary Entities is a party (the “Leased Properties”). Each of the Subsidiary Entities has a valid leasehold interest in any and all Leased Properties. None of the Subsidiary Entities has received any notice, nor does the Seller have Knowledge, of any default with respect to any of the Leased Properties by any of the Subsidiary Entities or the other parties thereto. None of the Leased Properties are subleased to any third party, and no third party has any option, right of possession or interest of any kind in or to any of the Leased Properties (except for the lessor of any of the Leased Properties as set forth in its lease).
Owned and Leased Properties. To the best knowledge of the Borrower, after due investigation, the number of Tower sites on real property owned by the Borrower, the Parent and their Subsidiaries as of the date of this Agreement is **[925]** and the number of Tower sites on real property leased by the Borrower, the Parent and their Subsidiaries as of the date of this Agreement is **[3484]**. Borrower further covenants and agrees that to the extent that Borrower becomes aware that any disclosure contained in this Section 11(f) is inaccurate in any way, Borrower shall disclose the corrected information to the Administrative Agent within one Business Day of such determination.
Owned and Leased Properties. The Company has never owned any real property. Section 3.7(a) of the Company Disclosure Letter sets forth a separate list of all real property currently leased, licensed or subleased by the Company or otherwise used or occupied by the Company (the “Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company, or, to the Company’s Knowledge, by any other party thereto. The Company currently occupies all of the Real Property for the operation of its business. No parties other than the Company have a right to occupy any material Real Property, except for subleases described in the Company Disclosure Letter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practices and, to the Company’s Knowledge, the Real Property is in compliance, in all materials respects, with Applicable Laws. The Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no material continuing liability with respect to such terminated real property leases.
