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) Section 4.11(a) of the Disclosure Letter contains (i) a correct and complete list (including address, record owner, legal description, duration of ownership and description of uses) of all interests in real property owned by the Company or any of its Subsidiaries (all such real property, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights and other appurtenances to such real property are collectively referred to herein as the “Owned Real Property”) and (ii) 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 which the Company or any of its Subsidiaries are a party to, bound by or enjoy the benefits of (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), including the address and a description of uses by the Company and its Subsidiaries of the Leased Real Property.
(b) There are no leases, subleases, licenses, occupancy agreements, options to purchase, rights of first refusal, rights of first offer, conditional sales or similar rights with respect to any of the Real Property (other than the Real Property Leases), and there are no parties in possession of the Real Property other than the Company or its Subsidiaries.
(c) The Company and its Subsidiaries own good, valid and marketable title to each parcel of the Owned Real Property in which it has an interest, in each case free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has received any written notice that it has violated, any Law applicable to the ownership or operation of the Owned Real Property or any covenant, condition, easement or restriction of record affecting any of the Owned Real Property.
(d) The 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 and its Subsidiaries in connection with the business of the Company and its Subsidiaries. All of the Real Property has access to public roads and to all utilities necessary for the operation of the business of the Company and its Subsidiaries as now conducted. Neither the Company nor any of its Subsidiaries have received any notice of an...
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. (a) Neither the Company nor any of its Subsidiaries own any Real Property.
(b) Section 3.9(b) of the Disclosure Schedule lists all Real Property that is leased, licensed or otherwise used or occupied (but not owned) by the Company or any of its Subsidiaries (the “Leased Real Property”), identifying the entity that leases such Leased Real Property and whether such entity subleases to any third parties the use of any portion of such Leased Real Property. Except as set forth on Section 3.9(b) of the Disclosure Schedule, the entity identified as having an interest in the Leased Real Property listed on Section 3.9(b) of the Disclosure Schedule has a valid and subsisting leasehold interest in such Leased Real Property free and clear of any Encumbrances other than Permitted Encumbrances. A true and correct copy of each lease, license or occupancy agreement, and all amendments thereto, with respect to the Leased Real Property (collectively, the “Real Property Leases”) has been delivered to Parent in the Data Room, and no changes have been made to any Real Property Leases since the date of such delivery. All of the Leased Real Property is used or occupied by the Company or the Subsidiary identified in Section 3.9(b) of the Disclosure Schedule pursuant to a Real Property Lease. With respect to each Real Property Lease: (i) all rents, deposits and additional rents due pursuant to such Real Property Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Real Property Lease that has not been redeposited in full and (ii) the operation of the business of the Company and any Subsidiary as it is currently conducted at such location does not violate such Real Property Lease. The Leased Real Property is (i) in good condition and repair (subject to normal wear and tear) and (ii) sufficient for the operation of the business of the Company and its Subsidiaries as it is currently conducted. Neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy any of the Leased Real Property. Neither the Company nor any Subsidiary has received any notice of any pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of the Real Property, and to the Knowledge of the Company and the Subsidiaries, no such proceeding is threatened or contemplated.
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 6.20(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 6.20(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) No Group Company owns, or has ever owned, any real property.
(b) Section 3.12(b) of the Disclosure Schedule correctly sets out a complete list of all of the Properties leased by the Group Company and in respect of any Leases lists the expiration date of such Lease, the current landlord and tenant, the premises leased. The Group Companies have made available to the Buyer complete and accurate copies of the Leases. Section 3.12(b) of the Disclosure Schedule fully and correctly sets out a complete list of Leases and all amendments and modifications thereto. No Group Company occupies any space other than pursuant to a Lease. The Group Companies have performed all of their 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 continuing liability with respect to such terminated real property leases or otherwise in respect of any real property other than in relation to the Properties set out in Section 3.12(b) of the Disclosure Schedule. With respect to each Lease:
(i) such Lease is legal, valid, binding, enforceable and in full force and effect against the Group Company that is the party thereto, as applicable, and, to the Companies’ Knowledge, against each other party thereto;
(ii) all rent, outgoings and other sums accrued as at the date of this Agreement (including service charges, rates and insurance) have been paid and will be paid in full up to the Closing;
(iii) to the Companies’ Knowledge, no Group Company is in violation of any statutory and local authority requirements and obligations or any Law affecting the Properties, which such violation would be likely to result in material liability to any Group Company and no Group Company is in violation of the permitted uses of the Properties, which such violation would be likely to result in material liability to any Group Company;
(iv) no Group Company or, to the Companies’ Knowledge, 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 Companies’ Knowledge, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute any such breach or default by such Group Company or, to the Companies’ Knowledge, any other party under such Lease; and no event has occurred that would give rise to a termination right under such Lease;
(v) no Group Company has assigned, transferred, conv...
Owned and Leased Real Property. Neither NAI nor any NAI Subsidiary owns any real property. Set forth on Schedule 2.9 is a true, complete and accurate list of all leases of real property under which NAI or any NAI Subsidiary is either the lessor or lessee. To the best knowledge of the Sellers, each such lease is the legal, valid and binding obligation of the lessor and lessee thereof, enforceable in accordance with its terms. True, complete and correct copies of all leases have been delivered to the Buyer.
Owned and Leased Real Property. Schedule 8.1(g) contains a full and accurate description of all immovable property and real estate owned by each Credit Party or used in the course of the DAVIDsTEA Business (the “Real Property”), including a cadastral number or legal description of all such property in which it has a real right and the name and address of the landlord of any leased premises.
Owned and Leased Real Property. Operating Leases and Capital Leases 8.1.15 Environmental Disclosure 8.1.17 Intellectual Property Rights
