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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property. (e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Property.
Appears in 1 contract
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.
(b1) Section 3.11(b4.11(a) of the Disclosure Schedule sets forth Letter contains (i) a true correct and correct complete list (including address, record owner, legal description, duration of ownership and description of uses) of all written interests in real property owned by the Company or oral 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, subleases, sub-subleases, licenses, concessionspermits, subleases and occupancy agreements and any other agreements or arrangements, including together with any amendments, extensions, renewals, guarantees, terminations amendments thereto (each a “Real Property Lease” 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 “Real Property Leases,” and the ”), with respect to real property which the Company or any of its Subsidiaries are a party to, bound by or enjoy the benefits of (together with the buildings, structures, fixtures and improvements thereon) subject to any such Lease, the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). True, correct including the address and complete copies a description of uses by the Company and its Subsidiaries 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 Property.
(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 2) Except as set forth in Section 4.11(a) of the Company Group orDisclosure Letter, 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 Owned Real Property and, to the Company’s Knowledge, any Person of the Leased Real Property (other than the Real Property Leases), and there are no parties in possession of the Real Property other than the Company Groupor its Subsidiaries.
(3) The Company and its Subsidiaries own good, is valid and marketable title to each parcel of the Owned Real Property in breach ofwhich it has an interest, or default underin 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 since the Acquisition Date that it has violated, in any material respect, any provisions Law applicable to the ownership or operation of the Owned Real Property or any Lease nor has covenant, condition, easement or restriction of record affecting any event occurred and no circumstances exist whichof the Owned Real Property, 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 Leasethose violations that have been cured in all material respects.
(c4) The Company Group’s possession and quiet enjoyment Except as set forth in Section 4.11(a) of the Leased Disclosure Letter, the Real PropertyProperty constitutes all of the land, as applicablebuildings, has not been disturbed structures, improvements, fixtures and no party to any Lease has provided written notice to other interests and rights in real property that are used or occupied by the Company Group and its Subsidiaries in connection with the business 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 and its Subsidiaries. All of the Real Property has access to any Person public roads and to all utilities necessary for 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 affecting the Leased Real Property, and no member of the Company Group has and its Subsidiaries as now conducted. Since the Acquisition Date, neither the Company nor any of its Subsidiaries have received any written notice alleging a default in of any material respect under any Encumbrance discontinuation of presently available or otherwise necessary access, sewer, water, electric, gas, telephone or other matter utilities or services for the Real Property and, to the Company’s Knowledge, there do not exist any adverse claims to such access, sewer, water, electric, gas, telephone or other utilities or services that would materially adversely affect the use currently being made of recordsuch access, sewer, water, electric, gas, telephone or other utilities or services. No member All public utilities required for the operation of the Real Property by the Company and its Subsidiaries and necessary for the conduct of the business of the Company Group has received any written notice from any Governmental Authority assertingand its Subsidiaries are installed and operating in all material respects, nor and all installation and connection charges, to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Propertyare paid in full.
(e5) There is no tax assessment pending or, to the Company’s Knowledge, threatened Legal Action regarding condemnation or other eminent domain matter affecting any of the Owned Real Property or any sale or other disposition of any of the Owned Real Property in writing lieu of condemnation.
(6) Each parcel of the Owned Real Property is assessed separately from all other adjacent property for purposes of real estate taxes. No action seeking a reduction in real estate taxes imposed upon the Owned Real Property or the assessed valuation thereof (or any portion thereof) (i) has been settled since the Acquisition Date or (ii) is currently pending.
(7) True, correct and complete copies of all material plans and specifications relating to the Real Property in the possession or control of the Seller have been made available to Buyer.
(8) Neither the Company nor any of its Subsidiaries has any existing or executory oral or written agreement with any real estate broker, agent or finder with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or.
(9) Except for Permitted Liens, to the Company’s Knowledge, threatened in writing relating to no Person (other than the ownershipCompany or any of its Subsidiaries) has any interest in, leaseor rights to, usethe mineral, occupancy or operation by any Person oil, gas, and other natural resources arising from the Owned Real Property.
(10) All of the Leased Owned Real Property. There are no condemnationProperty (i) since the Acquisition Date, eminent domain or compulsory purchase proceedings or claims pending orhas been maintained in accordance with historical practices of the Company and its Subsidiaries since the Acquisition Date, with, to the Company’s Knowledge, threatened in writing no material items of deferred maintenance or capital expenditures, and (ii) is adequate and, to the Company’s Knowledge, suitable for the purposes for which it is presently being used. To the Company’s Knowledge, there are no material structural defects with respect to the buildings, structures and other improvements situated on any portion of the Leased Owned Real Property. There are no pending claims initiated by or on behalf None of the Company Group to change improvements located on the Owned Real Property or redefine the zoning or land use classification, and no member uses being made of the Real Property by the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to or any of the Leased Real Property.its Subsidiaries requires any special dispensation, variance or special permit under any Law that has not been properly obtained in any material respect, except as set forth in Section 4.11(j)
Appears in 1 contract
Samples: Stock Purchase Agreement (Star Equity Holdings, Inc.)
Owned and Leased Real Property. (a) No member of Neither the Company Group nor the Subsidiary owns any real property or is under Contract to acquire any interest in any real property.
(b) . Section 3.11(b2.14(a) of the Disclosure Schedule sets forth a true and correct list of lists 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 leased or subleased to which the Company Group is or the Subsidiary as of the date of this Agreement or leased by Parent, Seller or an Affiliate of Seller other than the Company or a party Subsidiary and are used in the conduct of the business of the Company or by which such real property may be bound the Subsidiary (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”"). TrueNeither the Company nor the Subsidiary uses any real property other than the Leased Real Property. Seller has made available to Buyer true, correct and complete copies of the Leases have been delivered or made available leases and subleases (as amended to Purchaser. The Company Group has good date) and valid title other agreements for occupancy, including all amendments, extensions and other modifications thereto as of the date of this Agreement with respect to a leasehold estate in and has possession of each Leased Real Property free and clear of all Encumbrances (each, a "Real Property Lease" and, collectively, the "Real Property Leases").
(b) With respect to each Real Property Lease, except for Permitted Encumbrances). Each as would not have a Company Material Adverse Effect:
(i) Such Real Property Lease is a legal, valid and binding agreement, except to the extent enforcement may be affected by Enforceability Exceptions. No member obligation of the Company Group oror the Subsidiary, and is in full force and effect;
(ii) Neither the Company or the Subsidiary, nor, to the Company’s KnowledgeParent's and Seller's knowledge, any Person other than the Company Group, party to such Real Property Lease is in breach ofor default, or default underand, in any material respectto Parent's and Seller's knowledge, any provisions of any Lease nor no event has any event occurred and no circumstances exist which, whether with or without notice or the passage lapse of time, would constitute a breach or both, would give rise to such a default or breachpermit termination, result modification or acceleration thereunder; and
(iii) to Parent's and Seller's knowledge, there are no disputes, oral agreements or forbearance programs in a loss of any rights or result in effect as to the creation of any Encumbrance (except for Permitted Encumbrances) under such LeaseReal Property Leases.
(c) The Company Group’s possession and quiet enjoyment Leased Real Property is sufficient for the continued conduct of the Leased Real Property, as applicable, has not been disturbed and no party to any Lease has provided written notice to respective businesses of the Company Group of any dispute with respect thereto. There and the Subsidiary in substantially the same manner as such businesses 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 Propertycurrently conducted.
(d) The Company Group has all Company Permits necessary to permit property covered by such Real Property Leases may legally be used for the lawful use and operation of the business as it is currently being operations presently conducted thereon. The improvements on the Leased Real Property. The Company Group is properties are in compliance in all material respects with all Encumbrances commercially reasonable operating condition and other matters of record affecting repair and are suitable for the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Propertypurposes for which they are currently used.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of Neither the Company Group to change nor the Subsidiary, as applicable, has assigned, transferred, conveyed, mortgaged, deeded in trust or redefine the zoning or land use classification, and no member encumbered any of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to its interest in any of the Leased Real PropertyProperty Leases.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Emergent Information Technologies Inc)
Owned and Leased Real Property. (a) No member Schedule 3.5(a) attached hereto contains a true and complete list of all Real Property owned by each Corporation (the "Owned Realty"). A true, complete and accurate copy of the Company Group owns most recent title policies with respect to the Owned Realty have been delivered to Purchaser (the "Title Policies"). The status of the Owned Realty as set forth on such Title Policies is true and accurate in all material respects, and no event has occurred since the date of any real property or is under Contract to acquire any interest of the Title Policies which would result in any real propertythe Title Policies not being true and accurate in all material respects.
(b) Section 3.11(bSchedule 3.5(b) of the Disclosure Schedule sets forth a true and correct list of attached hereto lists 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, contracts for the use lease by each Corporation, as lessee, of real property Real Property (the "Real Property Leases"). Except as set forth on Schedule 3.5(b), all Real Property Leases are in writing and a copy of each such Real Property Lease has been delivered to which the Company Group is a party Purchaser, and there are no amendments to 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 modifications of 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 (Lease except for Permitted Encumbrancesas set forth on Schedule 3.5(b). Each Lease is a legalCorporation has performed all obligations required to be performed by it to date under the Real Property Leases, valid and binding agreement, except to the extent enforcement may be affected by Enforceability Exceptions. No member Knowledge of the Company Group or, to the Company’s Knowledge, any Person Sellers no other than the Company Group, party is in breach of, default (or would be in default under, in any material respect, any provisions on the giving of any Lease nor has any event occurred and no circumstances exist which, whether with or without notice or the passage lapse of time, 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 any Real Property Lease.
(c) The Company Group’s possession and quiet enjoyment None of the Leased Real PropertyProperty is in violation of applicable building or zoning laws, 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 theretorules or ordinances. There are no leases, subleases, sub-subleases, licenses, now in full force and effect for each location of Real Property duly issued certificates of occupancy agreements, options, permitting such Real Property to be legally used and occupied as the same is now constituted. No fact or condition exists that would prohibit or adversely affect ordinary rights or other agreements or arrangements of access to which and from such Real Property and from and to existing public roadways. No special assessments currently affect 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does of Sellers, there exist, any violation of any applicable Law with respect are no planned or public improvements that are reasonably likely to affect adversely the Leased Real Property.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There To the Knowledge of Sellers, neither the whole nor any part of the Real Property is no writsubject to any governmental decree or order to be sold or is being condemned, injunction, decree, order expropriated or judgment outstandingotherwise taken by any public authority with or without payment of compensation therefor, nor has any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no such condemnation, eminent domain expropriation or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Propertytaking been proposed.
Appears in 1 contract
Owned and Leased Real Property. (a) No member of SRT does not own, and the Company Group owns any real property or is under Contract to acquire any interest in Acquired Assets do not include, any real property.
(b) Section 3.11(b) of . The Disclosure Schedule lists all real property leased or subleased to SRT or included in the Acquired Assets. Seller has set forth on 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 made available 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, Buyer correct and complete copies of the Leases have been delivered or made available leases and subleases (as amended 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 date) listed therein (except for Permitted Encumbrancesthe "LEASES"). Each With respect to each such Lease:
(a) the Lease is a legal, valid valid, binding and binding agreementenforceable obligation of SRT or Seller (as the case may be) and, to Seller's knowledge, each other party to such Lease, except as enforceability as to such other party may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses;
(b) neither SRT or Seller nor, to Seller's knowledge, any other party 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, Lease is in breach of, or default underand, in any material respectto Seller's knowledge, any provisions of any Lease nor no event has any event occurred and no circumstances exist which, whether with or without notice or the passage lapse of time, time or both, would give rise to such constitute a breach or default or breachpermit termination, result in a loss of any rights modification or result in the creation of any Encumbrance (except for Permitted Encumbrances) under such Lease.acceleration thereunder;
(c) The Company Group’s possession and quiet enjoyment of the Leased Real Propertyto Seller's knowledge, there are no disputes, oral agreements or forbearance programs in effect 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.Lease;
(d) The Company Group neither SRT nor Seller has all Company Permits necessary to permit assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance leasehold or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor subleasehold to the Company’s Knowledge does Lease;
(e) to Seller's knowledge, there existare no pending or overtly threatened condemnation proceedings, any violation of any applicable Law lawsuits or administrative actions with respect to the Leased Real Property.property subject to the Lease; and
(ef) There is no tax assessment pending or, to neither SRT nor Seller has waived any material rights under the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real PropertyLease.
Appears in 1 contract
Owned and Leased Real Property. (a) No member Set forth in Section 3.12(a) of the Company Group owns any Disclosure Letter is a list of the real property owned by the Company (the “Owned Real Property”) together with the legal description of each parcel of Owned Real Property, a description of the title insurance policy or is under Contract other evidence of title issued with respect thereto and a description of the type of use of each such parcel. Except for Permitted Liens and easements and Liens set forth in Section 3.12(a) of the Disclosure Letter, none of which are substantial in character or amount and none of which detract from the value or interfere with the use of the property in any material way, the Company has good and marketable title to the Owned Real Property free and clear of all options, leases, covenants, conditions, easements, agreements, claims, and other Liens of every kind and there exists no restriction or limitation on the use or transfer of such property. Seller has no interest in or any right or obligation to acquire any interest in any real propertythe Owned Real Property.
(b) Set forth in Section 3.11(b3.12(b) of the Disclosure Schedule sets forth Letter hereto is a true and correct list description 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 each lease under which the Company Group is a party or by which such real property may be bound (collectively, the “Leases,” and the lessee of any real property (together with the buildings, structures, fixtures and improvements thereon) subject to any such Lease, the “Leased Real Property”). TrueThe Company has made available to Buyer a true, correct and complete copies copy of each lease identified on Section 3.12(b) of the Leases Disclosure Letter. The premises or property described in such leases are presently occupied or used by the Company as lessee under the terms of such leases. All rentals due under such leases have been delivered or made available to Purchaser. The Company Group has good paid 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 there exists no default by Enforceability Exceptions. No member of the Company Group or, or by any other party to such leases under the Company’s Knowledge, any Person other than the Company Group, is in breach of, or default under, in any material respect, any provisions terms of any Lease nor has any event occurred such leases and no circumstances exist event has occurred which, whether with or without notice upon passage of time or the passage giving of timenotice, or both, would give rise result in any event of default by the Company or by any other party to such a default leases, or breach, result in a loss prevent or limit the Company from exercising and obtaining the benefits of any rights or result options contained therein. The Company has all right, title and interest of the lessee under the terms of said leases, free of all Liens other than Permitted Liens and to Seller’s knowledge all such leases are valid and in the creation of any Encumbrance (except for Permitted Encumbrances) under such Leasefull force and effect.
(c) The To Seller’s knowledge, all improvements located on, and the use presently being made of, the Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by Law and the same use thereof by the Company Groupand Buyer following Closing will not result in any violation of any such code, ordinance, regulation or standard. To Seller’s possession knowledge, the present use and quiet enjoyment operation of the Leased Real PropertyProperty does not constitute a non-conforming use and is not subject to a variance. To Seller’s knowledge, as applicablethere is no proposed, has not been disturbed and no party to pending or threatened change in any Lease has provided written notice to the Company Group of any dispute with respect thereto. There are no leasessuch code, subleasesordinance, sub-subleases, licenses, occupancy agreements, options, rights regulation or other agreements or arrangements to standard which the Company Group is would have 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 PropertyMaterial Adverse Effect.
(d) The At and after the Closing, the Company Group has shall have all Company Permits rights, easements and agreements necessary to permit for the lawful use and operation maintenance of water, gas, electric, telephone, sewer or other utility pipelines, poles, wires, conduits or other like facilities, and appurtenances thereto, over, across and under the business as it is currently being conducted on the Leased Real Property. The Company Group No proceeding is in compliance in all material respects with all Encumbrances and other matters of record affecting pending or, to Seller’s knowledge, threatened which could adversely affect the Leased Real Property, and no member zoning classification of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property.
(e) There is no tax unpaid property Tax, levy or assessment against the Real Property (except for Liens relating to Taxes not yet due and payable), nor is there pending or, to or threatened any condemnation proceeding against the Company’s Knowledge, threatened in writing with respect to Real Property or any portion thereof. To Seller’s knowledge, no part of any improvements on the Leased Real Property encroaches upon any property adjacent thereto or upon any easement, nor is there any encroachment or overlap upon the Real Property. There is no writ.
(f) To Seller’s knowledge, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect condition affecting the Real Property or the improvements located thereon which requires repair or correction to any of restore the Leased Real Propertysame to reasonable operating condition.
Appears in 1 contract
Owned and Leased Real Property. (a) No member Section 3.11(a) of the Disclosure Letter contains a list of each lease or license pursuant to which the Company Group owns 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 Contract to acquire any a Lease has a good and valid leasehold interest in each parcel of real property that is subject to the Lease and is in possession of the properties purported to be leased or licensed thereunder. Neither the Company, any real propertyof 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 Schedule sets forth Letter contains 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 owned by the Company Group is a party or by which such real property may be bound any of its Subsidiaries (collectively, the “Leases,” and the real property (together with the buildings, structures, fixtures and improvements thereon) subject to any such Lease, the “Leased Owned Real Property”). True, correct and complete copies of the Leases have been delivered or made available to Purchaser. The Company Group or one of its Subsidiaries has good and valid marketable fee simple title to a leasehold estate in and has possession of each Leased the Owned Real Property and to all of the buildings, structures and other improvements thereon free and clear of all Encumbrances (except for Liens other than Permitted Encumbrances)Liens. Each Lease is a legalThere are no outstanding agreements, valid and binding agreementoptions, except to rights of first offer or rights of first refusal on the extent enforcement may be affected by Enforceability Exceptions. No member part 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 to purchase 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 LeaseOwned Real Property.
(c) The Company Group’s possession With respect to each Leased Real Property and quiet enjoyment of the Leased Owned 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 (i) 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to contemplated, rezoning or special designation proceedings affecting any portion of the Leased Real Property or the Owned Real Property. There is , (ii) there are no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownershipthreatened, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase condemnation proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect related to any of the Leased Real Property or the Owned Real Property, and (iii) all of the buildings, structures, appurtenances and other improvements situated on any of the Leased Real Property or the Owned Real Property have been maintained in accordance with the Company’s usual business practices, and are in good operating condition and in a state of good maintenance and repair, are adequate for the purposes for which they are presently being used and, with respect to each, the Company and its Subsidiaries have adequate rights of ingress and egress for operation of their respective businesses in the ordinary course of business, and none of such buildings, structures, appurtenances, fixtures or other improvements, nor the operation or maintenance thereof, violates any restrictive covenant, applicable building, zoning or other land-use Laws.
Appears in 1 contract
Samples: Merger Agreement (Roadrunner Transportation Systems, Inc.)
Owned and Leased Real Property. (a) No member As of the date hereof, the Company Group owns any real property or is under Contract to acquire any interest in does not own any real property.
(b) Section 3.11(bSchedule 3.16(b) attached hereto sets forth, as of the Disclosure Schedule sets forth a true and correct list date hereof, the street address 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 each parcel of real property to which is leased by the Company Group is a party or by which as lessee together with the identity of the lessor of such real property may be bound (collectively, the “Leases,” and the all such real property (together with the buildings, structures, fixtures and improvements thereon) subject to any such Lease, being hereinafter collectively 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 EncumbrancesExcept as set forth on Schedule 3.14(c). 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 Companybest of Seller’s Knowledgeknowledge, any Person other than the Company Group, is in breach of, has a valid and enforceable leasehold interest under the lease for the Leased Real Property. Neither Seller or default under, in the Company has received any material respect, any provisions written notice of any Lease nor has any default or event occurred and no circumstances exist whichthat, whether with or without notice or the passage lapse of time, or both, would give rise to such constitute a default or breach, result in a loss of any rights or result in the creation material term of any Encumbrance (except for Permitted Encumbrances) under such Leasereal property lease. Prior to the date hereof, true, correct and complete copies of each lease of any Leased Real Property have been delivered to Purchaser. Seller is not the owner, lessor or lessee of any Leased Real Property utilized by the Company.
(c) The Company Group’s possession Except: (i) as set forth on Schedule 3.16(c), and quiet enjoyment of the Leased Real Property(ii) Permitted Encumbrances, 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 there are no leases, subleases, sub-subleases, licenses, occupancy agreements, options, rights rights, concessions or other agreements or arrangements to which Seller or the Company Group is a party party, granting to any Person the right to use, use or occupy or otherwise obtain a real property interest in all or any portion of any the Leased Real Property. Except as set forth on Schedule 3.16(c), the Leased Real Property constitutes all interests in real property currently used or operated by the Company or currently held by the Company for use in connection with the Business.
(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 Property and the improvements are sufficiently supplied in all material respects with all Encumbrances utilities and other matters services as reasonably necessary for the operation of record affecting the such Leased Real Property, Property and no member of the Company Group improvements as currently operated. Seller has not received any written notice alleging a default regarding any proceedings in any material respect under any Encumbrance eminent domain or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property.
(e) There is no tax assessment proceedings pending or, to the Company’s Knowledgeknowledge of Seller, threatened threatened, in writing with respect to each case directly affecting any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, Neither Seller nor the Company has received any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of written notice which remains uncured that the Leased Real Property. There are no condemnationProperty violates any Law, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member restriction of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect a Governmental Authority applicable to any of the Leased Real Property.
Appears in 1 contract
Owned and Leased Real Property. (a) No member of the The Company Group owns any real property or is under Contract does not own, has never owned, and has not agreed to acquire any real or immovable property or any other ownership interest in any real or immovable property.
(b) Section 3.11(b) Schedule 4.8 sets forth the municipal addresses 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 only real property to which leased by 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”). TrueExcept as disclosed in Schedule 4.8, correct the Company is not a party to any accepted promises or offers to lease or sublease, agreements to lease or sublease, leases, subleases, renewals of leases or of subleases, permits, operating agreements or other rights or licenses to possess or to occupy any premises wherever located, other than the lease (the “Lease”) described in Schedule 4.8 relating to the Leased Real Property. For clarity, for the purposes of this section 4.8, collocation services and complete copies other data center products or services offered pursuant to the Company’s customer contracts shall not be deemed to constitute a lease or sublease of any sort or any of the Leases have been delivered or made available aforementioned arrangements. Subject to Purchaser. The the foregoing sentence and the terms of the sub-lease with identified in Schedule 4.8, the Company Group has good and valid title to a leasehold estate in and has possession of each occupies the Leased Real Property free and clear has the exclusive right to occupy and use the Leased Real Property, subject to the rights of all Encumbrances (except for Permitted Encumbrances)the landlord under the Lease and applicable Law. Each The Lease is a legalin good standing and in full force and effect, valid and binding agreement, except to the extent enforcement may be affected by Enforceability Exceptions. No member of neither the Company Group ornor, to the Company’s Knowledgeknowledge, any Person other than the Company Groupparty thereto, is in breach of, or default under, in any material respect, any provisions of any Lease nor covenants, conditions or obligations contained therein. The Sellers have provided a true copy of each Lease, together with all amendments thereto, to the Purchaser. The Company has never leased, occupied (whether as lessee or licensee), managed or otherwise controlled any event occurred and no circumstances exist which, whether with or without notice or real property other than 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 LeaseLeased Real Property.
(c) The Except as disclosed in Schedule 4.8, the Company Group’s possession and quiet enjoyment of the Leased Real Propertyis not a party, as applicablelessor or sublessor, has not been disturbed and no party to any Lease has provided written notice lease, agreement to the Company Group lease or offer to lease in respect of any dispute with respect thereto. There are no leases, subleases, sub-subleases, licenses, occupancy agreements, options, rights immovable 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 To the Company’s knowledge, all buildings, structures, appurtenances fixtures and other improvements forming part of the Leased Real Property are in good operating conditions and are adequate and suitable for the purposes for which they are currently being used, and the Company Group has all Company Permits necessary to permit adequate rights of ingress and egress for the lawful use and operation of the business as it is currently being conducted on Business in the Leased Real PropertyOrdinary Course. The Company Group is in compliance in all material respects with all Encumbrances and None of such buildings, structures, appurtenances, fixtures or other matters of record affecting improvements (or any equipment therein), nor the Leased Real Propertyoperation or maintenance thereof, and no member of the Company Group has received any written notice alleging a default violates, in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there existrespect, any violation restrictive covenant or any provision of any applicable Law Laws, or encroaches, in any material respect, on any property owned by others, except as disclosed in Schedule 4.8.
(e) Unless otherwise disclosed in Schedule 4.8, all of the construction work described in Schedule 4.8 has been fully paid for and completed in accordance with respect to applicable Laws and the Lease for the Leased Real Property.
(ef) There is no tax assessment pending orWithout limiting the generality of the foregoing, subject to the Company’s Knowledgedisclosures set out in Schedule 4.8:
(i) the Leased Real Property, threatened the current uses thereof and the conduct of the Business comply with all applicable Laws, including those dealing with zoning, parking, access, loading facilities, landscaped areas, building construction, fire and public health and safety and Environmental Laws;
(ii) no alteration, repair, improvement or other work has been ordered, directed or requested in writing with by any governmental authority to be done or performed to or in respect to any portion of the Leased Real Property. There is no writProperty or to any of the plumbing, injunctionheating, decreeelevating, order elevator, escalator, moving walk, water, drainage or judgment outstandingelectrical systems, nor fixtures or works therein or thereon, which has not been completed, and none of the Sellers know of any Proceeding pending orwritten notification having been given to it of any such outstanding work being ordered, to the Company’s Knowledgedirected or requested, threatened other than those which have been complied with;
(iii) all accounts for work and services performed and materials placed or furnished upon or in writing relating to the ownership, lease, use, occupancy or operation by any Person respect of the Leased Real Property. There are Property have been fully paid and satisfied, and no condemnation, eminent domain Person is entitled to register a legal hypothec against the Leased Real Property or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened any part thereof;
(iv) there is nothing owing in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated Property by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any municipal corporation or to any other corporation or commission owning or operating a public utility for water, gas, electrical power or energy, steam or hot water, or for the use thereof, other than current accounts in respect of which the payment due date has not yet passed and which are reserved for;
(v) no part of the Leased Real PropertyProperty has been taken or expropriated by any governmental authority, nor has any notice or proceeding in respect thereof been given or commenced;
(vi) the Leased Real Property (including all buildings, improvements and fixtures) is fit for its present use, there are no material or structural repairs or replacements that are necessary or advisable and, without limiting the foregoing, there are no repairs to, or replacements of, the roof or the mechanical, electrical, heating, ventilating, air conditioning, water, plumbing or drainage equipment or systems located in or servicing the Leased Real Property that are necessary for the purposes of operating the Data Center in the Ordinary Course; and the Leased Real Property is not currently undergoing any alteration or renovation nor is any such alteration or renovation contemplated;
(vii) the Leased Real Property is not classified or otherwise protected under an Act respecting the preservation of agricultural land and agricultural activities (Québec); and
(viii) the Leased Real Property is fully serviced by public utilities necessary for the occupation of such property and has suitable access to public roads, and there are no outstanding levies, charges or fees assessed against any Leased Real Property by each governmental authority (including development or improvement levies, charges or fees) other than as reflected on the property tax bills for such property.
Appears in 1 contract
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 The Assets do not include any real property.
(b) Section 3.11(b) of the . The Disclosure Schedule sets forth a true and correct list of lists 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 leased or subleased to each Asset Seller which is utilized in the Company Group is a party or by which such real property may be bound (collectively, Technical Services Business. The Seller has made available to 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, Buyer correct and complete copies of the Leases have been delivered or made available leases and subleases (as amended 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 date) listed therein (except for Permitted Encumbrancesthe "Leases"). Each With respect to each such Lease, except as would not reasonably be expected to have a TSB Material Adverse Effect or materially impair the Technical Services Business' ability to occupy or use the property subject to such Lease in a manner consistent with current usage:
(a) the Lease is a legal, valid valid, binding and binding agreement, except to the extent enforcement may be affected by Enforceability Exceptions. No member enforceable obligation of the Company Group orAsset Seller which is a party to such Lease and, to the Company’s KnowledgeSeller's knowledge, of each other party to such Lease, except as the foregoing may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or other similar laws relating to or affecting the rights of creditors generally and by equitable principles, including without limitation those limiting the availability of specific performance, injunctive relief and other equitable remedies and those providing for equitable defenses;
(b) neither an Asset Seller nor, to the Seller's knowledge, any Person other than party to the Company Group, Lease is in breach ofor default, or default underand, in any material respectto the Seller's knowledge, any provisions of any Lease nor no event has any event occurred and no circumstances exist which, whether with or without notice or the passage lapse of time, would constitute a breach or both, would give rise to such a default or breachpermit termination, result in a loss of any rights modification or result in the creation of any Encumbrance (except for Permitted Encumbrances) under such Lease.acceleration thereunder;
(c) The Company Group’s possession and to the Seller's knowledge, there are no disputes, oral agreements or forbearance programs in effect as to the Lease;
(d) no Asset Seller has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in a leasehold or subleasehold subject to the Lease;
(e) to the Seller's knowledge, there are no pending or overtly threatened condemnation proceedings, lawsuits or administrative actions with respect to the property subject to the Lease; and
(f) the applicable Asset Seller has quiet enjoyment of the Leased Real Property, as applicable, has not been disturbed and no party to any Lease has provided written notice to Facility which is 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 subject 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real PropertyLease.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Property.
Appears in 1 contract
Owned and Leased Real Property. (a) No member Neither Public Company nor any of the Company Group its Subsidiaries 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 Public Company has delivered to Merger Partner complete and correct list accurate copies of all written or oral leases, subleases, sub-subleases, licenses, concessions, occupancy agreements material Leases of Public Company and its Subsidiaries. Neither Public Company nor any Subsidiary occupies any space other agreements or arrangements, including any amendments, extensions, renewals, guarantees, terminations and modifications with than pursuant to a Lease. 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 each such Lease, except as would not, individually or in the “Leased Real Property”). Trueaggregate, correct and complete copies of the Leases have been delivered or made available reasonably be expected to Purchaser. The result in a Public 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 Material Adverse Effect:
(except for Permitted Encumbrances). Each i) such Lease is a legal, valid valid, binding, enforceable and binding agreementin full force and effect against Public Company or its Subsidiary that is the party thereto, except as applicable, and, to the extent enforcement may Knowledge of Public Company, against each other party thereto;
(ii) such Lease will continue to be affected by Enforceability Exceptions. No member legal, valid, binding, enforceable and in full force and effect against Public Company or the Subsidiary that is the party thereto, as applicable, and, to the Knowledge of Public Company, 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 Public Company, any Subsidiary of Public Company Group or, to the Knowledge of Public Company’s Knowledge, any Person other than the Company Groupparty, is in breach or violation of, or default under, in any material respectsuch Lease, any provisions of any Lease nor has any event occurred and no circumstances exist event has occurred, is pending or, to the Knowledge of Public Company, is threatened, which, whether after the giving of notice, with or without notice or the passage lapse of time, or bothotherwise, would constitute any such breach or default by Public Company or any Subsidiary of Public Company or, to the Knowledge of Public Company, any other party under such Lease; and no event has occurred that 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) termination right under such Lease;
(iv) neither Public Company nor any Subsidiary of Public Company has assigned, transferred, conveyed, mortgaged, subleased, licensed, deeded in trust or encumbered any interest in the leasehold or subleasehold; and
(v) to the Knowledge of Public Company, there are no Liens (other than Permitted Liens) applicable to the real property subject to such Lease which would reasonably be expected to impair the current uses or the occupancy by Public Company or any Subsidiary of Public Company of the property subject thereto.
(c) The Each of Public Company Group’s possession and quiet enjoyment its Subsidiaries owns, and has good and valid title to, or, in the case of leased properties and assets, valid leasehold interests in, all tangible properties or tangible assets and equipment used or held for use in its business or operations or purported to be owned by it, in each case, that are material to Public Company and its Subsidiaries, taken as a whole, including: (A) all such tangible assets reflected on the Leased Real PropertyPublic Company Financial Statements and (B) all other such tangible assets reflected in the books and records of Public Company or any of its Subsidiaries as being owned by Public Company or such Subsidiary. All of such assets are owned or, as applicablein the case of leased assets, has not been disturbed and no party to leased by Public Company or any Lease has provided written notice to the Company Group of its Subsidiaries free of any dispute with respect thereto. There are no leases, subleases, sub-subleases, licenses, occupancy agreements, options, rights or Liens 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 Propertythan Permitted Liens.
(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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Calyxt, Inc.)
Owned and Leased Real Property. (a) No member of Neither the Company Group owns nor the Subsidiary own any real property or is under Contract to acquire any interest in any real property.(the “Owned Real Property
(b) Section Set forth in Schedule 3.11(b) ), which is to be provided prior to Closing, is a description 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 each lease under which the Company Group is a party or by which such real property may be bound (collectively, Acquired Companies are the “Leases,” and the lessee of any real property (together with the buildings, structures, fixtures and improvements thereon) subject to any such Lease, the “Leased Real Property”). TrueThe Acquired Companies have made available to Buyer a true, correct and complete copies copy of each lease identified on Schedule 3.11(b) which is to be provided prior to Closing. The premises or property described in such leases are presently occupied or used by the Leases Acquired Companies as lessee under the terms of such leases. All rentals due under such leases have been delivered paid and there exists no default by the Acquired Companies or made available by any other party to Purchaser. The Company Group has good and valid title to a leasehold estate in and has possession such leases under the terms 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 such leases and no circumstances exist event has occurred which, whether with or without notice upon passage of time or the passage giving of timenotice, or both, would give rise result in any event of default by the Acquired Companies or by any other party to such a default leases, or breach, result in a loss prevent or limit the Acquired Companies from exercising and obtaining the benefits of any rights or result options contained therein. The Acquired Companies have all right, title and interest of the lessee under the terms of said leases, free of all Liens other than Permitted Liens and, all such leases are valid and in the creation of any Encumbrance (except for Permitted Encumbrances) under such Leasefull force and effect.
(c) All improvements located on, and the use presently being made of, the Leased Real Property comply with all applicable zoning and building codes, ordinances and regulations and all applicable fire, environmental, occupational safety and health standards and similar standards established by Law and the same use thereof by the Acquired Companies and Buyer following Closing will not result in any violation of any such code, ordinance, regulation or standard. The Company Group’s possession present use and quiet enjoyment operation of the Leased Real Property, as applicable, has Property does not been disturbed constitute a non-conforming use and no party is not subject to any Lease has provided written notice to the Company Group of any dispute with respect theretoa variance. There are is no leasesproposed, subleasespending or threatened change in any such code, sub-subleasesordinance, licenses, occupancy agreements, options, rights regulation or other agreements or arrangements to standard which the Company Group is would have 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 PropertyMaterial Adverse Effect.
(d) The Company Group has all Company Permits necessary to permit No proceeding is pending or, threatened which could adversely affect the lawful use and operation zoning classification 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of condition affecting the Leased Real Property. There is no writ, injunction, decree, order Property or judgment outstanding, nor any Proceeding pending or, the improvements located thereon which requires repair or correction to restore the Company’s Knowledge, threatened in writing relating same to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Propertyreasonable operating condition.
Appears in 1 contract
Samples: Stock Purchase Agreement (First Choice Healthcare Solutions, Inc.)
Owned and Leased Real Property. (a) No member of Neither the Company Group owns nor any real property of its Subsidiaries owns, or is under Contract to acquire any interest in has ever owned, any real property.
(b) Section 3.11(b3.10(b) of the Company Disclosure Schedule sets forth a true complete and correct accurate list as of the date of this Agreement of all written or oral leases, subleases, sub-subleases, licenses, concessions, occupancy agreements Leases (including the date and any other agreements or arrangements, including any amendments, extensions, renewals, guarantees, terminations name of the parties to each Lease document) and modifications with respect the location of the premises subject thereto, for the use of real property to which . Neither 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 nor 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 orits Subsidiaries nor, to the Company’s Knowledge, any other party to any Lease is in default under any of the Leases, and to the Company’s Knowledge no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a breach or default, or permit the termination, modification or acceleration of rent under any of the Leases, except where the existence of such default is not and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as whole. Neither the Company nor any of its Subsidiaries leases, subleases, licenses or has otherwise granted any material right to use or occupy any real property to any Person other than the Company Groupand its Subsidiaries. Except as is not and would not reasonably be expected to be, is in breach of, individually 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 aggregate, material to the Company and its Subsidiaries, taken as whole, (i) the Company or a Subsidiary of the Company has valid leasehold interests in all of its Leased Real Property; and (ii) the Company’s or any Encumbrance (except for Permitted Encumbrances) under such Lease.
(c) The Company Groupof its Subsidiary’s possession and quiet enjoyment of the Leased Real Property, as applicable, Property under the Leases 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 affecting the Leased Real Propertydisturbed, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law are no disputes with respect to the Leased Real Property.
(e) There is no tax assessment pending or, Property Leases. The Company has made available to the Company’s KnowledgeBuyer complete and accurate copies of all Leases (including all amendments, threatened in writing extensions, renewals, guaranties and other agreements with respect to any portion of the Leased Real Propertythereto). There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf Neither of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to nor any of the Leased Real Propertyits Subsidiaries has collaterally assigned or granted any other security interest in any Lease or any interest therein.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Victoria's Secret & Co.)
Owned and Leased Real Property. (a) No member of the Company The Group owns does not own any real property or is under Contract to acquire or, except for the leases and subleases set forth in Section 2.11 of the Disclosure Schedule, any interest in any real property.
(b) Section 3.11(b) 2.11 of the Disclosure Schedule sets forth a true and correct list of lists 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 leased 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 subleased to any such Lease, Group Member as of the “date hereof (the "Leased Real Property”"). TrueThe Seller has made available to the Buyer true, correct and complete copies of the Leases have been delivered or made available leases and subleases (as amended to Purchaser. The Company Group has good date) and valid title other agreements for occupancy, including all amendments, extensions and other modifications thereto as of the date hereof ("Real Property Leases") with respect to a leasehold estate in and has possession of each Leased Real Property. With respect to each Real Property free and clear of all Encumbrances Lease, except as would not reasonably be expected to have a Material Adverse Effect on any Group Member:
(except for Permitted Encumbrances). Each i) the Real Property Lease is a legal, valid and binding agreementobligation of the Group Member which is a party to such Real Property Lease, except and to the extent enforcement may be affected by Enforceability Exceptions. No member of the Company Seller's knowledge, each other party thereto and is in full force and effect, enforceable in accordance with its terms;
(ii) neither a Group orMember nor, to the Company’s KnowledgeSeller's knowledge, any Person other than party to the Company Group, Real Property Lease is in breach ofor default, or default underand, in any material respectto the Seller's knowledge, any provisions of any Lease nor no event has any event occurred and no circumstances exist which, whether with or without notice or the passage lapse of time, would constitute a breach or both, would give rise to such a default or breachpermit termination, result modification or acceleration thereunder;
(iii) to the Seller's knowledge, there are no disputes, oral agreements or forbearance programs in a loss of effect as to the Real Property Lease; and
(iv) no Group Member has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any rights or result interest in the creation of any Encumbrance (except for Permitted Encumbrances) under such Leaseleasehold or subleasehold.
(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 Property is sufficient for 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 continued conduct of the business of each Group Member in substantially the same manner as it such business 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Propertyconducted.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Property.
Appears in 1 contract
Samples: Stock Purchase and Sale Agreement (Aztec Technology Partners Inc /De/)
Owned and Leased Real Property. (a) No member Section 4.11(a) of the Company Group owns any 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 is under Contract to acquire any interest in 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) Section 3.11(b) of the Disclosure Schedule sets forth a true and correct list of all written or oral There are no leases, subleases, sub-subleases, licenses, concessionsoccupancy agreements, occupancy agreements and any other agreements options to purchase, rights of first refusal, rights of first offer, conditional sales or arrangements, including any amendments, extensions, renewals, guarantees, terminations and modifications similar rights 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 Real Property (other than the Real Property Leases), and valid title to a leasehold estate there are no parties in and has possession of each Leased the 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 Leaseits Subsidiaries.
(c) The Company Group’s possession and quiet enjoyment its Subsidiaries own good, valid and marketable title to each parcel of the Leased Owned Real PropertyProperty in which it has an interest, as applicable, in each case free and clear of any Liens other than Permitted Liens. Neither the Company nor any of its Subsidiaries has not been disturbed and no party to received any Lease has provided written notice that it has violated, any Law applicable to the Company Group ownership or operation 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 Owned Real Property or any portion covenant, condition, easement or restriction of record affecting any Leased 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 Group 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 Company Permits utilities necessary to permit for 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 affecting the Leased Real Property, and no member of the Company Group has and its Subsidiaries as now conducted. Neither the Company nor any of its Subsidiaries have received any written notice alleging a default in of any material respect under any Encumbrance discontinuation of presently available or otherwise necessary access, sewer, water, electric, gas, telephone or other matter utilities or services for the Real Property and, to the Company’s Knowledge, there do not exist any adverse claims to such access, sewer, water, electric, gas, telephone or other utilities or services that would materially adversely affect the use currently being made of recordsuch access, sewer, water, electric, gas, telephone or other utilities or services. No member All public utilities required for the operation of the Real Property and necessary for the conduct of the business of the Company Group has received any written notice from any Governmental Authority assertingand its Subsidiaries are installed and operating, nor and all installation and connection charges, to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Propertyare paid in full.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened Legal Action regarding condemnation or other eminent domain matter affecting any of the Owned Real Property or any sale or other disposition of any of the Owned Real Property in writing lieu of condemnation.
(f) Each parcel of the Owned Real Property is assessed separately from all other adjacent property for purposes of real estate taxes. No action seeking a reduction in real estate taxes imposed upon the Owned Real Property or the assessed valuation thereof (or any portion thereof) (1) has been settled since the Acquisition Date or (2) is currently pending.
(g) True, correct and complete copies of all material plans and specifications relating to the Real Property in the possession or control of the Seller have been made available to Buyer.
(h) Neither the Company nor any of its Subsidiaries has any oral or written agreement with any real estate broker, agent or finder with respect to the Real Property.
(i) No Person (other than the Company or any of its Subsidiaries) has any interest in, or rights to, the mineral, oil, gas, and other natural resources arising from the Real Property.
(j) All of the Owned Real Property (i) has been maintained in accordance with historical practices with, to the Company’s Knowledge, no material items of deferred maintenance or capital expenditures, and (ii) is adequate and, to the Company’s Knowledge, suitable for the purposes for which it is presently being used. To the Company’s Knowledge, there are no material structural defects with respect to the buildings, structures and other improvements situated on any Owned Real Property. None of the improvements located on the Real Property or uses being made of the Real Property requires any special dispensation, variance or special permit under any Law that has not been properly obtained.
(k) The Company has made available to Buyer true, correct and complete copies of all deeds, title exception documents (for example, easements and restrictive covenants), title reports and title polices (collectively, “Existing Title Documents”) for any of the Real Property in the possession or control of the Company or any of its Subsidiaries. The Company also has made available to Buyer true, correct and complete copies of all surveys for any of the Real Property in the possession or control of the Company or any of its Subsidiaries (“Existing Surveys”). Since the Acquisition Date, no claim has been made under any of the Existing Title Documents or Existing Surveys. The Company has made available to Buyer true, correct and complete copies of any Judgment entered, issued, made or rendered by, or any Contract with, any Governmental Entity in connection with or relating to any of the Owned Real Property.
(l) To the Company’s Knowledge, (i) there are no plans of any Governmental Entity to change the highway or road system in the vicinity of any Real Property or to restrict or change access from any such highway or road to any Real Property that could adversely affect access to any roads providing a means of ingress to or egress from any Real Property, and (ii) there is no pending or proposed action to change or redefine the zoning classification of all or any portion of any of the Leased Real Property.
(m) The Company has made available to Buyer true, correct and complete copies of all material reports of inspection of the Real Property under all applicable federal, state and local health and safety Laws, and all correspondence relating thereto, that are in the Company’s possession. Neither the Company nor any of its Subsidiaries has received notice from any insurance carrier regarding defects or inadequacies in the Real Property, which, if not corrected, would result in termination of the insurance coverage or an increase in cost. There are no outstanding requirements or recommendations by any insurance company which has issued to the Company or any of its Subsidiaries a policy covering the Real Property requiring or recommending any repairs or work to be done on such Real Property.
(n) The Company and each of its Subsidiaries possess all licenses, permits and authorizations required by any Governmental Entity for the ownership (if applicable), operation and use of the Real Property as it is currently being used. None of the Real Property nor the operation or maintenance thereof, materially violates any applicable building, zoning or other land-use laws or insurance requirements applicable thereto or, materially violates any restrictive covenant or other title exception.
(o) True, complete and accurate copies of the Real Property Leases, or if any Real Property Leases are not in writing, true, complete and accurate descriptions thereof, have been made available to Buyer.
(p) Each Real Property 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 writ, injunction, decree, order breach or judgment outstanding, nor default under any Proceeding pending Real Property Lease by the Company or any of its Subsidiaries or, to the Company’s Knowledge, threatened in writing relating to any other party thereto. No event has occurred that with or without the ownership, lease, use, occupancy lapse of time or operation the giving of notice or both would constitute a breach or default under any Real Property Lease by the Company or any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending its Subsidiaries or, to the Company’s Knowledge, threatened any other party thereto. No amount due under any of the Real Property Leases remains unpaid. The Company or one of its Subsidiaries that is either the tenant or licensee named under a Real Property Lease has a good and valid leasehold interest in writing with respect the Leased Real Property that is subject to the Real Property Lease and is in sole possession of the Leased Real Property purported to be leased or licensed thereunder. Neither the Company nor any of its Subsidiaries has 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 portion 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. Subject to the receipt of the consents set forth in Section 4.6 of the Disclosure Letter, and other than as a result of circumstances unique to Buyer, 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 transactions contemplated by this Agreement, 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. Neither the Company nor any of its Subsidiaries has received any written notice that it has violated, any Law applicable to the operation of the Leased Real Property or any covenant, condition, easement or restriction of record affecting any of the Leased Real Property. There are no pending claims initiated All brokerage commissions and other compensation and fees payable by the Company or on behalf Subsidiaries by reason of the Company Group to change or redefine the zoning or land use classificationReal Property Leases have been paid in full, and no member to the Company’s Knowledge, all brokerage commissions and other compensation and fees payable by any other Persons by reason of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real PropertyProperty Leases have been paid in full.
Appears in 1 contract
Owned and Leased Real Property. (a) No member Section 4.22(a) of the Company Group owns any Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of (i) the addresses of all real property owned by the Company or is under Contract any of its Subsidiaries (the “Owned Real Property”), (ii) the record owners of such Owned Real Property, and (iii) all loans secured by mortgages encumbering the Owned Real Property. The Company or its Subsidiaries are the sole owners of good, valid and marketable title to acquire any interest the Owned Real Properties free and clear of all Liens other than those that would not, individually or in any real propertythe aggregate, result in a Company Material Adverse Effect.
(b) Section 3.11(b4.22(b) of the Company Disclosure Schedule sets forth a true complete and correct accurate list as of the date of this Agreement 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 leased, subleased or licensed by the Company Group is a party or by which such real property may be bound any of its Subsidiaries.
(collectively, the “Leases,” and the real property (together with the buildings, structures, fixtures and improvements thereonc) 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 Material Lease is a legal, valid and binding agreementand is enforceable by the Company or its Subsidiaries in accordance with its respective terms, except (i) to the extent enforcement that its enforceability may be affected limited by Enforceability Exceptions. No member of bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting creditors’ rights generally and by general equity principles (whether considered in a proceeding in equity or at law) and (ii) for such failures to be valid, binding or enforceable that, individually or in the aggregate, would not reasonably be expected to result in a Company Group orMaterial Adverse Effect.
(d) Except as would not reasonably be expected to result in a Company Material Adverse Effect, to the Knowledge of the Company’s Knowledge, any Person other than (i) the Company Groupand its Subsidiaries and each other party to the Material Leases have performed in all material respects their respective obligations to be performed by them to the date hereof under the Material Leases and are not, is and are not alleged in breach of, or default under, in any material respect, any provisions writing to be Table of any Lease nor has any event occurred and no circumstances exist which, whether Contents (with or without notice or notice, the passage lapse of time, or both), in breach thereof or default thereunder, and (ii) neither the Company nor any of its Subsidiaries nor any other party to the Material Leases, has violated any provision of, or committed or failed to perform any act which, with or without notice, lapse of time or both, would give rise to such constitute a default or breach, result in a loss under the provisions of any rights or result in the creation of any Encumbrance (except for Permitted Encumbrances) under such Material 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 affecting the Leased Real Property, and no member of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of the Company Group has received any written notice from any Governmental Authority asserting, nor to the Company’s Knowledge does there exist, any violation of any applicable Law with respect to the Leased Real Property.
(e) There is no tax assessment pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf of the Company Group to change or redefine the zoning or land use classification, and no member of the Company Group has received written notice of such claim and there is no proposed claim of such kind with respect to any of the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Netiq Corp)
Owned and Leased Real Property. (a) No member Except as set out in Section (23)(a) of the Company Group owns Disclosure Letter, neither the Company nor its Subsidiaries own any real property or is under Contract hold an ownership interest in any real property (the “Owned Real Property”). The Company and/or its Subsidiaries have good, valid and legal title to acquire all Owned Real Property owned by the Company or its Subsidiaries, free and clear of all Liens, expect Permitted Liens.
(b) Except as set out in Section (23)(b) of the Company Disclosure Letter, neither the Company nor its Subsidiaries lease any real property, hold a leasehold interest in any real property.
(b) Section 3.11(b) of the Disclosure Schedule sets forth , or have a true and correct list of all written or oral leases, subleases, sub-subleases, licenses, concessions, occupancy agreements and licence to use and/or occupy 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 save and except as listed in the Company Group is a party or by which such real property may be bound Disclosure Letter (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”, and together with the Owned Real Property, the “Real Property”). True, correct and complete copies Section (23)(b) 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 Disclosure Letter lists all of each the Leased Real Property free and clear sets out, in respect of all Encumbrances each lease: (except i) the municipal address and applicable unit or premises leased; (ii) the date of the lease and any amendments to or assignments of it; and (iii) the original and current parties to the lease and any amendments to or assignments of it.
(c) To the Company’s knowledge, with respect to the Leased Real Property: (i) each lease or sublease for Permitted Encumbrances). Each Lease is such Leased Real Property constitutes a legal, valid and binding agreement, except to the extent enforcement may be affected by Enforceability Exceptions. No member obligation of the Company Group oror any of its Subsidiaries, as the case may be, enforceable against the Company or such Subsidiary, as the case may be, in accordance with its terms and is in full force and effect; (ii) neither the Company nor any of its Subsidiaries, as the case may be, is in material breach of or default under any such lease or sublease and, to the Company’s Knowledgeknowledge, any Person other than the Company Group, is in breach of, or default under, in any material respect, any provisions of any Lease nor no event has any event occurred and no circumstances exist which, whether with or without the giving of notice or the passage lapse of time, or both, would give rise constitute a material breach of or default under any such lease or sublease; (iii) no counterparty to any such a lease or sublease is in material default or breach, result in a loss of any rights or result in thereunder; (iv) the creation of any Encumbrance (except for Permitted Encumbrances) under such Lease.
(c) The Company Group’s possession and quiet enjoyment current use of the Leased Real PropertyProperty complies in all material respects with applicable Law and, as applicable, has not been disturbed and no party to any Lease has provided written notice to the Company Group of any dispute extent required, occupancy permits or certificates have been received from the applicable Governmental Entity with respect thereto. There are to all Leased Real Property; and (v) no leases, subleases, sub-subleases, licenses, occupancy agreements, options, rights third party has terminated or other agreements or arrangements to which the Company Group is a party granting to any Person has the right to useterminate any lease or sublease of the Company except in accordance with its terms, occupy or otherwise obtain a real property interest with respect to the normal exercise of remedies in all connection with any defaults thereunder, or in accordance with any portion of any Leased Real Propertytermination rights set out therein.
(d) The Company Group has all Company Permits necessary to permit the lawful use and operation of the business Except as it is currently being conducted on the Leased Real Property. The Company Group is set out in compliance in all material respects with all Encumbrances and other matters of record affecting the Leased Real Property, and no member Section (23)(b) of the Company Group has received any written notice alleging a default in any material respect under any Encumbrance or other matter of record. No member of Disclosure Letter, neither the Company Group nor its Subsidiaries has received sub-leased, licensed or otherwise granted to any written notice from Person (other than the Company or any Governmental Authority asserting, nor of its Subsidiaries) the right to the Company’s Knowledge does there exist, use or occupy any violation of any applicable Law with respect to the Leased Real Property.
(e) There Each Real Property is no tax assessment pending or, to sufficient for the Company’s Knowledge, threatened in writing with respect to any portion purpose of the Leased Real Property. There is no writ, injunction, decree, order or judgment outstanding, nor any Proceeding pending or, to the Company’s Knowledge, threatened in writing relating to the ownership, lease, use, occupancy or operation by any Person of the Leased Real Property. There are no condemnation, eminent domain or compulsory purchase proceedings or claims pending or, to the Company’s Knowledge, threatened in writing with respect to any portion of the Leased Real Property. There are no pending claims initiated by or on behalf business of the Company Group to change and/or its Subsidiaries as presently conducted at such Real Property location.
(f) The Company has not received notice of any suits, actions or redefine the zoning proceedings pending or land use classification, and no member threatened against or affecting any of the Owned Real Property before any Governmental Entity.
(g) The Company Group has not received written notice of such claim and there is no proposed claim of such kind any pending or threatened condemnation or expropriation proceedings with respect to any of the Leased Owned Real Property.
(h) Except as disclosed in Section (23)(h) of the Company Disclosure Letter, to the Company’s knowledge, no Person has any right of first refusal, undertaking or commitment or any right or privilege capable of becoming such, to purchase any of the Owned Real Property or any of the material assets owned by the Company or its Subsidiaries (or any portion thereof or interest therein), except in connection with the Arrangement.
(i) To the Company’s knowledge, there are no disputes regarding boundaries, easements, covenants or other matters relating to any of the Owned Real Property.
(j) Except as disclosed in Section (19)(a) of the Company Disclosure Letter, to the Company’s knowledge, the current uses of the Real Property are lawful and valid under all applicable Law and the Company has received all requisite permissions authorizing such uses.
(k) To the Company’s knowledge, all required consents and approvals have been obtained in respect of the development of the Owned Real Property and any alteration, extension or other improvement thereof.
Appears in 1 contract
Samples: Arrangement Agreement (HEXO Corp.)
