Owned and Leased Real Property Sample Clauses

Owned and Leased Real Property. Ventas and its Subsidiaries have good and marketable title in fee simple to, or a ground leasehold interest in, all real property (other than properties capitalized under capital leases) described as owned by them in the Disclosure Package and the Prospectus, in each case free and clear of all Liens, except (A) for Liens described in the Disclosure Package and the Prospectus and (B) for any failures to have such title or any Liens that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. Any real property held under lease by Ventas and its Subsidiaries is held under a valid and enforceable lease, except for any failures to so hold such real property that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect. To the knowledge of any of the Ventas Entities, no lessee or sublessee of any portion of any of the properties owned or leased by Ventas and/or any Subsidiary is in default under its respective lease and there is no event that, but for the passage of time or the giving of notice or both, would constitute a default under any such lease, except as described in each of the Disclosure Package and the Prospectus and except for such defaults that are not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect.

Owned and Leased Real Property. (a) No member of the Company Group owns any real property or is under Contract to acquire any interest in any real property. (b) Section 3.11(b) of the Disclosure Schedule sets forth a true and correct list of all written or oral leases, subleases, sub-subleases, licenses, concessions, occupancy agreements and any other agreements or arrangements, including any amendments, extensions, renewals, guarantees, terminations and modifications with respect thereto, for the use of real property to which the Company Group is a party or by which such real property may be bound (collectively, the “Leases,” and the real property (together with the buildings, structures, fixtures and improvements thereon) subject to any such Lease, the “Leased Real Property”). True, correct and complete copies of the Leases have been delivered or made available to Purchaser. The Company Group has good and valid title to a leasehold estate in and has possession of each Leased Real Property free and clear of all Encumbrances (except for Permitted Encumbrances). Each Lease is a legal, valid and binding agreement, except to the extent enforcement may be affected by Enforceability Exceptions. No member of the Company Group or, to the Company’s Knowledge, any Person other than the Company Group, is in breach of, or default under, in any material respect, any provisions of any Lease nor has any event occurred and no circumstances exist which, whether with or without notice or the passage of time, or both, would give rise to such a default or breach, result in a loss of any rights or result in the creation of any Encumbrance (except for Permitted Encumbrances) under such Lease. (c) The Company Group’s possession and quiet enjoyment of the Leased Real Property, as applicable, has not been disturbed and no party to any Lease has provided written notice to the Company Group of any dispute with respect thereto. There are no leases, subleases, sub-subleases, licenses, occupancy agreements, options, rights or other agreements or arrangements to which the Company Group is a party granting to any Person the right to use, occupy or otherwise obtain a real property interest in all or any portion of any Leased Real Property. (d) The Company Group has all Company Permits necessary to permit the lawful use and operation of the business as it is currently being conducted on the Leased Real Property. The Company Group is in compliance in all material respects with all Encumbrances and other matters of record...

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b) of the Disclosure Schedule sets forth a true, correct and complete list of all Leases. The Company has made available to the Buyer complete and accurate copies of the Leases, including all amendments and modifications thereto, and any guarantees thereof. Neither the Company nor any Subsidiary occupies or has a contractual or other right to occupy any space other than pursuant to a Lease. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is a party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is, in any material respect, in breach or violation of, or default under, any such Lease, and no event has occurred, is occurring, or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, granted occupancy rights with respect to, deeded in trust or encumbered any interest in the leasehold or subleasehold; and (vi) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by the Company or any Subsidiary of the property subject thereto.

Owned and Leased Real Property. (a) Neither the Company nor any Subsidiary owns, or has ever owned, any real property. (b) Section 3.11(b) of the Company Disclosure Schedule lists all Leases and lists the term of such Lease, any extension and expansion options, and the rent payable, security deposit, maintenance and like charges thereunder, and any advance rent thereunder. The Company has delivered to the Buyer complete and accurate copies of the Leases. Neither the Company nor any Subsidiary occupies any space other than pursuant to a Lease. With respect to each Lease: (i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto, subject to the Bankruptcy and Equity Exception; (ii) such Lease will continue to be legal, valid, binding, enforceable and in full force and effect against the Company or the Subsidiary that is the party thereto, as applicable, and, to the Company’s Knowledge, against each other party thereto immediately following the Closing in accordance with the terms thereof as in effect immediately prior to the Closing, subject to the Bankruptcy and Equity Exception; (iii) none of the Company, any Subsidiary or, to the Knowledge of the Company, any other party, is, in any material respect, in breach or violation of, or default under, any such Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by the Company or any Subsidiary or, to the Knowledge of the Company, any other party under such Lease; and, to the Company’s Knowledge, no event has occurred that would give rise to a termination right under such Lease; (iv) there are no disputes, oral agreements or forbearance programs in effect as to such Lease; (v) neither the Company nor any Subsidiary has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any material interest in the leasehold or subleasehold; (vi) all facilities leased or subleased thereunder are supplied with utilities and other services adequate for the present operation of said facilities; (vii) to the Knowledge of the Company, there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such Lease which would reasonably be expected to impair the curr...

Owned and Leased Real Property. Part 3.7 contains a correct legal description, street address and tax parcel identification number of all tracts, parcels and subdivided lots in which Seller has a leasehold interest and an accurate description (by location, name of lessor, date of Lease and term expiry date) of all Real Property Leases for which the Business is presently reliant.

Owned and Leased Real Property. (a) Schedule 5.20(a) sets forth, as of the Closing Date, a complete and accurate list of all real property owned by the Borrower or any of its Subsidiaries, showing as of the Closing Date, the street address, county or other relevant jurisdiction and state. (b) Schedule 5.20(b) sets forth, as of the Closing Date, a complete and accurate list of all leases of real property under which the Borrower or any of its Subsidiaries is the lessee, showing as of the Closing Date, the street address, county or other relevant jurisdiction, state, and record owner thereof. (c) The Borrower and each such Subsidiary has good, marketable and insurable fee simple title to all real property owned by it, and a valid leasehold interest in all real property leased by it, in each case free and clear of all Liens other than Permitted Liens.

Owned and Leased Real Property. (a) Section 3.11(a) of the Disclosure Letter contains a list of each lease, sublease or license pursuant to which the Company or any of its Subsidiaries leases or licenses the use or occupancy of any real property as of the date of this Agreement (each, a “Lease” and, such real property, the “Leased Real Property”). Each Lease is valid and binding on the Company and any of its Subsidiaries party thereto and, to the Company’s Knowledge, each other party thereto, and is in full force and effect. There is no material breach or default under any Lease by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other party thereto. No event has occurred that with or without the lapse of time or the giving of notice or both would constitute a material breach or default under any Lease by the Company or any of its Subsidiaries or, to the Company’s Knowledge, any other party thereto. The Company or one of its Subsidiaries that is either the tenant or licensee named under a Lease has a good and valid leasehold interest in and to the Leased Real Property, and, except to the extent of the portion of any Leased Real Property under a sublease, is in possession of the Leased Real Property. Neither the Company, any of its Subsidiaries nor any of their respective authorized agents or employees has received written notice of any claimed abatements, offsets, defenses or other bases for relief or adjustment with respect to any Lease. (b) Section 3.11(b) of the Disclosure Letter contains a list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company or the Subsidiary shown in Section 3.11(b) of the Disclosure Letter as the record owner of such parcel of Owned Real Property has good and marketable fee simple title to the Owned Real Property free and clear of all Liens other than Permitted Liens. There are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any Person to purchase or lease any Owned Real Property. (c) With respect to each Leased Real Property and Owned Real Property, (i) there are no pending or, to the Company’s Knowledge, contemplated, rezoning or special designation proceedings affecting any of the Leased Real Property or the Owned Real Property, (ii) there are no pending or, to the Company’s Knowledge, threatened, condemnation proceedings related to any of the Leased Real Property or the Owned Real Property, (iii) all of the buildings, struc...

Owned and Leased Real Property. (a) The Company and the Subsidiaries do not own any real property. Schedule 3.9 contains a list and brief description of all of the real property subject to one or more leases (the "Leased Real Property"), including the names of the lessor and the lessee. Except as stated in Schedule 3.9, the Leased Real Property constitutes all real properties used or occupied by the Company and the Subsidiaries in the connection with the Business. (b) Except as set forth on Schedule 3.9, with respect to the Leased Real Property: (i) to the best knowledge of the Company, no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and there is no threatened condemnation or Proceeding with respect thereto; (ii) all buildings and structures located on the Leased Real Property, as well as the operation and maintenance thereof, comply in all material respects with all applicable Legal Requirements, and do not violate in any respect the rights of any Person; (iii) no notice of any increase in the assessed valuation of the Leased Real Property and no notice of any contemplated special assessment has been received by the Company or any Affiliate thereof and there is no threatened increase in assessed valuation or threatened special assessment pertaining to any of the Leased Real Property; (iv) there are no contracts, agreements, instruments, licenses, commitments, leases or similar document, written or oral, to which the Company or any Affiliate thereof is a party, granting to any one or more Persons the right of use or occupancy of any portion of the parcels of the Leased Real Property; and (v) there are no Persons (other than the Company, the Subsidiaries or its lessees disclosed pursuant to clause (iv) above) in possession of the Leased Real Property.

Owned and Leased Real Property. Operating Leases and Capital Leases 8.1.15 Environmental Disclosure 8.1.17 Intellectual Property Rights

Owned and Leased Real Property. 3.14.1. Neither the Company nor any of the Company Subsidiaries owns any real property. 3.14.2. Section 3.14.2 of the Disclosure Schedule sets forth a list of, as of the date hereof, each lease, sublease, license or similar agreement (each, a “Lease”) pertaining to real property to which the Company or any Company Subsidiary is a party. As of the date hereof, the Company has delivered or made available to Buyer true and complete copies of all Leases and all material amendments thereto. 3.14.3. Section 3.14.3 of the Disclosure Schedule sets forth a list of, as of the date hereof, each lease, sublease, license or similar agreement under which the Company or any Company Subsidiary is a lessee of, or holds or operates, any real property owned by any third Person where the Company or any Company Subsidiary operates a clinic with 4-Wall EBITDA for the nine months ended September 30, 2015 in excess of $30,000 (a “Material Lease”). “Leased Real Property” shall mean any real property leased, held or operated by the Company or any Company Subsidiary pursuant to a Material Lease. With respect to each parcel of Leased Real Property, except as disclosed in Section 3.14.3 of the Disclosure Schedule: (i) neither the Company nor any Company Subsidiary has received written notice of any pending or threatened expropriation, condemnation or eminent domain proceedings or their local equivalent affecting or relating to such Leased Real Property; and (ii) neither the Company nor any Company Subsidiary has received written notice from any Governmental Entity or other Person that the use and occupancy of such Leased Real Property, as currently used and occupied, and the conduct of the business thereon, as currently conducted, violate in any material respect the applicable Material Lease or applicable Laws.