Properties Leases Etc Sample Clauses

Properties Leases Etc. (a) No member of the MIC Group owns any real property. (b) Each member of the MIC Group has: (i) good and marketable title to all of the assets and properties owned by it; (ii) title to the lessee interest in all assets and properties leased by it as lessee; and (iii) full right to hold and use all of the assets used in or necessary to the Business subject to the terms of any agreement relating to those assets, in each case free and clear of Liens except Liens incurred in the ordinary course of the Business or as otherwise disclosed in Section 3.10 of the Disclosure Letter.
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Properties Leases Etc. Except with respect to Liens in favor of the Lender pursuant to the Security Documents, the Company has (A) good and marketable title to all of the assets and properties owned by it, free and clear of all Liens, (B) valid title to the lessee interest in all assets and properties leased by the Company as lessee, free and clear of all Liens, and (C) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens, and in each case subject to applicable laws and the terms of any lease under which the Company leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient to carry on the businesses of the Company as presently conducted. The Company does not own any real property or any interest (other than a leasehold interest) in any real property. The Company's leasehold interests are subject to no Lien, and the Company is in quiet possession of the properties covered by such leases. The Company’s leasehold interests are subject to no Lien caused by the Company, and the Company is in quiet possession of the properties covered by such leases.
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Properties Leases Etc. 5.9.1 In the case of each Marriott Property and Brookdale Property which is a Fee Interest, SPTMRT or SPTBROOK, as applicable, has good record, marketable and indefeasible fee simple absolute title to such Fee Interest. In the case of the Marriott Property which is a Leasehold Interest, SPTMRT has good record and marketable title to such Leasehold Interest. In the case of each Marriott Property and Brookdale Property, the title thereto of SPTMRT or SPTBROOK, as applicable, is free and clear of all Liens and other matters affecting title, except for the Mortgages, the Assignments of Leases, Rents and Lease Guaranties, Permitted Encumbrances and such other matters as are set forth in the Title Insurance Policies. None of the Marriott Properties and Brookdale Properties is located in a Special Flood Hazard Area as defined by the United States Department of Housing and Urban Development, except as set forth in the surveys thereof delivered to Administrative Agent pursuant to Section 4. 1. In the case of each Other Property which is a Fee Interest, Borrower or one of its Subsidiaries has good record, marketable and indefeasible fee simple absolute title to such Fee Interest. In the case of each Other Property which is a Leasehold Interest, Borrower or one of its Subsidiaries has good record and marketable title to such Leasehold Interest. In the case of each Mortgage Interest, Borrower or one of its Subsidiaries owns such Mortgage Interest and the same is supported by a valid and enforceable mortgage lien on the Mortgaged Property subject thereto. In the case of each Mortgage Interest in respect of which all or any part of the Mortgaged Property is a fee interest in land and/or buildings, structures, improvements and fixtures, the Mortgagor with respect to such Mortgaged Property has good record, marketable and indefeasible fee simple absolute title to such Mortgaged Property. In the case of each Mortgage Interest in respect of which all or any part of the Mortgaged Property is a leasehold estate, the Mortgagor with respect to such Mortgaged Property has good record and marketable title to such leasehold estate. 5.9.2 The buildings, structures and other improvements located on each Marriott Property and Brookdale Property are in good operating condition and repair (ordinary wear and tear which are not such as to materially adversely affect the operations of the business conducted thereon, excepted), free of any material structural or engineering defects known t...
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Properties Leases Etc. Except with respect to Liens in favor of the Lender pursuant to the Security Documents and as otherwise previously notified by the Company in a written communication to the Lender specifically identifying in language prepared for the Lender by the Company an exception to the representations and warranties of the Company set forth herein, the Company and each Subsidiary has (A) good, valid and marketable title to all of the assets and properties owned by it, free and clear of all Liens, (B) valid title to the lessee interest in all assets and properties leased by the Company or such Subsidiary as lessee, free and clear of all Liens, and (C) full right to hold and use all of its assets and properties used in or necessary to its businesses and operations, in each case all free and clear of all Liens, and in each case subject to applicable laws and the terms of any lease under which the Company or such Subsidiary leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and are adequate and sufficient to carry on the businesses of the Company and such Subsidiary as presently conducted. Neither the Company nor any Subsidiary owns any real property or any interest (other than a leasehold interest) in any real property. The Company's and each Subsidiary’s leasehold interests are subject to no Lien, and the Company and each Subsidiary is in quiet possession of the properties covered by such leases.
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Properties Leases Etc. (a) Title to Properties;
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Properties Leases Etc. (a) Title to Properties; Condition of Personal Properties. Each of Lilien and Lilien Corp. has (i) good and marketable title to all of the Assets and properties owned by it, including without limitation all Assets and properties reflected in the Lilien Financial Statements, free and clear of all Liens other than Permitted Liens, (ii) valid title to the lessee interest in all Assets and properties leased by it as lessee, free and clear of all Liens, other than Permitted Liens and lessors’ interests in such Assets, and (iii) full right to hold and use all of its Assets and properties used in or necessary to its business and operations, in each case all free and clear of all Liens, and in each case subject to applicable Laws and the terms of any lease under which Lilien leases such Assets or properties as lessee. All such Assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the Business of Lilien and Lilien Corp. as presently conducted and as proposed to be conducted.
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Properties Leases Etc. (a) Title to Properties; Condition of Personal Properties. ICS has (i) good and marketable title to all of the assets and properties owned by it, including without limitation all assets and properties reflected in the ICS Financial Statements free and clear of all Liens, (ii) valid title to the lessee interest in all assets and properties leased by it as lessee, free and clear of all Liens, other than lessors' interests in such assets, and (iii) full right to hold and use all of its assets and properties used in or necessary to its business and operations, in each case all free and clear of all Liens, and in each case subject to applicable Laws and the terms of any lease under which ICS leases such assets or properties as lessee. All such assets and properties are in good condition and repair, reasonable wear and tear excepted, and collectively are adequate and sufficient to carry on the business of ICS as presently conducted and as proposed to be conducted.
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Properties Leases Etc 
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Related to Properties Leases Etc

  • Title to Properties; Leases Except as indicated on Schedule 7.3 hereto, the Borrower and its Subsidiaries own all of the assets reflected in the consolidated balance sheet of the Borrower and its Subsidiaries as at the Balance Sheet Date or acquired since that date (except property and assets sold or otherwise disposed of in the ordinary course of business since that date), subject to no rights of others, including any mortgages, leases, conditional sales agreements, title retention agreements, liens or other encumbrances except Permitted Liens.

  • Leases and Rent Roll To Borrower’s actual knowledge, Borrower has delivered to Lender a true, correct and complete rent roll for the Property (a “Rent Roll”) which includes all Leases affecting the Property (including schedules for all executed Leases for Tenants not yet in occupancy or under which the rent commencement date has not occurred). To Borrower’s actual knowledge, except as set forth in the Rent Roll (as same has been updated by written notice thereof to Lender) and estoppel certificates delivered to Lender on or prior to the Closing Date: (a) each Lease is in full force and effect; (b) the premises demised under the Leases have been completed and the Tenants under the Leases have accepted possession of and are in occupancy of all of their respective demised premises; (c) the Tenants under the Leases have commenced the payment of rent under the Leases and there are no offsets, claims or defenses to the enforcement thereof, and Borrower has no monetary obligations to any Tenant under any Lease; (d) all Rents due and payable under the Leases have been paid and no portion thereof has been paid for any period more than thirty (30) days in advance; (e) the rent payable under each Lease is the amount of fixed rent set forth in the Rent Roll and there is no claim or basis for a claim by the Tenant thereunder for an offset or adjustment to the rent; (f) no Tenant has made any written claim of a material default against the landlord under any Lease which remains outstanding nor has Borrower or Manager received, by in-person, or e-mail (with respect to Major Leases only) communication to an authorized representative of Borrower or Manager, any notice of a material default under any Lease; (g) there is no present material default by the Tenant under any Lease; (h) all security deposits under the Leases have been collected by Borrower; (i) Borrower is the sole owner of the entire landlord’s interest in each Lease; (j) each Lease is the valid, binding and enforceable obligation of Borrower and the applicable Tenant thereunder and there are no agreements with the Tenants under the Leases other than as expressly set forth in the Leases; (k) no Person has any possessory interest in, or right to occupy, the Property or any portion thereof except under the terms of a Lease; (l) none of the Leases contains any option or offer to purchase or right of first refusal to purchase the Property or any part thereof; (m) neither the Leases nor the Rents have been assigned, pledged or hypothecated except to Lender, and no other Person has any interest therein except the Tenants thereunder; and (n) no conditions exist which now give any Tenant or party the right to “go dark” pursuant to the provision of its Lease, if applicable.

  • Properties; Liens (a) The Company and each Subsidiary has good title to, or valid leasehold interests in, all its real and personal properties and assets material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize its properties and assets for their intended purposes. All such owned properties and assets, and all such leasehold interests, are free and clear of Liens, other than Liens expressly permitted under Section 6.02. (b) The Company and each Subsidiary owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other intellectual property material to its business, and the use thereof by the Company and the Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.

  • Real Property; Leasehold (a) No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to, or bound by, any Contract to purchase or sell any real property. (b) Part 3.8(b) of the Disclosure Schedule sets forth a list of each lease, sublease or other Contract pursuant to which any of the Acquired Corporations leases real property from any other Person (such leases, subleases or other Contracts required to be listed thereon, the “Company Leases”). (All real property leased to the Acquired Corporations, including all buildings, structures, fixtures and other improvements leased to the Acquired Corporations, is referred to as the “Leased Real Property”). The present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and Environmental Laws and other Legal Requirements. There is no Legal Proceeding pending, or, to the knowledge of the Company, threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present ownership, use or operation of any Leased Real Property. To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present ownership, use or operation of any Leased Real Property. There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Leased Real Property to any Person other than the Acquired Corporations, and there is no Person in possession of any of the Leased Real Property other than the Acquired Corporations. Each of the Acquired Corporations has complied in all material respects with the terms of all Company Leases relating to the Leased Real Property, and all such Company Leases are in full force and effect in all material respects. To the knowledge of the Company, the Leased Real Property is in good operating condition and repair. The Company has Made Available to Parent true, correct and complete copies of all Company Leases. No Acquired Corporation is party to any Contract or, to the knowledge of the Company, subject to any claim that may require the payment of any real estate brokerage commissions, and no commission is owed with respect to any of the Leased Real Property. The Leased Real Property constitutes all real property used in or necessary to conduct the business of each Acquired Corporation as currently being conducted.

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Properties and Leases Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries have good and marketable title to all real properties and all other properties and assets owned by them, in each case free from liens, encumbrances, claims and defects that would affect the value thereof or interfere with the use made or to be made thereof by them. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and the Company Subsidiaries hold all leased real or personal property under valid and enforceable leases with no exceptions that would interfere with the use made or to be made thereof by them.

  • Leases and Contracts Schedule 8(f) is a list of all Leases and Contracts relating to the Facility to which Seller is a party or by which Seller may be bound. Seller has made or will promptly make available to Buyer true, complete and accurate copies of all Leases and Contracts including, without limitation, any modifications thereto. All of the Leases and Contracts are in full force and effect without claim of material default there under, and, except as may be set forth on Schedule 8(f).

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

  • Real Estate Leases (a) Neither BGH Holdings nor BRH Holdings leases any real estate. Seller does not own or lease any real estate used in connection with the businesses of BGH Holdings, BRH Holdings, or the Companies. (b) Schedule 4.16 sets forth a list of all of the leases or rights of occupancy pursuant to which the Companies (or any of them) lease or sublease any real property or interest therein (collectively, the "Leases"), including the identification of each of the Lessors thereof and the street addresses of the real estate demised under any of the Leases (collectively, the "Leased Real Estate"). Except as set forth in Schedule 4.16, one or more of the Companies is the lessee under all Leases, and no party other than one or more of the Companies has any right to possession, occupancy or use of any of the Leased Real Estate. A true and correct copy of each of the Leases has been delivered to Buyer, together with all amendments and modifications thereto, and no changes, amendments or modifications have been made thereto since the date of such delivery, except as permitted by Section 3.02 (k). Each of the Leases is valid and is in full force and effect and is binding and enforceable in accordance with its terms except to the extent such enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the enforcement of creditors' rights or by general equitable principles. Except as set forth in Schedule 4.16, none of the Companies is in default (after expiration of applicable cure or grace periods) under any provision of any of the Leases, the failure of which to perform would permit the lessor thereunder to terminate such Lease, and, to Seller's knowledge, no event has occurred which (with or without notice, lapse of time or both) would render any of the Companies in default under any of such provisions which default would permit the lessor thereunder to terminate such Lease. To the knowledge of Seller, BRH Holdings, BGH Holdings, or the Companies, no other party to any of the Leases is in default under any of the material commitments and obligations thereof, and no event has occurred which (with or without notice, lapse of time or both) would render any such other party in default under any of such provisions. (c) Except as set forth in Schedule 4.16, the Companies are in actual possession of the Leased Real Estate. Except as set forth in Schedule 4.16, the Companies have good and valid title to all the leasehold estates conveyed under the Leases free and clear of all Liens except for (i) (A) those provided under the relevant lease; (B) matters shown on Schedule 4.16; and (C) defects of title, conditions, easements, covenants or restrictions, if any, none of which items referred to clauses (A), (B) or (C) above is substantial in amount, and none of which, individually or in the aggregate, materially impairs or grants or evidences rights which, if exercised, would materially impair the current use of the affected property in the manner such property is currently being used by the Companies, or impairs the operations of any of the Companies; (ii) zoning or land use ordinances, none of which, to Seller's knowledge, individually or in the aggregate, materially impairs the use of the affected property in the manner such property is currently being used, or impairs the current operations of any of the Companies; and (iii) liens for taxes not yet due and payable (iv) any mortgage liens granted by any lessor under any of the Leases of the lessor's interest in the underlying real estate or the Leases. To Seller's knowledge, none of the Companies has received written notice of any violation of or non-conformity with any zoning, subdivision, wetlands or other similar law, code, rule, regulation or ordinance from any governmental authority with respect to any of the Leased Real Estate, or of any condemnation action, eminent domain proceeding or other litigation concerning any of such properties. (d) Except as set forth in Schedule 4.16, the basic rent, all additional rent and all other charges and amounts payable under the Leases have been paid to date and not more than one month in advance. All work required to be performed under the Leases by the landlords thereunder or by any of the Companies have been performed, and, to the extent that any of the Companies is responsible for payment of such work, has been fully paid for, whether directly to the contractor performing such work or to such landlord as reimbursement therefor, except for items which any of the Companies is disputing in good faith (which items are set forth in Schedule 4.16). (e) Except as set forth on Schedule 4.16, there are no brokerage commissions or finder's fees due from Seller or any of the Companies which are unpaid with regard to any of the Leases or the Leased Real Estate or which will become due at any time in the future with regard to the Leases or the Leased Real Estate. (f) Except as set forth in Schedule 4.16, there have been no casualties which are reasonably likely to result in the termination of any of the Leases or the exercise of any buy-out provision contained in any of the Leases relative to damage by casualty. (g) Except as set forth on Schedule 4.16, (i) no consent of any of the lessors under any of the Leases is required by reason of any of the transactions contemplated by this Agreement, and (ii) none of the rights of any of the Companies under any of the Leases will be impaired by the consummation of the transactions contemplated by this Agreement and all of such rights will be enforceable by the Companies after the Closing Date without the consent or agreement of any other party, including all rights to purchase any of the Leased Real Estate or to renew any of the Leases pursuant to options to purchase or renew contained in any of the Leases. Any lessor under any of the Leases whose consent or agreement is required is identified as such on Schedule 4.16.

  • Ground Leases For purposes of this Exhibit C, a “Ground Lease” shall mean a lease creating a leasehold estate in real property where the fee owner as the ground lessor conveys for a term or terms of years its entire interest in the land and buildings and other improvements, if any, comprising the premises demised under such lease to the ground lessee (who may, in certain circumstances, own the building and improvements on the land), subject to the reversionary interest of the ground lessor as fee owner. With respect to any Mortgage Loan where the Mortgage Loan is secured by a Ground Leasehold estate in whole or in part, and the related Mortgage does not also encumber the related lessor’s fee interest in such Mortgaged Property, based upon the terms of the Ground Lease and any estoppel or other agreement received from the ground lessor in favor of Mortgage Loan Seller, its successors and assigns (collectively, the “Ground Lease and Related Documents”), Mortgage Loan Seller represents and warrants that:

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