Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”). (b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens. (c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property to any Person. (d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past. (e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past. (f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property. (g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority. (h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property. (i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past. (j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 3 contracts
Samples: Purchase Agreement (Quebecor Media Inc), Purchase Agreement (Postmedia Network Canada Corp.), Purchase Agreement (Postmedia Network Canada Corp.)
Owned Real Property. Section 5.13 of the Disclosure Schedule contains a full, complete and accurate list of the property address of all Owned Real Property, along with the specific entity that owns each parcel of Owned Real Property. With respect to each piece of Owned Real Property:
(a) Schedule 3.15(a) sets out the municipal address Company or the applicable Consolidated Subsidiary, as listed on Section 5.13 of the Disclosure Schedule, has good and a complete clear record and accurate legal description of all the real property used in the Business and owned by an ELN Company (“marketable fee simple title to such Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good to Seller’s and marketable legal and beneficial Company’s Knowledge, is insurable by a recognized national title in fee simple to, all of the Owned Real Propertyinsurance company at standard rates, free and clear of all Liens any Lien (other than Permitted Encumbrances), easement, environmental lien, environmental use restriction, covenant or other restriction, except Permitted Liens.for recorded easements, covenants and other non-environmental restrictions which do not impair the uses, occupancy or value of such Owned Real Property;
(cb) Except as set forth in Schedule 3.15(c)there are no (i) pending or, none to the Knowledge of the ELN Companies have granted Company, threatened condemnation proceedings relating to such Owned Real Property, (ii) pending or, to the Knowledge of the Company, threatened litigation or administrative actions relating to such Owned Real Property or (iii) other matters affecting adversely the Company’s or any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any Consolidated Subsidiary’s use of the Owned Real Property for the operation of its business or any interest therein the value thereof], other than such proceedings, claims or any part thereof. Except matters that would not have a Material Adverse Effect;
(c) except as set forth on Section 5.13(c) of the Disclosure Schedule, there are no leases, subleases, licenses or agreements, written or oral, granting to any third party or parties the right of use or occupancy of any portion of such Owned Real Property, provided leases under negotiation as of the Effective Date are not included in Schedule 3.15(c)Section 5.13(c) but will be added if executed prior to Closing; no one, no ELN Company has leased (as landlord) other than the owner of each parcel of Owned Real Property, is in possession of all or any portion of the Owned Real Property to under any Person.unrecorded leases, tenancy at will or otherwise; and all Consolidated Subsidiary or Affiliate leases are completely and accurately set forth on Section 5.13(c) of the Disclosure Schedule;
(d) Except as set forth in Schedule 3.22the Company has no Knowledge of any material violation of any covenants, none of the ELN Companies has received any notice of non-compliance of the existing uses of restrictions, easements, agreements, conditions, codes or zoning ordinances affecting the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.Property;
(e) To the Knowledge there are no outstanding options or rights of the Sellerfirst refusal to purchase, the current uses of the lease or use such Owned Real Property are permitted under current zoning regulations. Neither the Seller nor Property, or any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.material portion thereof or interest therein; and
(f) There are no pending or neither the Company nor any Consolidated Subsidiary has received notice of, and to the Knowledge of the SellerCompany, threatened expropriation there is no proposed or condemnation proceedings relating pending proceeding to change or redefine the zoning classification of all or any portion of the such Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 3 contracts
Samples: Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc), Stock Purchase Agreement (Agl Resources Inc)
Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has Seller will convey good and marketable legal and beneficial title in fee simple to, all of to the Owned Real Property, free and clear of all Liens except Permitted LiensEncumbrances. No lien, title defect, judgment or encumbrance which either (i) (A) does not specifically pertain to the Real Property and (B) is insured over by the title insurance company insuring Purchaser’s title to the Real Property or (ii) is not an Encumbrance, shall be deemed to render title to the Real Property unmarketable or uninsurable.
(cb) Except as set forth in Schedule 3.15(c)Seller has not received any written notice of any uncured current violation, none citations, summonses, subpoenas, compliance orders, directives, suits, other legal process, or other written notice of the ELN Companies have granted potential liability under applicable zoning, building, fire and other applicable laws and regulations relating to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property and there is no action, suit, proceeding or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no investigation pending or threatened before any governmental authority which relates to the Knowledge of the Seller, threatened expropriation Seller or condemnation proceedings relating to any of the Owned Real Property.
(gc) Seller has not received any written notice of any actual or pending condemnation proceeding relating to the Branches.
(d) To Seller’s knowledge, Seller has received no notice of any default or breach by Seller under any covenant, condition, restriction, right of way or easement affecting the Knowledge Owned Real Property or any portion thereof, and no such default or breach now exists.
(e) Neither Seller nor any of its Affiliates has entered into any agreement regarding the SellerOwned Real Property, there are no and the Owned Real Property is not subject to any claim, demand, suit, lien, proceeding or litigation of any kind, pending or proposed assessmentsoutstanding, capital charges or levies assessed or to Seller’s knowledge, threatened, which would be assessed against any binding upon Purchaser or its successors or assigns and materially affect or limit Purchaser’s or its successors’ or assigns’ use and enjoyment of the Owned Real Property by a Governmental Authorityor which would materially limit or restrict Purchaser’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby.
(hf) To the Knowledge of the Seller’s knowledge, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority no notice of any work orders default or directives breach by Seller under any covenant, condition, restriction, right of way or notices of deficiency capable of resulting in work orders or directives with respect to easement affecting the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the pastany portion thereof, and no such default or breach now exists.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 3 contracts
Samples: Purchase and Assumption Agreement (NBT Bancorp Inc), Purchase and Assumption Agreement (Legacy Bancorp, Inc.), Purchase and Assumption Agreement (Berkshire Hills Bancorp Inc)
Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and 3.13 contains a complete and accurate legal description ------------------- correct list of all of the real property (other than Leased Real Property (hereinafter defined)) used in connection with the Business and owned by an ELN Company (“Owned together with the Related Land, the "Real Property”").
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c)3.13 and except for Permitted Encumbrances, no ELN Company has leased (as landlord) any portion the Companies have good and marketable fee simple title to all of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22Property, none of including the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that wouldbuildings, in the aggregatestructures and other improvements located thereon, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning free and clear of any of Encumbrances. Without limiting the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Sellerforegoing, there are no outstanding options or rights of first refusal or first offer to purchase the Real Property, or any portion thereof or interest therein. Except as disclosed in Schedule 3.13(a), there are no eminent domain (which term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authority) proceedings pending or proposed assessmentsor, capital charges or levies assessed or to be assessed the knowledge of Shareholders, threatened against any Real Property or any material portion thereof which proceedings (if resulting in a taking of the Owned any Real Property by a Governmental Authority.
(h) To could have a material adverse effect on the Knowledge use or value of such Real Property as now used by the SellerCompanies. Shareholders have delivered or caused to be delivered to Buyer, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither , true and correct copies of any title insurance commitments, title insurance policies and surveys in the Company nor possession of Shareholders or the Seller Companies. Except as disclosed in Schedule 3.13(a), none of Shareholders or the Companies has received notices any notice from any Governmental Authority of any work orders zoning, land use, building, fire or directives health code or notices other legal violation in respect of deficiency capable of resulting in work orders any Real Property, other than violations which have been corrected or directives with respect to the Owned Real Property that would which could not, individually or in the aggregate materially adversely affect the ability to carry aggregate, have a material adverse effect on the Business upon the relevant Owned use or value of such Real Property substantially as it has been carried on now used in the past.
Business. Each Real Property is adequate (j) Except as set forth in Schedule 3.15(j)from both a legal and a physical perspective, neither the Seller nor any ELN Company has received notice of any claims for construction liens including, without limitation, with respect to work compliance with recorded agreements affecting the Real Property and listed in Schedule 3.13(a), but only to the extent compliance with such agreements is the responsibility of Shareholders or services performed the Companies under the terms of such agreements) for the use now made thereof in the Business, except for such inadequacies as could not, individually or materials supplied in connection with any the aggregate, have a material adverse effect on the use of such Real Property as now used in the Owned Real PropertyBusiness.
Appears in 2 contracts
Samples: Acquisition Agreement (Smithfield Foods Inc), Acquisition Agreement (Smithfield Foods Inc)
Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address Seller shall pay when due any and a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Occupancy Expenses with respect to each Owned Real Property”)Property solely to the extent arising during the period commencing on the Petition Date through the Closing Date.
(b) The applicable ELN Company has From the exclusive right date hereof through the Closing Date, Seller shall use commercially reasonable efforts to possessmaintain and preserve each Owned Real Property and all related Acquired Assets in a condition substantially similar to the their present condition. Prior to Closing, use and occupySeller shall not without Buyer’s consent, and has good and marketable legal and beneficial title in fee simple shall not solicit any other Person to, all of the (A) sell, transfer, assign, convey, lease, license, mortgage, pledge or otherwise encumber any Owned Real PropertyProperty or related Acquired Asset (other than sales of Inventory in accordance with the terms of this Agreement, Permitted Encumbrances and any applicable statutory liens (solely to the extent that such Owned Real Property or related Acquired Asset will be transferred free and clear of all Liens except such statutory liens pursuant to the applicable transfer document)), (B) grant or terminate any other interests in any Owned Real Property or related Acquired Asset, (C) cancel or compromise any claim or waive or release any right, in each case that is related to any Owned Real Property or any related Acquired Assets (for the avoidance of doubt, other than any Excluded Assets), (D) take any action with respect to Taxes or Tax matters that could reasonably be expected to result in an Encumbrance on any Owned Real Property or related Acquired Assets (other than Permitted LiensEncumbrances) or (E) enter into any agreement or commitment to take any action prohibited by this Section 9.8(b).
(c) Except as set forth in Schedule 3.15(c)From and after the date hereof through Closing, none Sellers shall bear the risk of loss or damage to the ELN Companies have granted Owned Real Property and Seller shall continue all insurance policies with respect to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or policies providing substantially similar coverages to the extent available at commercially reasonable rates (and in all instances without any interest therein or any part thereof. Except as set forth reductions in Schedule 3.15(cthe amounts of available coverage), no ELN Company has leased (including comprehensive public liability, casualty and umbrella liability insurance, and shall cause Buyer to be named as landlord) any portion of the Owned Real Property a loss payee or additional insured, as applicable, with respect to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability all such policies. Seller shall pay to carry Buyer on the Business upon Closing Date all insurance recoveries and all warranty and condemnation proceeds received or receivable after the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives date hereof with respect to the Owned Real Property.
. In connection with any payment of recoveries or proceeds under this Section 9.8(c), (i) Neither the Company nor the Seller has received notices from such payment of recoveries or proceeds shall not include any Governmental Authority of any work orders recoveries or directives or notices of deficiency capable of resulting in work orders or directives with respect proceeds to the Owned Real Property that would individually extent attributable to lost rents or in similar costs applicable to any period prior to the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work Closing or services performed or materials supplied paid in connection with repair, restoration or replacement during such period, and (ii) to the extent that Buyer has received written notice thereof in reasonable detail not less than fifteen (15) days prior to the Closing, such payment of recoveries or proceeds shall be reduced by the amount of (x) all actual and documented, reasonable out of pocket repair costs incurred by Sellers in connection with the repair or restoration of such damage or destruction, (y) all actual and documented, reasonable out of pocket collection costs of Sellers respecting any awards or other proceeds, and (z) any amounts required to be paid (and solely to the extent actually paid) by Sellers or the insurance company to the applicable landlord under the Lease, if applicable, or to such landlord’s lender as required pursuant to any of the Owned Real Propertysuch lender’s financing, as applicable.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Sears Holdings Corp), Asset Purchase Agreement (Esl Partners, L.P.)
Owned Real Property. (ai) The Vendor has disclosed in Schedule 3.15(a4.1(l)(i)(A) sets out a true and complete list of the municipal address and a complete and accurate legal description of all the real or immovable property used in the Business and currently owned by an ELN Company either of the Purchased Corporations (the “Owned Real Property”), and (B) a true and complete list of any current title insurance policy issued to either of the Purchased Corporations in respect of any Owned Real Property, true and complete copies of which have been made available to the Purchaser. There are no agreements, options, leases, contracts or commitments to sell, transfer, lease or dispose of any of the Owned Real Property to which either of the Purchased Corporations is currently bound nor any agreements, contracts or commitments that would restrict the ability of either of the Purchased Corporations to transfer or dispose of the Owned Real Property or any interest therein other than the Mortgage.
(bii) The applicable ELN Company has Except for the exclusive right Owned Real Property and the Option to possessPurchase, use and occupyneither of the Purchased Corporations owns, leases or otherwise occupies any other real or immovable property, and has neither is party to any outstanding agreement or option to purchase, lease or otherwise occupy any real or immovable property or any interest in any real or immovable property.
(iii) 1167025, as registered owner and bare trustee, and the Corporation, as sole beneficial owner, have good and marketable legal and beneficial title in fee simple to, all of to the Owned Real Property, free and clear of all Liens Liens, except for Permitted Liens.
(civ) Except as disclosed in Schedule 4.1(l)(iv), there are no improvements or alterations to any Owned Real Property.
(v) Except as disclosed in Schedule 4.1(l)(v), all amounts for labour and materials relating to the construction and repair of the Buildings and Fixtures on any Owned Real Property required to be made by either of the Purchased Corporations prior to the date hereof have been paid in accordance with contractual arrangements therefor.
(vi) There are no outstanding work orders affecting any Owned Real Property issued by or required by any municipality, police department, fire department, sanitation, health or safety authorities or from any other Person.
(vii) The Owned Real Property is adequate and suitable for the purposes for which it is presently being used and the Purchased Corporations have adequate rights of ingress and egress to such Owned Real Property for the operation of the business as presently conducted.
(viii) To the knowledge of the Vendor, the Owned Real Property does not violate any restrictive covenant, zoning or land use restrictions, site plan or municipal agreements, or any provision of any Law or encroach on any property owned by any other Person.
(ix) No condemnation or expropriation proceeding is pending or, to the knowledge of the Vendor, threatened against any Owned Real Property.
(x) There are no Taxes, tax arrears, local improvement or capital charges, special levies or other rates or charges of a similar nature associated with the Owned Real Property (other than realty taxes accruing from day to day) that are outstanding and unpaid.
(xi) Each of the Purchased Corporations has performed and observed all material covenants, conditions, agreements, statutory requirements, planning consents, by- laws, orders and regulations required to be performed or observed by it in respect of the Owned Real Property and no notice of a breach thereof has been received by either of the Purchased Corporations.
(xii) Except as set forth in Schedule 3.15(c4.1(l)(xii), none neither of the ELN Companies have granted Purchased Corporations (i) is a party to any Person any right of first refusalarrangement or understanding with an Aboriginal band, right of first opportunity, option community or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings group relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
; (iii) Neither the Company nor the Seller is or has received notices from been engaged or involved in any Governmental Authority of disputes, discussions or negotiations with any work orders Aboriginal band, community or directives or notices of deficiency capable of resulting in work orders or directives with respect group relating to the Owned Real Property that would individually Property; or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(jiii) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company is aware of or has received notice of any claims for construction liens with respect to work claim, either from an Aboriginal band, community or services performed group or materials supplied in connection with any Governmental Entity, indicating that the use or contemplated use of the Owned Real PropertyProperty has in any way infringed upon or has an adverse effect on any Aboriginal title, rights or interests.
Appears in 2 contracts
Owned Real Property. (a) Schedule 3.15(a3.05(a) sets out the municipal address forth an accurate and a complete and accurate legal description list of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”). The property maps attached to Schedule 3.05(a) depict in a reasonably accurate manner the location and boundaries of the Owned Real Property. True and complete copies of the following have heretofore been delivered to Buyer: (i) all deeds, title insurance policies, title insurance commitments, title reports, title opinions, title abstracts, maps and surveys relating to the Purchased Real Property, in each case which such Seller has in its possession, and (ii) all documents evidencing recorded and unrecorded Encumbrances upon the Purchased Real Property which such Seller has in its possession.
(b) The applicable ELN Company has Subject to the exclusive right to possessstandard warranty limitations as set forth in a special warranty deed, use and occupy, and has the Sellers have good and marketable legal and beneficial title in fee simple to, all of to the Owned Real Property, free and clear of all Liens Encumbrances, except Permitted LiensEncumbrances.
(c) Except as set forth The Sellers have obtained all appropriate certificates of occupancy, licenses, easements and rights of way, required to use and operate the Owned Real Property in Schedule 3.15(c)all material respects in the manner in which the Owned Real Property is currently being used and operated in connection with the Purchased Business. No Seller has received written notice of any intention on the part of any issuing authority to cancel, none suspend or modify any material approvals, licenses or permits relating to the Owned Real Property.
(d) No Seller has received written notice of any proposed special assessment which would materially and adversely affect the ELN Companies have granted Owned Real Property.
(e) No Seller is party to any Person lease or assignment under which such Seller is a lessor or sublessor with respect to the Owned Real Property, and the Owned Real Property is not made available for use by any right third party.
(f) There are no outstanding options or rights of first refusal, right of first opportunity, option or similar rights refusal to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion of the Owned Real Property to any Persontherein.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
Appears in 2 contracts
Samples: Asset Purchase Agreement (James River Coal CO), Asset Purchase Agreement (James River Coal CO)
Owned Real Property. (ai) Schedule 3.15(a) SCHEDULE L sets out the municipal address and forth a complete and accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all list of the Owned Real Property, in each case by reference to the owner, municipal address and legal description.
(ii) Except as disclosed in SCHEDULE I, the Corporation or one of the Subsidiaries, as applicable, is the legal and beneficial owner of the Owned Real Property in fee simple, with good and marketable title thereto, free and clear of all Liens except Encumbrances other than Permitted LiensEncumbrances.
(ciii) Except as set forth disclosed in Schedule 3.15(c), none of the ELN Companies have granted SCHEDULE I and save for any documentation registered on title to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein delivered to the Buyer prior to the date hereof, there are no agreements, undertakings or any part thereof. Except as set forth in Schedule 3.15(c)other documents which adversely affect the title to, no ELN Company has leased (as landlord) any portion of or ownership of, or the right to occupy, the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings and easement rights relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(iiv) Neither Except as disclosed in SCHEDULE I, all accounts for work and services performed or materials placed or furnished upon or in respect of the Company nor the Seller has received notices from any Governmental Authority construction and completion of any work orders of the buildings, improvements or directives or notices of deficiency capable of resulting in work orders or directives with respect to other structures constructed on the Owned Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act, R.S.O. 1990, Chapter C.30, or other similar legislation for such work performed by or on behalf of the Corporation or the Subsidiaries.
(v) Except as disclosed in SCHEDULE I or as may be disclosed on title, the operations of the Corporation from the Real Property are not subject to any restriction or limitation that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on Corporation and are not in the pastcontravention of any Applicable Laws.
(jvi) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company The Corporation has not received notice of any claims assessment or any capital charges or levies assessed or proposed to be assessed against any of its Assets by a Governmental Authority or that any Governmental Authority intends to require the Corporation to pay for construction liens with respect to work any future roads, utilities or services performed relating to the Real Property.
(vii) Except as disclosed in SCHEDULE I all improvements (including all plant, buildings, structures, erections, appurtenances and fixtures) situated on or materials supplied forming part of the Real Property were completed in connection a good and competent manner and in all material respects in accordance with the requirements of all applicable Governmental Authorities and all such improvements are free of material defect.
(viii) The Real Property is serviced by all private and public utility services that are necessary for the operations of the Corporation and/or the Subsidiaries on the Real Property.
(ix) To the Knowledge of the Sellers, neither the Corporation nor the Subsidiaries have received a deficiency notice, request or written advice of any breach of any Applicable Law in respect of the Owned Real PropertyProperty which could, if not corrected, become a work order or could require performance of work or expenditure of money to correct.
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Samples: Share Purchase Agreement (Andersons Inc), Share Purchase Agreement (Andersons Inc)
Owned Real Property. (a) Schedule 3.15(a) 4.13 sets out forth the municipal address and a complete and accurate legal description of all the each parcel of real property used in the Business and owned by an ELN the Company or any of its Subsidiaries (“the "Owned Real Property”").
(b) . The Company or its applicable ELN Company has the exclusive right to possess, use and occupy, and Subsidiary has good and marketable legal and beneficial fee simple title in fee simple to, and to all of the Owned Real Property, free subject to no Liens, encroachments, claims, leases, rights of possession or other defects in title, except (i) Liens for Taxes not yet due and clear payable, (ii) covenants, conditions and restrictions of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), record and minor title defects none of which individually or collectively could reasonably be expected to interfere with the ELN Companies have granted Company's business as presently conducted or as planned to be conducted and (iii) as described on Schedule 4.13. Other than the Company and its Subsidiaries, there are no parties in possession or parties having any Person any current or future right of first refusal, right of first opportunity, option or similar rights to purchase occupy any of the Owned Real Property. The Owned Property is in good condition and repair and is sufficient for the conduct of the business of the Company and its Subsidiaries as currently conducted. The Owned Property and all buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the Owned Property have been obtained, are in full force and effect and have not been violated, except where the failure to obtain, either individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect. There exists no violation of any interest therein covenant, condition, restriction, easement, agreement or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) order affecting any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of Property. All improvements located on the Owned Real Property with have direct access to a public road adjoining such Owned Property. No such improvements or accessways encroach on land not included in the Owned Property and no such improvement is dependent for its access, operation or utility on any Applicable Laws that wouldland, building or other improvement not included in the Owned Property, except for those that, individually or in the aggregate, materially adversely affect could not reasonably be expected to have a Material Adverse Effect. There is no pending or, to the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge knowledge of the SellerCompany or any of its Subsidiaries, the current uses any threatened condemnation proceeding affecting any portion of the Owned Real Property are permitted under current zoning regulationsProperty. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending outstanding options, rights of first offer or rights of first refusal to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of purchase the Owned Real PropertyProperty or any portion thereof or interest therein.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
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Samples: Preferred Stock and Subordinated Note Purchase Agreement (Midwest Mezzanine Fund Ii Lp), Preferred Stock and Subordinated Note Purchase Agreement (Castle Dental Centers Inc)
Owned Real Property. (aA) Schedule 3.15(a4.17(a)(i) sets out the municipal address forth a true and a complete and accurate legal description list of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
. With respect to each Owned Real Property: (b1) The applicable ELN to the Knowledge of the Company, the Group Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the title to such Owned Real Property, free subject only to the Permitted Liens and clear of all Liens except Permitted Liens.
which will be released in their entirety prior to Closing, and (c2) Except as set forth in Schedule 3.15(c)other than this Agreement, none of no Group Company has transferred or entered into any agreement (other than an agreement which has indisputably terminated prior to the ELN Companies have granted to date hereof) granting any Person any right of first refusaloffer, right of first opportunity, purchase option or similar rights other right to purchase acquire the Owned Property or any of the portion thereof.
(B) The Owned Real Property or any interest therein or any part thereofis owned by the Group Company set forth on Schedule 4.17(a)(i) opposite the description of such Owned Real Property. Except as set forth in on Schedule 3.15(c4.17(a)(i), there are no ELN Company has leased (as landlord) leases or occupancy agreements granting any portion of Person other than the Group Companies any interest in or to the Owned Real Property to any Person.
(d) Except each item set forth on Schedule 4.17(a), an “Owned Real Property Sub Lease”. The Owned Real Property Sub Leases have not been amended, modified or terminated except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the 4.17(a)(i). Each Owned Real Property Sub Lease is valid, binding and enforceable in all material respects in accordance with its respective terms on the Group Companies (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity). There is no existing material default or material breach by any Applicable Laws that wouldof the Group Companies under any Owned Real Property Sub Lease and, (i) to the Knowledge of the Company, no other party is in material breach of, or material default under, any Owned Real Property Sub Lease, (ii) no event has occurred which would result in a material breach of or material default under any Owned Real Property Sub Lease by any of the Group Companies, or to the Knowledge of the Company, any other party thereto (in each case, with or without notice or lapse of time or both) and (iii) to the Knowledge of the Company, each Owned Real Property Sub Lease is valid, binding and enforceable in all material respects on the other parties thereto (subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws affecting generally the enforcement of creditors’ rights and subject to general principles of equity), and there is no action or proceeding, voluntary or involuntary, pending against any party to an Owned Real Property Sub Lease under any section or sections of any bankruptcy or insolvency law, except, in the case of this clause (iii), where the aggregate unpaid rent (A) under their respective Owned Real Property Sub Leases does not exceed $100,000 individually for the 12 month period ending on June 30, 2015, and (B) with respect to all of such Owned Real Property Sub Leases, does not exceed $500,000 collectively for the 12 month period ending on June 30, 2015. There are no disputes between tenants under Owned Real Property Sub Leases and a Group Company for the twelve (12)-month period ended June 30, 2015, which, in the aggregate, materially adversely affect the ability would be expected to carry on the Business upon the Owned Real Property substantially as it has been carried on result in the pastliability in excess of $500,000 to any Group Company.
(eC) To the Knowledge of the SellerCompany, Schedule 4.17(a)(i) sets forth a true and complete list of all agreements which require the current uses of Group Companies to pay any leasing, brokerage or similar commission in connection with the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
Sub Leases other than (i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders to a Group Company, or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or (ii) obligations reflected in the aggregate materially adversely affect the ability Latest Balance Sheet. The Company has delivered or made available to carry on the Business upon the relevant Owned Real Property substantially as it has Parent true, correct and complete (in all material respects) copies of all such leasing, brokerage, and commission agreements, and no such leasing, brokerage or commission agreements have been carried on in the past.
(j) Except amended, modified or terminated except as set forth in Schedule 3.15(j4.17(a)(i), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
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Owned Real Property. Except as set forth on Schedule 4.8, (a) Schedule 3.15(aeach of the Owned Real Property includes the right of ingress and egress (legal and practical) sets out over public rights-of-way or valid and existing private easements of perpetual duration; (b) all sewer and other utility services to each of the municipal address Owned Real Property necessary for operation of the Facility as currently operated by the Seller are available, have been completed, installed and paid for (and all connections for such services are paid for), and all such services enter such property through adjoining public streets, or if they pass through adjoining private lands, they do so in accordance with valid public or private easements; (c) the Seller is and has at all times been in compliance with all applicable Laws relating to zoning and land use and to Seller’s Knowledge, to building codes (including having obtained necessary permits and certificates of occupancy) in respect of any of the Owned Real Property (and the Seller’s current use of such properties does not constitute a complete nonconforming use) and accurate legal description in material compliance with all covenants and other restrictions applicable to any of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
; (bd) The the Seller has not received any written Notice from any Governmental Entity alleging a violation of applicable ELN Company Law or of the covenants or other restrictions set forth in clause (c) of this Section 4.8 which remains outstanding and would be material; and (e) the Seller has the exclusive right to possess, use and occupynot received written Notice of, and has good and marketable legal and beneficial title in fee simple tothere is no pending or, all to the Seller’s Knowledge, contemplated: (i) condemnation or eminent domain proceeding affecting any of the Owned Real Property, free and clear (ii) proposal or other consideration for increasing the assessed value of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none any of the ELN Companies have granted to any Person any right of first refusalOwned Real Property for state, right of first opportunitycounty, option local or other ad valorem or similar rights Taxes, (iii) any Proceedings or public improvements that would be reasonably expected to purchase result in the levy of any special Tax or assessment against any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlordiv) any portion civil or administrative Proceeding challenging any use or operation of the Owned Real Property to any PersonFacility.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
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Owned Real Property. (aSet forth in Section 4.20(b) Schedule 3.15(a) sets out of the municipal address Company Disclosure Letter is a true, correct and a complete list of the addresses and accurate legal description recorded property descriptions of all of the Company’s right, title and interest in real property used in the Business and owned by an ELN the Company as of the date of this Agreement (such real property, together with any buildings, structures and improvements located thereon, and any other real property interests pertaining thereto, the “Owned Real Property”).
. Except as set forth in Section 4.20(b) of the Company Disclosure Letter, with respect to such Owned Real Property: (bi) The applicable ELN the Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in valid fee simple to, all of title to the Owned Real Property, Property free and clear of all Liens except (other than Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none (ii) as of the ELN Companies have granted date of this Agreement there is no condemnation, expropriation or other like proceeding in eminent domain pending or, to the Knowledge of the Company, threatened, against any Person Owned Real Property or any right portion thereof or of first refusal, right of first opportunity, option any sale or similar rights to purchase any other disposition of the Owned Real Property or any interest therein or any part thereof. Except as set forth thereof in Schedule 3.15(c), no ELN Company has leased lieu of condemnation and (as landlordiii) any portion of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the SellerCompany, the current uses as of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor date of this Agreement, there is no other proceeding relating to any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially and adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending current use or to the Knowledge possession of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) . To the Knowledge of the SellerCompany, there the Company has sufficient title to such easements, rights of way and other rights appurtenant to each Owned Real Property as are no pending or proposed assessments, capital charges or levies assessed or necessary to be assessed against any of permit ingress and egress to and from the Owned Real Property by to a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the public way. The Owned Real Property that would individually or in and the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Leased Real Property substantially as it has been carried on in is all the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims real property used or held for construction liens with respect to work or services performed or materials supplied use in connection with any the operation of the Owned Real Propertybusiness of the Company in the ordinary course.
Appears in 1 contract
Samples: Equity Purchase Agreement (Nci Building Systems Inc)
Owned Real Property. (a) Schedule 3.15(a10.9.1(a) sets out the municipal address and forth a complete and accurate legal description of all the each parcel of real property used in the Business and owned by an ELN Company the Companies (the “Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c10.9.1(b), none the Companies have unencumbered and marketable title to, and are in possession of, all Owned Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto. The restrictions listed on Schedule 10.9.1(b) are not violated in any way, including, without limitation, by any existing improvements on the Owned Real Property and except as disclosed and/or as a result of law or administrative regulations (e.g. urban preemption right or the like administrative regulation), such restrictions do not grant any Third Party an option or right to acquire or lease all or a portion of the ELN Owned Real Property or materially or adversely affect the right to own, use or operate the Owned Real Property substantially as currently used. Any restriction resulting from law or administrative regulations as above mentioned does not affect the rights to use and operate the Owned Real Properties. All administrative regulations of any kind pertaining to the Companies and/or the Business’ real property have granted been complied with in all material respects. The Owned Real Property and the Leased Real Property referred under Article 10.10, constitutes all real property used or occupied by the Companies in connection with the Business and is not hindered by any kind of restrictions administrative or contractual or otherwise other than those specified in Schedule 10.9.1 (b) or Schedule 10.10.1.
10.9.2 With respect to the Owned Real Property and the Leased Real Property, (i) no portion thereof is subject to any Person pending condemnation proceeding or proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no threatened condemnation or proceeding with respect thereto; (ii) the physical condition of the Owned Real Property and the Leased Real Property is sufficient to permit the conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) except as disclosed in Schedule 10.9.2, there are no contracts, written or oral, to which the Companies or any Affiliate thereof in connection with the Business, is a party, granting to any party or parties (other than the Companies) the right of first refusaluse or occupancy of any portion of the parcels of the Owned Real Property or the Leased Real Property; (iv) except as disclosed in Schedule 10.9.2, right there are no parties (other than the Companies (or its lessees disclosed pursuant to paragraph (iii) above) in possession of first opportunitythe Owned Real Property and/or Leased Real Property and (v) no notice of any material increase in the assessed valuation of the Owned Real Property or the Leased Real Property and no notice of any contemplated special assessment has been received from any relevant authority by any Company and to the Knowledge of the Sellers, option there is no threatened increase in assessed valuation or similar rights threatened special assessment pertaining to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion the Leased Real Property.
10.9.3 A loss of that certain easement for ingress and egress affecting the Owned Real Property located in Carlstadt, New Jersey, (as more particularly described in that certain deed dated July 19, 1974 and recorded in Bergen County Clerk’s office at Book 5921 page 87 and that certain deed dated May 6, 1976 and recorded in Bergen County Clerk’s office at Book 6118, page 208) will not prevent legal ingress and egress by way of an existing entrance on the northwest boundary from Commercial Avenue to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the such Owned Real Property with located in Carlstadt, New Jersey by trucks for loading and unloading purposes, and any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulationsother vehicles. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.49
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Owned Real Property. (a) Schedule 3.15(aSCHEDULE 6.11.1(a) sets out the municipal address and forth a complete and accurate legal description of all the real property used in where the Cables Business and owned by an ELN Company is operated (“including at Montereau, France) which are part of the Contributed Assets (the "Owned Real Property”").
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c)SCHEDULE 6.11.1(b) and for those matters identified in the environment and safety investment program described in SCHEDULE 4.1.
(i) Seller is, none of and at Closing the ELN Companies have granted to any Person any right of first refusalSubsidiary will be, right of first opportunity, option or similar rights to purchase any the full and exclusive owner of the Owned Real Property which is duly identified at the appropriate land and mortgages register according to the laws and regulations in force;
(ii) The Owned Real Property is not subject to any encumbrance of any kind (meaning any pledge, mortgage, seizure, privilege, lien, usufruct, right of pre-emption, enjoyment or claim, easement, right of first refusal or any interest therein third party option right or any part thereof. Except other encumbrance or security interest of any kind) (hereinafter referred to as set forth "Real Property Encumbrance(s)") for the benefit of third parties, other than the Permitted Real Property Encumbrances.
(iii) The Seller has received no written notice from a Governmental Authority or local authority (including regional and municipal authorities) relating to a decision which may impair the full and exclusive ownership and the free enjoyment of the Owned Real Property and the Key Employees have no knowledge of projects or plans by such authorities which would give rise to such a decision.
(iv) All the commitments undertaken by the Seller and by the Seller's predecessors vis-a-vis the administrative authorities in Schedule 3.15(crelation to the Owned Real Property (including obligations of any nature, if any, arising from the town planning agreements, or from any other agreement entered into with administrative bodies and including, moreover, obligations of payment connected with the issue of any authorization or permit) have been fulfilled in all material respects;
(v) All the construction works which have been carried out in relation to the Owned Real Property have been carried out in compliance with the material rights of third parties and, in all material respects, with the applicable building and zoning laws and regulations (the "Building and Zoning Laws"), the relevant building licenses and with any other necessary administrative authorization;
(vi) All material construction permits, licenses and other authorizations relating to the Owned Real Property have been obtained in accordance with all applicable Building and Zoning Laws and consequently are valid and effective;
(vii) The Owned Real Property is in all material respects in compliance with town planning, health and safety, safety at place of work and fire prevention laws and regulations and Seller has no ELN Company has leased knowledge of any structural defect of the Owned Real Property likely to materially affect the operation of the Cables Business as currently conducted. The use classification of the Owned Real Property lawfully allows its use for the carrying out of the activities of the Cable Business.
(viii) The Owned Real Property is served by drainage, water, electricity and gas services all of which are connected to the mains and, to Seller's knowledge, said utilities are in good working condition, subject to normal wear and tear.
(ix) All easements necessary for the conduct of business on the Owned Real Property have been obtained by the Seller and shall not be terminated as landlord) any portion a result of the transfer of the Owned Real Property to any Personthe Subsidiary.
(dx) Except as set forth in Schedule 3.22On the Closing Date, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or and subject to the Knowledge of the Seller, threatened expropriation representations or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives warranties with respect to the Owned Real Property that would individually or in given hereabove, the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially will be transferred to the Subsidiary on an "as it has been carried on in is" basis (en l'etat) ; therefore neither SAFRAN nor the past.
(j) Except as Seller makes any representations or warranty related thereto other than those set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Propertythis Section 6.11.1.
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Owned Real Property. (ai) Section 4.15(a)(i) of the Company Disclosure Schedule 3.15(a) sets out the municipal address and forth a complete and accurate legal description list of the address of each Owned Real Property. The Leased Real Property and Owned Real Property constitute all of the real property used in owned, leased or occupied by the Business Company and owned by an ELN Company (“Owned Real Property”).
(b) its Subsidiaries. The applicable ELN Company has the exclusive right made available to possessParent true, use complete and occupyaccurate copies of any and all deeds, and has good and marketable legal and beneficial title in fee simple to, all insurance policies or title reports evidencing ownership of the Owned Real Property, free and clear together with copies of all Liens except the most recent surveys of the same, in each case, obtained by the Company or in the Company’s possession. Except for Permitted Liens.
, with respect to each Owned Real Property: (cA) Except as set forth in Schedule 3.15(c), none the Company or a Subsidiary of the ELN Companies have Company, as applicable, has good, valid and marketable fee simple title to each parcel of Owned Real Property; (B) the Company or a Subsidiary of the Company, as applicable, has not leased or otherwise granted to any Person any the right of first refusal, right of first opportunity, option to use or similar rights to purchase any of the occupy such Owned Real Property or any interest therein portion thereof; and (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any part portion thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlordSection 4.15(a)(i) any portion of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company is a party to any agreement or option to purchase any real property or interest therein. As of the date hereof, there exists no pending or, to the Knowledge of the Company, threatened condemnation, requisition or taking by any Governmental Authority with respect to any Owned Real Property to any PersonProperty.
(dii) Except as set forth in Schedule 3.22would not be or reasonably be expected to be, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, individually or in the aggregate, materially adversely affect material to the ability to carry on the Business upon the Company and its Subsidiaries, taken as a whole, no Owned Real Property substantially as it has been carried on or Leased Real Property or any interest of the Company or any Company Subsidiary in any Owned Real Property or Leased Real Property is subject to any outstanding agreement of sale, transfer or lease (other than any tenant lease) or any option or any other right of any Person to acquire any interest therein that was granted by the pastCompany or any Subsidiary of the Company.
(eiii) To the Knowledge of the SellerCompany, the current uses of buildings, fixtures and other improvements on the Owned Real Property are permitted under current zoning regulations. Neither (and the Seller nor any ELN Company has a current application for a re-zoning Leased Real Property, in the case of any Leased Real Property which is subject to a so-called “net” lease) are in good operating condition, working order and repair, ordinary wear and tear excepted, and suitable for the purpose for which they are being used by the Company or a Subsidiary of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially Company, as it has been carried on applicable, except in the past.
(f) There are no pending or to the Knowledge of the Sellereach case, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied such repairs and improvements being effected in connection with any of the Owned Real Propertycapital expenditures and maintenances contemplated in the Approved Budget.
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Owned Real Property. (aA) Schedule 3.15(a) sets out the municipal address and a complete and accurate legal description With respect to any agreements, arrangements, contracts, leases, licenses, covenants, conditions, deeds, deeds of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possesstrust, use and occupyrights-of-way, easements, mortgages, restrictions, surveys, title insurance policies, and has good and marketable legal and beneficial other documents granting to Seller title to or an interest in fee simple to, all of or right with respect to the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in disclosed on Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c3.12(2)(A), no ELN Company breach or default by Seller exists, and no event has leased (as landlord) any portion occurred that, with the giving of notice, the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22lapse of time, none or both, would constitute a breach or event of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the default by Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the SellerSelling Parties, threatened expropriation or condemnation proceedings relating to by any of the Owned Real Propertyother person.
(gB) To Seller is not subject to any Pending or, to the Knowledge of Selling Parties, threatened proceeding or other fact or condition that is reasonably likely to limit or result in the Seller, there are no pending or proposed assessments, capital charges or levies assessed or termination of necessary access to be assessed against any of the Owned Real Property by a Governmental Authorityfrom public highways, streets, or roads.
(hC) To Selling Parties have not received any written notice from any Governmental Authority of any Pending or threatened condemnation, eminent domain, or similar proceeding with respect to the Owned Real Property and none is Pending or, to the Knowledge of the SellerSelling Parties, there are no outstanding judgments, writs of execution, seizures, injunctions or directives threatened with respect to the Owned Real Property.
(D) Any buildings or improvements on the Owned Real Property to the extent installed or constructed by Seller are in compliance with all Laws in all material respects and do not violate, (i) Neither any set-back, (ii) zoning Law or other governmental restriction in the Company nor nature thereof, or (iii) any restrictive covenant affecting any such Owned Real Property.
(E) To the Seller has received notices Knowledge of Seller, there are no parties in possession of any portion of the Owned Real Property as lessees, tenants at sufferance, or trespassers.
(F) There are no material unpaid charges, debts, or Liabilities arising from the construction, occupancy, ownership, use, or operation of the Owned Real Property by Seller.
(G) No Owned Real Property is subject to any condition or obligation to any Governmental Authority or other person requiring the owner or any transferee thereof to donate land, money or other property or to make off-site public improvements, other than as disclosed in the Reports or contained in the Land Use Entitlements.
(H) No developer-related fees, charges, community development district assessments, or other assessments for public improvements or otherwise made against the Owned Real Property or any lots included therein are due and unpaid, or will become due in the future, including without limitation those for construction of any work orders or directives or notices sewer lines, water lines, storm drainage systems, electric lines, natural gas lines, and streets (including perimeter streets), roads and curbs, other than as may be required in the ordinary course of deficiency capable of resulting in work orders or directives with respect completing such project.
(I) There is no moratorium applicable to the Owned Real Property that would individually on (i) the issuance of building Permits for the construction of houses, or certificates of occupancy therefor, or (ii) the purchase of sewer or water taps. (J) Schedule 3.12(2)(J) sets forth a list of all soil reports in Seller’s possession relating to the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned and Contracted Real Property. To the Knowledge of Seller, the soil reports are correct and complete.
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Owned Real Property. (ai) Schedule 3.15(a4.9(a)(i) of the Disclosure Schedules sets out the municipal address and forth a complete and accurate legal description of all the real property owned by Sellers and used in the Business and owned by an ELN Company (the “Owned Real Property”).
(bii) The applicable ELN Company has Schedule 4.9(a)(i) of the exclusive right to possess, use and occupyDisclosure Schedules sets forth for each parcel of Owned Real Property the name of the Seller that owns such parcel, and except as set forth on such Schedule, such Seller that owns each parcel has good and marketable legal and beneficial title in insurable fee simple to, all title to such parcel of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) . Except as set forth in on Schedule 3.15(c), none 4.9(a)(ii) of the ELN Companies have Disclosure Schedules, no Seller has granted any lease, license or other agreement granting to any Person any right of first refusal, right of first opportunity, option to the use or similar rights to purchase any occupancy of the Owned Real Property or any interest therein or any part portion thereof. Except as set forth The Owned Real Property is not subject to any Liens (other than Permitted Liens).
(iii) No Seller has received notice of any unremedied violation of any, and the Owned Real Property and all improvements on the Owned Real Property and the operations therein conducted conform to and comply, in Schedule 3.15(c)all material respects, with all (x) applicable health, fire, safety, zoning and building Laws, ordinances and administrative regulations, Permits and other regulations (including, without limitation, the Americans with Disabilities Act) and (y) covenants, easements, rights of way, licenses, or building or use restrictions, exceptions, encroachments, reservations or other impediments.
(iv) To Sellers’ Knowledge, the buildings, driveways and all other structures and improvements upon the Owned Real Property are all within the boundary lines of such property or have the benefit of valid, perpetual and non-terminable easements and there are no ELN encroachments thereon that would materially affect the use thereof.
(v) No Company has leased (as landlord) received any portion currently effective notice from any utility company or municipality of any fact or condition which could result in the discontinuation of presently available or otherwise necessary sewer, water, electric, gas, telephone or other utilities or services for the Owned Real Property. All public utilities required for the operation of the Owned Real Property and necessary for the conduct of the business of each Seller, as applicable, on such Owned Real Property are, to any PersonSellers’ Knowledge, properly operating.
(dvi) Except as set forth in Schedule 3.22, none of the ELN Companies No Seller has received written notice from an applicable Governmental Body of any notice of non-compliance of the existing uses of pending or contemplated (x) rezoning, condemnation or similar proceeding affecting the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
or (ey) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of special assessment against the Owned Real Property.
(gvii) To the Knowledge Except as set forth on Schedule 4.9(a)(vii) of the SellerDisclosure Schedules, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against each parcel of real property comprising any part of the Owned Real Property by (x) is assessed as one or more separate Tax lots and no part of such property is part of a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any Tax lot which includes other property which is not a part of the Owned Real Property; and (y) is not subject to any purchase option, right of first refusal or first offer or other similar right. To Sellers’ Knowledge, no building or improvement located on the Owned Real Property is located inside of any designated 50-year flood zone.
(viii) The Owned Real Property and all buildings, structures, and improvements and fixtures located on the Owned Real Property (w) have been maintained in accordance with normal industry practice, (x) are in good operating condition and repair (subject to normal wear and tear), (y) to Sellers’ Knowledge, contain no structural defects and (z) are suitable for the purposes for which they are currently used. Except as set forth on Schedule 4.9(a)(viii) of the Disclosure Schedules, none of the buildings, structures or improvements situated on the Owned Real Property has been damaged by fire or other casualty, except for such damage as has been fully repaired and restored. To Sellers’ Knowledge, each of the buildings, structures and improvements situated on the Owned Real Property are located within the required setback, side yard and other conditions and requirements imposed by applicable Law with respect to such buildings, structures and improvements.
(ix) To the extent in Sellers’ possession, true and complete copies (as in Sellers’ possession) of all existing policies of title insurance for all parcels of the Owned Real Property together with all surveys for all parcels of the Owned Real Property have been delivered to Buyer and are identified on Schedule 4.9(a)(ix) of the Disclosure Schedules.
(x) Access from public streets and provision for parking and loading/unloading at each parcel of the Owned Real Property (y) to Sellers’ Knowledge, conforms to all applicable Laws and (z) is adequate for the conduct of the business of each Seller, as applicable.
(xi) Other than the Owned Real Property, Sellers and their Affiliates do not own any real property that is used in the Business and have not entered into any contract to purchase or been granted any option to purchase any real property for use in the Business.
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Owned Real Property. (aSchedule 3.1(i) Schedule 3.15(a) sets out the municipal address and a complete and contains an accurate legal description of all the real property used in the Business and owned by an ELN Company (“Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and . Seller has good and marketable legal and beneficial marketable, fee simple, absolute title in fee simple toand to the Owned Real Property. Seller has sufficient title to such easements, all rights of way and other rights appurtenant to each of the Owned Real PropertyProperties as are necessary to permit ingress and egress to and from the Owned Real Property to a public way, free and clear the improvements on the Owned Real Property have access to such sewer, water, gas, electric, telephone and other utilities as are necessary to allow the business of all Liens except Permitted Liens.
(c) the Seller operated thereon to be operated in the ordinary course. There is no pending condemnation or similar proceeding affecting the Owned Real Property or any portion thereof, and to the Knowledge of Seller, no such action is threatened. Except as set forth in on Schedule 3.15(c3.1(i), none the improvements located on the Owned Real Property are in sufficiently good condition (except for ordinary wear and tear) to allow the business of the ELN Companies have granted Seller to be operated in the ordinary course and there has been no damage to such improvements that affects the conduct of such business in any Person material respect that has not been repaired or remedied. Except as set forth on Schedule 3.1(i), there are no lessees or tenants at will in possession of any right portion of first refusalany of the Owned Real Property other than Seller, right of first opportunitywhether as lessees, option tenants at will, trespassers or similar rights to purchase otherwise. Except as set forth on Schedule 3.1(i), no zoning, building or other federal, state or municipal law, ordinance, regulation or restriction is violated in any material respect by the continued maintenance, operation or use of the Owned Real Property or any tract or portion thereof or interest therein or any part thereofin its present manner. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion The current use of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.and all parts thereof does not violate
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Owned Real Property. (a) Schedule 3.15(a10.9.1(a) sets out the municipal address and forth a complete and accurate legal description of all the each parcel of real property used in the Business and owned by an ELN Company the Companies (the “Owned Real Property”).
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c10.9.1(b), none the Companies have unencumbered and marketable title to, and are in possession of, all Owned Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto. The restrictions listed on Schedule 10.9.1(b) are not violated in any way, including, without limitation, by any existing improvements on the Owned Real Property and except as disclosed and/or as a result of law or administrative regulations (e.g. urban preemption right or the like administrative regulation), such restrictions do not grant any Third Party an option or right to acquire or lease all or a portion of the ELN Owned Real Property or materially or adversely affect the right to own, use or operate the Owned Real Property substantially as currently used. Any restriction resulting from law or administrative regulations as above mentioned does not affect the rights to use and operate the Owned Real Properties. All administrative regulations of any kind pertaining to the Companies and/or the Business’ real property have granted been complied with in all material respects. The Owned Real Property and the Leased Real Property referred under Article 10.10, constitutes all real property used or occupied by the Companies in connection with the Business and is not hindered by any kind of restrictions administrative or contractual or otherwise other than those specified in Schedule 10.9.1 (b) or Schedule 10.10.1.
10.9.2 With respect to the Owned Real Property and the Leased Real Property, (i) no portion thereof is subject to any Person pending condemnation proceeding or proceeding by any public or quasi-public authority and, to the Best Knowledge of the Sellers, there is no threatened condemnation or proceeding with respect thereto; (ii) the physical condition of the Owned Real Property and the Leased Real Property is sufficient to permit the conduct of the Business as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course; (iii) except as disclosed in Schedule 10.9.2, there are no contracts, written or oral, to which the Companies or any Affiliate thereof in connection with the Business, is a party, granting to any party or parties (other than the Companies) the right of first refusaluse or occupancy of any portion of the parcels of the Owned Real Property or the Leased Real Property; (iv) except as disclosed in Schedule 10.9.2, right there are no parties (other than the Companies (or its lessees disclosed pursuant to paragraph (iii) above) in possession of first opportunitythe Owned Real Property and/or Leased Real Property and (v) no notice of any material increase in the assessed valuation of the Owned Real Property or the Leased Real Property and no notice of any contemplated special assessment has been received from any relevant authority by any Company and to the Knowledge of the Sellers, option there is no threatened increase in assessed valuation or similar rights threatened special assessment pertaining to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c), no ELN Company has leased (as landlord) any portion the Leased Real Property.
10.9.3 A loss of that certain easement for ingress and egress affecting the Owned Real Property located in Carlstadt, New Jersey, (as more particularly described in that certain deed dated July 19, 1974 and recorded in Bergen County Clerk’s office at Book 5921 page 87 and that certain deed dated May 6, 1976 and recorded in Bergen County Clerk’s office at Book 6118, page 208) will not prevent legal ingress and egress by way of an existing entrance on the northwest boundary from Commercial Avenue to any Person.
(d) Except as set forth in Schedule 3.22, none of the ELN Companies has received any notice of non-compliance of the existing uses of the such Owned Real Property with located in Carlstadt, New Jersey by trucks for loading and unloading purposes, and any Applicable Laws that would, in the aggregate, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the pastother vehicles.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning of any of the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Seller, there are no pending or proposed assessments, capital charges or levies assessed or to be assessed against any of the Owned Real Property by a Governmental Authority.
(h) To the Knowledge of the Seller, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither the Company nor the Seller has received notices from any Governmental Authority of any work orders or directives or notices of deficiency capable of resulting in work orders or directives with respect to the Owned Real Property that would individually or in the aggregate materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(j) Except as set forth in Schedule 3.15(j), neither the Seller nor any ELN Company has received notice of any claims for construction liens with respect to work or services performed or materials supplied in connection with any of the Owned Real Property.
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Samples: Shares and Assets Sale and Purchase Agreement (Cadbury Schweppes Public LTD Co)
Owned Real Property. (a) Schedule 3.15(a) sets out the municipal address and 3.13 contains a complete and accurate legal description correct list of all of the real property (other than Leased Real Property (hereinafter defined)) used in connection with the Business and owned by an ELN Company (“Owned together with the Related Land, the "Real Property”").
(b) The applicable ELN Company has the exclusive right to possess, use and occupy, and has good and marketable legal and beneficial title in fee simple to, all of the Owned Real Property, free and clear of all Liens except Permitted Liens.
(c) Except as set forth in Schedule 3.15(c), none of the ELN Companies have granted to any Person any right of first refusal, right of first opportunity, option or similar rights to purchase any of the Owned Real Property or any interest therein or any part thereof. Except as set forth in Schedule 3.15(c)3.13 and except for Permitted Encumbrances, no ELN Company has leased (as landlord) any portion the Companies have good and marketable fee simple title to all of the Owned Real Property to any Person.
(d) Except as set forth in Schedule 3.22Property, none of including the ELN Companies has received any notice of non-compliance of the existing uses of the Owned Real Property with any Applicable Laws that wouldbuildings, in the aggregatestructures and other improvements located thereon, materially adversely affect the ability to carry on the Business upon the Owned Real Property substantially as it has been carried on in the past.
(e) To the Knowledge of the Seller, the current uses of the Owned Real Property are permitted under current zoning regulations. Neither the Seller nor any ELN Company has a current application for a re-zoning free and clear of any of Encumbrances. Without limiting the Owned Real Property that would materially adversely affect the ability to carry on the Business upon the relevant Owned Real Property substantially as it has been carried on in the past.
(f) There are no pending or to the Knowledge of the Seller, threatened expropriation or condemnation proceedings relating to any of the Owned Real Property.
(g) To the Knowledge of the Sellerforegoing, there are no outstanding options or rights of first refusal or first offer to purchase the Real Property, or any portion thereof or interest therein. Except as disclosed in Schedule 3.13(a), there are no eminent domain (which term, as used herein, shall include other compulsory acquisitions or takings by Governmental Authority) proceedings pending or proposed assessmentsor, capital charges or levies assessed or to be assessed the knowledge of Shareholders, threatened against any Real Property or any material portion thereof which proceedings (if resulting in a taking of the Owned any Real Property by a Governmental Authority.
(h) To could have a material adverse effect on the Knowledge use or value of such Real Property as now used by the SellerCompanies. Shareholders have delivered or caused to be delivered to Buyer, there are no outstanding judgments, writs of execution, seizures, injunctions or directives with respect to the Owned Real Property.
(i) Neither , true and correct copies of any title insurance commitments, title insurance policies and surveys in the Company nor possession of Shareholders or the Seller Companies. Except as disclosed in Schedule 3.13(a), none of Shareholders or the Companies has received notices any notice from any Governmental Authority of any work orders zoning, land use, building, fire or directives health code or notices other legal violation in respect of deficiency capable of resulting in work orders any Real Property, other than violations which have been corrected or directives with respect to the Owned Real Property that would which could not, individually or in the aggregate materially adversely affect the ability to carry aggregate, have a material adverse effect on the Business upon the relevant Owned use or value of such Real Property substantially as it has been carried on now used in the past.
Business. Each Real Property is adequate (j) Except as set forth in Schedule 3.15(j)from both a legal and a physical perspective, neither the Seller nor any ELN Company has received notice of any claims for construction liens including, without limitation, with respect to work compliance with recorded agreements affecting the Real Property and listed in Schedule 3.13(a), but only to the extent compliance with such agreements is the responsibility of Shareholders or services performed the Companies under the terms of such agreements) for the use now made thereof in the Business, except for such inadequacies as could not, individually or materials supplied in connection with any the aggregate, have a material adverse effect on the use of such Real Property as now used in the Owned Real PropertyBusiness.
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