Owned and Leased Real Properties. (a) Section 4.9(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property (the “Owned Real Property”) owned by the Company and its Subsidiaries. Each of the Company and its Subsidiaries, as applicable, has good, valid and marketable fee simple title to the Owned Real Property subject only to Permitted Encumbrances and has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. True and complete copies of (i) all deeds, title reports, title insurance policies and recent ALTA surveys relating to the Owned Real Property, and (ii) all documents evidencing all material Liens upon the material Owned Real Property have been furnished to Parent. There are (i) no proceedings, claims, disputes or, to the Company’s Knowledge, any conditions affecting any Owned Real Property that might reasonably be expected to interfere in any material way with the conduct of the business of the Company or its Subsidiaries on such Owned Real Property as presently conducted thereon on the date of this Agreement and as of the Closing Date, (ii) neither the whole, nor any portion of, the Owned Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Company’s Knowledge, has any condemnation, expropriation or taking been proposed or threatened, (iii) neither the Company nor any of its Subsidiaries has received any written notice of any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any material repairs or material work to be done on any part of the Owned Real Property, which repair or work has not been completed to the satisfaction of such insurance company or board of fire underwriters, as applicable, and (iv) the Company and its Subsidiaries, as applicable, have obtained all appropriate certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is presently used and operated on the date of this Agreement and will be used and operated as of the Closing Date. True and complete copies of all such certificates and Permits, in each case that are material to the operation of the business of the Company and its Subsidiaries as presently conducted, have been furnished to Parent, to the extent that such documents are in the possession of the Company or its Subsidiaries. Each of the Company and its Subsidiaries has all material approvals and Permits (including any and all pharmacy Permits) necessary to own or operate the Owned Real Property as presently used and operated on the date of this Agreement and will be used and operated as of the Closing, and no such approvals, permits or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that owns the Owned Real Property, following the Closing, to continue to own or operate the Owned Real Property as presently used and operated on the date of this Agreement. (b) Section 4.9(b) of the Company Disclosure Schedule sets forth a true, correct and complete list of all of the leases, subleases, licenses, Permits, occupancy agreements or other instruments or Contracts, including all amendments, supplements and modifications thereto, in each case that are material to the operation of the business of the Company or its Subsidiaries as presently conducted (collectively, the “Company Leases”) pursuant to which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other similar right to use or occupy any interest in real property and each parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”). The Company has furnished or made available to Parent true, correct and complete copies of the Company Leases. Except as set forth in Section 4.9(b) of the Company Disclosure Schedule: (i) each Company Lease (A) constitutes a valid and binding obligation of the Company, or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, and (B) is enforceable against the Company or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, except as may be limited by the Bankruptcy and Equity Exception; (ii) none of the Company or its Subsidiaries are in material breach or material default under any Company Lease; (iii) since March 31, 2013, none of the Company or its Subsidiaries have received or delivered a written notice of default or objection from or to any party to any Company Lease to pay or perform its obligations, and, to the Company’s Knowledge, neither the Company nor any other party to any Company Lease has taken an action, which, solely upon the passage of time or the giving of notice or both, would constitute a material violation of, or material default under, a Company Lease; (iv) the Company or one of its Subsidiaries, as applicable, holds a leasehold interest in all Leased Real Property free and clear of all Liens except for Permitted Exceptions; and (v) other than in connection with ordinary course renewals, no brokerage commissions, fees or similar costs or expenses are owed by the Company or any of its Subsidiaries with respect to any Company Lease. (c) Except as set forth in Section 4.9(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any lease, sublease, concession agreement, use and occupancy agreement, license, assignment or similar arrangement under which the Company or any of its Subsidiaries is a landlord, sublessor, licensor or sublicensor or assignor of any of the Leased Real Property. The Company and its Subsidiaries, as applicable, have obtained all material certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Leased Real Property in the manner in which the Leased Real Property is presently used and operated on the date hereof and will be used and operated as of the Closing Date. Each of the Company and its Subsidiaries have all material approvals and Permits (including any and all pharmacy Permits) required to be obtained by the tenant pursuant to the applicable Company Lease, in order to lease or operate the Leased Real Property as presently used and operated on the date hereof and as such Leased Real Property will be used and operated as of the Closing, and no such approvals or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that leases or operates the Leased Real Property, following the Closing to continue to lease or operate the Leased Real Property as presently used and operated on the date of this Agreement.
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Owned and Leased Real Properties. (a) Section 4.9(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property (the “Owned Real Property”) owned by the Company and its Subsidiaries. Each of the Company and its Subsidiaries, as applicable, has good, valid and marketable fee simple title to the Owned Real Property subject only to Permitted Encumbrances and has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. True and complete copies of (i) all deeds, title reports, title insurance policies and recent ALTA surveys relating to the Owned Real Property, and (ii) all documents evidencing all material Liens upon the material Owned Real Property have been furnished to Parent. There are (i) no proceedings, claims, disputes or, to the Company’s Knowledge, any conditions affecting any Owned Real Property that might reasonably be expected to interfere in any material way with the conduct of the business of the Company or its Subsidiaries on such Owned Real Property as presently conducted thereon on the date of this Agreement and as of the Closing Date, (ii) neither the whole, nor any portion of, the Owned Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Company’s Knowledge, has any condemnation, expropriation or taking been proposed or threatened, (iii) neither the Company Neither VINA nor any of its Subsidiaries owns or has received ever owned any written notice of any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any material repairs or material work to be done on any part of the Owned Real Property, which repair or work has not been completed to the satisfaction of such insurance company or board of fire underwriters, as applicable, and (iv) the Company and its Subsidiaries, as applicable, have obtained all appropriate certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is presently used and operated on the date of this Agreement and will be used and operated as of the Closing Date. True and complete copies of all such certificates and Permits, in each case that are material to the operation of the business of the Company and its Subsidiaries as presently conducted, have been furnished to Parent, to the extent that such documents are in the possession of the Company or its Subsidiaries. Each of the Company and its Subsidiaries has all material approvals and Permits (including any and all pharmacy Permits) necessary to own or operate the Owned Real Property as presently used and operated on the date of this Agreement and will be used and operated as of the Closing, and no such approvals, permits or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that owns the Owned Real Property, following the Closing, to continue to own or operate the Owned Real Property as presently used and operated on the date of this Agreementreal property.
(b) Section 4.9(b) 3.10 of the Company VINA Disclosure Schedule sets forth a true, complete and correct and complete list of all of the leasesreal property leased, subleasessubleased, licenses, Permits, occupancy agreements licensed or other instruments or Contracts, including all amendments, supplements and modifications thereto, in each case that are material to the operation of the business of the Company or its Subsidiaries as presently conducted (collectively, the “Company Leases”) pursuant to which the Company occupied by VINA or any of its Subsidiaries holds a leasehold or subleasehold estate or other similar right to use or occupy any interest in real property (collectively the "VINA LEASES") and each parcel the location of real property in which the Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”)premises. The Company has furnished or made available premises subject to Parent true, correct and complete copies of the Company Leases. VINA Leases are hereinafter referred to as "VINA LEASED PROPERTY." Except as set forth in Section 4.9(b3.10(b) of the Company VINA Disclosure Schedule: (i) each Company Lease (A) constitutes a valid and binding obligation , neither VINA, nor any of the Company, or its Subsidiary that is a party thereto, as applicable, andSubsidiaries nor, to the Company’s KnowledgeVINA's knowledge, all any other parties to such Company Lease, and (B) party is enforceable against the Company or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, except as may be limited by the Bankruptcy and Equity Exception; (ii) none of the Company or its Subsidiaries are in material breach or material default under any Company Lease; (iii) since March 31, 2013, none of the Company or its Subsidiaries have received or delivered a written notice of default or objection from or to VINA Leases (nor does there exist any party to any Company Lease to pay or perform its obligations, and, to the Company’s Knowledge, neither the Company nor any other party to any Company Lease has taken an action, condition which, solely upon the passage of time or the giving of notice or both, would constitute cause a material violation of, or material default under, a Company Lease; (iv) the Company or one of its Subsidiaries, as applicable, holds a leasehold interest in all Leased Real Property free and clear of all Liens except for Permitted Exceptions; and (v) other than in connection with ordinary course renewals, no brokerage commissions, fees or similar costs or expenses are owed by the Company or any of its Subsidiaries with respect to any Company Lease.
(c) default). Except as set forth in Section 4.9(c) 3.10 of the Company VINA Disclosure Schedule, neither the Company nor any no property subject to a VINA Lease is occupied by a third party other than VINA, and, to VINA's knowledge, no third party has a right to occupy such property other than VINA. VINA has provided to Larscom complete and correct copies of its Subsidiaries is a party to any leaseall VINA Leases, sublease, concession agreement, use and occupancy agreement, license, assignment including all amendments thereto; no term or similar arrangement under which the Company or any of its Subsidiaries is a landlord, sublessor, licensor or sublicensor or assignor condition of any of the VINA Leases has been modified, amended or waived except as shown in such copies; and there are no other agreements or arrangements whatsoever relating to VINA's or its Subsidiaries' use or occupancy of any of the VINA Leased Real Property. The Company VINA has not transferred, mortgaged or assigned any interest in any of the VINA Leases. VINA or its Subsidiaries occupies all of the VINA Leased Property except as identified in Section 3.10 of the VINA Disclosure Schedule. To VINA's knowledge, there is no pending or threatened condemnation or similar proceeding affecting any VINA Leased Property or any portion thereof, each VINA Leased Property is supplied with utilities and its Subsidiaries, as applicable, have obtained all material certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required other services sufficient to use and operate the business of VINA as presently conducted and neither the operations of the VINA on the VINA Leased Real Property Property, nor the VINA Leased Property, violate in any material manner any applicable building code, zoning requirement, or classification or statute relating to the manner in which the particular property or such operations. The VINA Leased Real Property is presently used in good operating condition and operated on repair and is suitable for the date hereof and will be used and operated as conduct of the Closing Date. Each of the Company and its Subsidiaries have all material approvals and Permits (including any and all pharmacy Permits) required to be obtained by the tenant pursuant to the applicable Company Lease, in order to lease or operate the Leased Real Property business as presently used and operated on the date hereof and as such Leased Real Property will be used and operated as of the Closing, and no such approvals or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that leases or operates the Leased Real Property, following the Closing to continue to lease or operate the Leased Real Property as presently used and operated on the date of this Agreementconducted therein.
Appears in 1 contract
Owned and Leased Real Properties. (a) Section 4.9(a) of the Company Seller Disclosure Schedule sets forth a true, correct and complete list of all real property (the “Owned Real Property”) owned by the Company and its Subsidiaries. Each of the Company and its Subsidiaries, as applicable, has good, valid and marketable fee simple title to the Owned Real Property subject only to Permitted Encumbrances and has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. True and complete copies of (i) all deeds, title reports, title insurance policies and recent ALTA surveys relating to the Owned Real Property, Property and (ii) all documents evidencing all material Liens upon the material Owned Real Property have been furnished to ParentBuyer. There are (i) no proceedings, claims, disputes or, to the Company’s Knowledge, any or conditions affecting any Owned Real Property that might reasonably be expected to curtail or interfere in any material way with the conduct of the business of the Company or its Subsidiaries on such Owned Real Property as presently conducted thereon on the date of this Agreement and as of the Closing Date, (ii) neither the whole, nor any portion of, the Owned Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Company’s Knowledge, nor has any condemnation, expropriation or taking been proposed or threatened, (iii) neither the Company nor any of its Subsidiaries has received any written notice of of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any material repairs or material work to be done on any part of the Owned Real Property, which repair or work has not been completed to the satisfaction of such insurance company or board of fire underwriters, as applicable, and (iv) the Company and its Subsidiaries, as applicable, have obtained all appropriate certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is presently used and operated on the date of this Agreement and will be used and operated as of the Closing Date. True and complete copies of all such certificates and Permits, in each case that are material to the operation of the business of the Company and its Subsidiaries as presently conducted, Permits have been furnished to Parent, to the extent that such documents are in the possession of the Company or its SubsidiariesBuyer. Each of the Company and its Subsidiaries has all material approvals and Permits (including any and all pharmacy Permits) necessary to own or operate the Owned Real Property as presently used and operated on the date of this Agreement and will be used and operated as of the Closing, and no such approvals, permits or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that owns the Owned Real Property, following the Closing, to continue to own or operate the Owned Real Property as presently used and operated on the date of this Agreement.
(b) Section 4.9(b) of the Company Seller Disclosure Schedule sets forth a true, correct and complete list of all of the leases, subleases, licenses, Permits, occupancy agreements or other instruments or Contracts, including all amendments, supplements and modifications thereto, in each case that are material to the operation of the business of the Company or its Subsidiaries as presently conducted thereto (collectively, collectively the “Company Leases”) pursuant to which the Company or any of its Subsidiaries holds a leasehold or subleasehold estate or other similar right to use or occupy any interest in real property and each parcel of real property in which the Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”). The Company has furnished or made available to Parent Buyer true, correct and complete copies of the Company Leases. Except as set forth in Section 4.9(b) of the Company Seller Disclosure Schedule: (i) each Company Lease (A) constitutes a valid and binding obligation of the Company, or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, and (B) is enforceable against the Company or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, except as may be limited by the Bankruptcy and Equity Exception; (ii) none of the Company or its Subsidiaries are in material breach or material default under any Company Lease; (iii) since March 31January 1, 20132008, none of the Company or its Subsidiaries have received or delivered a written notice of default or objection from or to any party to any Company Lease to pay or perform its obligations, and, to the Company’s Knowledge, neither the Company nor any other party to any Company Lease no event has taken an action, occurred or circumstance exists which, solely upon with the delivery of notice, the passage of time or the giving of notice or both, would constitute a material violation ofbreach or default by the Company or Subsidiary under such Company Lease, or material default underpermit the termination, a modification or cancellation of or the acceleration of rent under such Company Lease; (iv) the Company or one of its Subsidiaries, as applicable, holds a good and valid leasehold interest in all Leased Real Property free and clear of all Liens except for Permitted ExceptionsLiens; and (v) other than in connection with ordinary course renewals, no brokerage commissions, fees or similar costs or expenses are owed by the Company or any of its Subsidiaries with respect to any Company Lease. Except as set forth in Section 4.9(b) of the Seller Disclosure Schedule, the execution and delivery of this Agreement by each of Seller and the Company do not, and the consummation of the Transactions will not, (i) conflict with, or result in any violation or breach of, or constitute (with or without notice or lapse of time, or both) a default under any Company Lease, or (ii) require a consent or waiver under any of the terms, conditions or provisions of any Company Lease.
(c) Except as set forth in Section 4.9(c) of the Company Seller Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any lease, sublease, concession agreement, use and occupancy agreement, license, assignment or similar arrangement under which the Company or any of its Subsidiaries is a landlord, sublessor, licensor or sublicensor or assignor of any of the Leased Real Property. The Company and its Subsidiaries, as applicable, have obtained all material appropriate certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Leased Real Property in the manner in which the Leased Real Property is presently used and operated on the date hereof and will be used and operated as of the Closing Date. True and complete copies of all such certificates, permits and Permits have been furnished to Buyer. Each of the Company and its Subsidiaries have all material approvals and Permits (including any and all pharmacy Permits) required to be obtained by the tenant pursuant to the applicable Company Lease, in order necessary to lease or operate the Leased Real Property as presently used and operated on the date hereof and as such Leased Real Property will be used and operated as of the Closing, and no such approvals or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that leases or operates the Leased Real Property, following the Closing to continue to lease or operate the Leased Real Property as presently used and operated on the date of this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Endo Pharmaceuticals Holdings Inc)
Owned and Leased Real Properties. (a) Section 4.9(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property (the “Owned Real Property”) owned by the Company and its Subsidiaries. Each of the Company and its Subsidiaries, as applicable, has good, valid and marketable fee simple title to the Owned Real Property subject only to Permitted Encumbrances and has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. True and complete copies of (i) all deeds, title reports, title insurance policies and recent ALTA surveys relating to the Owned Real Property, and (ii) all documents evidencing all material Liens upon the material Owned Real Property have been furnished to Parent. There are (i) no proceedings, claims, disputes or, to the Company’s Knowledge, any conditions affecting any Owned Real Property that might reasonably be expected to interfere in any material way with the conduct of the business of the Company or its Subsidiaries on such Owned Real Property as presently conducted thereon on the date of this Agreement and as of the Closing Date, (ii) neither the whole, nor any portion of, the Owned Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Company’s Knowledge, has any condemnation, expropriation or taking been proposed or threatened, (iii) neither the Company Neither Larscom nor any of its Subsidiaries owns or has received ever owned any written notice of any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any material repairs or material work to be done on any part of the Owned Real Property, which repair or work has not been completed to the satisfaction of such insurance company or board of fire underwriters, as applicable, and (iv) the Company and its Subsidiaries, as applicable, have obtained all appropriate certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is presently used and operated on the date of this Agreement and will be used and operated as of the Closing Date. True and complete copies of all such certificates and Permits, in each case that are material to the operation of the business of the Company and its Subsidiaries as presently conducted, have been furnished to Parent, to the extent that such documents are in the possession of the Company or its Subsidiaries. Each of the Company and its Subsidiaries has all material approvals and Permits (including any and all pharmacy Permits) necessary to own or operate the Owned Real Property as presently used and operated on the date of this Agreement and will be used and operated as of the Closing, and no such approvals, permits or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that owns the Owned Real Property, following the Closing, to continue to own or operate the Owned Real Property as presently used and operated on the date of this Agreementreal property.
(b) Section 4.9(b) 3.10 of the Company Larscom Disclosure Schedule sets forth a true, complete and correct and complete list of all of the leasesreal property leased, subleasessubleased, licenses, Permits, occupancy agreements licensed or other instruments or Contracts, including all amendments, supplements and modifications thereto, in each case that are material to the operation of the business of the Company or its Subsidiaries as presently conducted (collectively, the “Company Leases”) pursuant to which the Company occupied by Larscom or any of its Subsidiaries holds a leasehold or subleasehold estate or other similar right (collectively the "Larscom Leases") and the locations of each such premises. The premises subject to use or occupy any interest in real property and each parcel of real property in which the Company or Larscom Leases are hereinafter referred to as collectively as "Larscom Leased Property." Neither Larscom, nor any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”). The Company has furnished or made available to Parent true, correct and complete copies of the Company Leases. Except as set forth in Section 4.9(b) of the Company Disclosure Schedule: (i) each Company Lease (A) constitutes a valid and binding obligation of the Company, or its Subsidiary that is a party thereto, as applicable, andnor, to the Company’s KnowledgeLarscom's knowledge, all any other parties to such Company Leaseparty, and (B) is enforceable against the Company or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, except as may be limited by the Bankruptcy and Equity Exception; (ii) none of the Company or its Subsidiaries are in material breach or material default under any Company Lease; (iii) since March 31, 2013, none of the Company or its Subsidiaries have received or delivered a written notice of default or objection from or to Larscom Leases (nor does there exist any party to any Company Lease to pay or perform its obligations, and, to the Company’s Knowledge, neither the Company nor any other party to any Company Lease has taken an action, condition which, solely upon the passage of time or the giving of notice or both, would constitute cause a material violation ofdefault). No property subject to a Larscom Lease is occupied by a third party other than Larscom, or material default underand, to Larscom's knowledge, no third party has a Company Lease; (iv) the Company or one of its Subsidiaries, as applicable, holds a leasehold interest in all Leased Real Property free right to occupy such property other than Larscom. Larscom has provided to Verilink complete and clear correct copies of all Liens except for Permitted ExceptionsLarscom Leases, including all amendments thereto; and (v) other than in connection with ordinary course renewals, no brokerage commissions, fees term or similar costs or expenses are owed by the Company or any of its Subsidiaries with respect to any Company Lease.
(c) Except as set forth in Section 4.9(c) of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries is a party to any lease, sublease, concession agreement, use and occupancy agreement, license, assignment or similar arrangement under which the Company or any of its Subsidiaries is a landlord, sublessor, licensor or sublicensor or assignor condition of any of the Larscom Leases has been modified, amended or waived except as shown in such copies; and there are no other agreements or arrangements whatsoever relating to Larscom's or its Subsidiaries' use or occupancy of any of the Larscom Leased Real Property. The Company Larscom has not transferred, mortgaged, or otherwise pledged or encumbered, or assigned any interest in any of the Larscom Leases. Larscom or its Subsidiaries occupies all of the Larscom Leased Property. To Larscom's knowledge, there is no pending or threatened condemnation, rezoning, or similar proceeding affecting any Larscom Leased Property or any portion thereof, each Larscom Leased Property is supplied with utilities and its Subsidiaries, as applicable, have obtained all material certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required other services sufficient to use and operate the business of Larscom as presently conducted and neither the operations of the Larscom on the Larscom Leased Real Property Property, nor the Larscom Leased Property, violate in any material manner any applicable building code, zoning requirement, or classification or statute relating to the manner in which the particular property or such operations. The Larscom Leased Real Property is presently used in good operating condition and operated on repair and is suitable for the date hereof and will be used and operated as conduct of the Closing Date. Each of the Company and its Subsidiaries have all material approvals and Permits (including any and all pharmacy Permits) required to be obtained by the tenant pursuant to the applicable Company Lease, in order to lease or operate the Leased Real Property business as presently used and operated on the date hereof and as such Leased Real Property will be used and operated as of the Closing, and no such approvals or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that leases or operates the Leased Real Property, following the Closing to continue to lease or operate the Leased Real Property as presently used and operated on the date of this Agreementconducted therein.
Appears in 1 contract
Samples: Merger Agreement (Verilink Corp)
Owned and Leased Real Properties. (a) Section 4.9(a) of the Company Disclosure Schedule sets forth a true, correct and complete list of all real property (the “Owned Real Property”) owned by the Company and its Subsidiaries. Each of the Company and its Subsidiaries, as applicable, has good, valid and marketable fee simple title to the Owned Real Property subject only to Permitted Encumbrances and has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. True and complete copies of (i) all deeds, title reports, title insurance policies and recent ALTA surveys relating to the Owned Real Property, and (ii) all documents evidencing all material Liens upon the material Owned Real Property have been furnished to Parent. There are (i) no proceedings, claims, disputes or, to the Company’s Knowledge, any conditions affecting any Owned Real Property that might reasonably be expected to interfere in any material way with the conduct of the business of the Company or its Subsidiaries on such Owned Real Property as presently conducted thereon on the date of this Agreement and as of the Closing Date, (ii) neither the whole, nor any portion of, the Owned Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the Company’s Knowledge, has any condemnation, expropriation or taking been proposed or threatened, (iii) neither the Company Neither Larscom nor any of its Subsidiaries owns or has received ever owned any written notice of any requirements or recommendations by any insurance company that has issued a policy covering any part of the Owned Real Property or by any board of fire underwriters or other body exercising similar functions, requiring or recommending any material repairs or material work to be done on any part of the Owned Real Property, which repair or work has not been completed to the satisfaction of such insurance company or board of fire underwriters, as applicable, and (iv) the Company and its Subsidiaries, as applicable, have obtained all appropriate certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required to use and operate the Owned Real Property in the manner in which the Owned Real Property is presently used and operated on the date of this Agreement and will be used and operated as of the Closing Date. True and complete copies of all such certificates and Permits, in each case that are material to the operation of the business of the Company and its Subsidiaries as presently conducted, have been furnished to Parent, to the extent that such documents are in the possession of the Company or its Subsidiaries. Each of the Company and its Subsidiaries has all material approvals and Permits (including any and all pharmacy Permits) necessary to own or operate the Owned Real Property as presently used and operated on the date of this Agreement and will be used and operated as of the Closing, and no such approvals, permits or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that owns the Owned Real Property, following the Closing, to continue to own or operate the Owned Real Property as presently used and operated on the date of this Agreementreal property.
(b) Section 4.9(b) 4.10 of the Company Larscom Disclosure Schedule sets forth a true, complete and correct and complete list of all of the leasesreal property leased, subleasessubleased, licenses, Permits, occupancy agreements licensed or other instruments or Contracts, including all amendments, supplements and modifications thereto, in each case that are material to the operation of the business of the Company or its Subsidiaries as presently conducted (collectively, the “Company Leases”) pursuant to which the Company occupied by Larscom or any of its Subsidiaries holds a leasehold or subleasehold estate or other similar right to use or occupy any interest in real property (collectively, the "LARSCOM LEASES") and each parcel the location of real property in which the Company or any of its Subsidiaries is a tenant, subtenant or occupant thereunder (the “Leased Real Property”)premises. The Company has furnished or made available premises subject to Parent true, correct and complete copies of the Company Leases. Larscom Leases are hereinafter referred to as "LARSCOM LEASED PROPERTY." Except as set forth in Section 4.9(b4.10(b) of the Company Larscom Disclosure Schedule: (i) each Company Lease (A) constitutes a valid and binding obligation , neither Larscom, nor any of the Company, or its Subsidiary that is a party thereto, as applicable, andSubsidiaries nor, to the Company’s KnowledgeLarscom's knowledge, all any other parties to such Company Lease, and (B) party is enforceable against the Company or its Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, all other parties to such Company Lease, except as may be limited by the Bankruptcy and Equity Exception; (ii) none of the Company or its Subsidiaries are in material breach or material default under any Company Lease; (iii) since March 31, 2013, none of the Company or its Subsidiaries have received or delivered a written notice of default or objection from or to Larscom Leases (nor does there exist any party to any Company Lease to pay or perform its obligations, and, to the Company’s Knowledge, neither the Company nor any other party to any Company Lease has taken an action, condition which, solely upon the passage of time or the giving of notice or both, would constitute cause a material violation of, or material default under, a Company Lease; (iv) the Company or one of its Subsidiaries, as applicable, holds a leasehold interest in all Leased Real Property free and clear of all Liens except for Permitted Exceptions; and (v) other than in connection with ordinary course renewals, no brokerage commissions, fees or similar costs or expenses are owed by the Company or any of its Subsidiaries with respect to any Company Lease.
(c) default). Except as set forth in Section 4.9(c) 4.10 of the Company Larscom Disclosure Schedule, neither no property subject to a Larscom Lease is occupied by a third party other than Larscom and, to Larscom's knowledge, except as set forth on Section 4.10 of the Company nor any Larscom Disclosure Schedule, no third party has a right to occupy such property other than Larscom. Larscom has provided to VINA complete and correct copies of its Subsidiaries is a party to any leaseall Larscom Leases, sublease, concession agreement, use and occupancy agreement, license, assignment including all amendments thereto; no term or similar arrangement under which the Company or any of its Subsidiaries is a landlord, sublessor, licensor or sublicensor or assignor condition of any of the Larscom Leases has been modified, amended or waived except as shown in such copies; and there are no other agreements or arrangements whatsoever relating to Larscom's or its Subsidiaries' use or occupancy of any of the Larscom Leased Real Property. The Company Larscom has not transferred, mortgaged or assigned any interest in any of the Larscom Leases. Larscom or its Subsidiaries occupies all of the Larscom Leased Property except as identified in Section 4.10 of the Larscom Disclosure Schedule. To Larscom's knowledge, there is no pending or threatened condemnation or similar proceeding affecting any Larscom Leased Property or any portion thereof, each Larscom Leased Property is supplied with utilities and its Subsidiaries, as applicable, have obtained all material certificates of occupancy, Permits, easements and rights of way, including proofs of dedication, required other services sufficient to use and operate the business of Larscom as presently conducted and neither the operations of Larscom on the Larscom Leased Real Property Property, nor the Larscom Leased Property, violate in any material manner any applicable building code, zoning requirement, or classification or statute relating to the manner in which the particular property or such operations. The Larscom Leased Real Property is presently used in good operating condition and operated on repair and is suitable for the date hereof and will be used and operated as conduct of the Closing Date. Each of the Company and its Subsidiaries have all material approvals and Permits (including any and all pharmacy Permits) required to be obtained by the tenant pursuant to the applicable Company Lease, in order to lease or operate the Leased Real Property business as presently used and operated on the date hereof and as such Leased Real Property will be used and operated as of the Closing, and no such approvals or Permits will be required, as a result of the Transactions, to be issued after the date hereof in order to permit the Company or its Subsidiary that leases or operates the Leased Real Property, following the Closing to continue to lease or operate the Leased Real Property as presently used and operated on the date of this Agreementconducted therein.
Appears in 1 contract
