Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Catapult Communications Corp), Merger Agreement (Ixia)
Properties. The (a) Section 3.13(a) of the Company does not own Disclosure Letter sets forth, as of the date of this Agreement, (i) a list of all material real properties (by name and location) owned by the Company or any SpinCo Entity (the “Owned Real Property”) and (ii) a list of the material leases, subleases or other material occupancies to which the Company or any SpinCo Entity is a party as tenant for real property. property (the “Real Property Leases”).
(b) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased each Owned Real Property”), (i) the leaseCompany or a SpinCo Entity has good and marketable title to such Owned Real Property, sublease free and clear of all Liens (other than Permitted Liens), (ii) there are no (A) unexpired options to purchase agreements, rights of first refusal or license first offer or any other rights to purchase or otherwise acquire such Owned Real Property or any portion thereof or a direct or indirect interest therein or (B) other outstanding rights or agreements to enter into any Contract for sale, ground lease or letter of intent to sell or ground lease such Owned Real Property, which, in each case, is in favor of any party other than the Company or any SpinCo Entity, (iii) policies of title insurance have been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company or any SpinCo Entity and (iv) there are no existing, pending, or to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or any SpinCo Entity has valid leasehold title to each real property subject to a Real Property Lease, sufficient to allow each of the Company and the SpinCo Entities to conduct their business as currently conducted, (ii) each Real Property Lease under which the Company or any SpinCo Entity leases, subleases or otherwise occupies any real property is valid, legally binding, enforceable binding and in full force and effect, and none of subject to the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or licenseEnforceability Exceptions, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease SpinCo Entity or, to the Knowledge of the Leased Company, any other party to such Real Property (eachLease has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a “Real Property Lease”) prior to default under the scheduled expiration provisions of such Real Property Lease; .
(ivd) neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectMaterial Adverse Effect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 each of the Company Disclosure Letter contains a true and complete list each SpinCo Entity, in respect of all Leased Real Propertyof its properties, assets and other rights that do not constitute real property or Intellectual Property (i) has valid title to all such properties, assets and other rights reflected in its books and records as owned by it free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or valid contractual rights to use all of such properties, assets and other rights (in each case except for Permitted Liens).
(e) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each material item of tangible personal property owned, leased or licensed by the Company and the SpinCo Entities is adequate for its present and intended use and operation and is in good operating condition, ordinary wear and tear excepted.
Appears in 2 contracts
Samples: Merger Agreement (Meredith Corp), Merger Agreement (IAC/InterActiveCorp)
Properties. (a) The Company does not own any or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real propertyproperties and tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than Permitted Liens of the Company and its Subsidiaries. Except in any such case as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, the Company, tangible personal property currently used in the operation of the business of the Company and its Subsidiaries is in good working order (reasonable wear and tear excepted).
(b) Each of the Company and its Subsidiaries has complied with respect to the terms of all real property leasedleases to which it is a party, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for and all such property is valid, legally binding, enforceable and leases are in full force and effect, except for any such noncompliance or failure to be in full force and none effect that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any other party to the lease, is in breach or default under such lease, and no event has occurred or circumstance exists which would, with or without notice, lapse of time, or both, constitute a breach or default under such lease. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated, or otherwise transferred any lease or any interest therein nor has the Company or any of its Subsidiaries subleased, licensed, or otherwise granted any Person (other than another wholly owned Subsidiary of the Company) a right to use or occupy such leased real estate or any portion thereof.
(c) Section 4.19(c) of the Company Disclosure Letter sets forth a true and complete list of (i) all real property owned by the Company or any of its Subsidiaries and (ii) all real property leased for the benefit of the Company or any of its Subsidiaries is pursuant to a Contract providing for annual aggregate rent in breach excess of or default under such lease$25,000. This Section 4.19 does not relate to Intellectual Property matters, sublease or license, and no event has occurred which, with notice, lapse which matters are the subject of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property4.20.
Appears in 2 contracts
Samples: Merger Agreement (Neos Therapeutics, Inc.), Merger Agreement (Aytu Bioscience, Inc)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect, the Company and its Subsidiaries have good and marketable title to, or in the case of leased property and assets have valid leasehold interests in, all property and assets (whether real, personal, tangible or intangible) reflected on the CompanyCompany Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with respect to past practice.
(b) Section 4.14(b) of the Company Disclosure Schedule contains a true and complete list, as of the date hereof, of all real property leased, subleased or licensed to owned by the Company or and its Subsidiaries (the “Leased Owned Real Property”).
(c) Section 4.14(c) of the Company Disclosure Schedule contains a true and complete list, (i) as of the date hereof, or each material lease, sublease or license for such property is valid(each, legally binding, enforceable and in full force and effect, and none of a “Lease”) under which the Company or any of its Subsidiaries is in breach of leases, subleases or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by licenses any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property real property (the “ImprovementsLeased Real Property” and together with the Owned Real Property, the “Company Real Property”) are in good repair and operating condition). Except as would not reasonably be expected to have, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used individually or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current usea Company Material Adverse Effect, occupancy or operation thereof; (iiii) each Lease is valid and in full force and effect and (ii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachSubsidiaries, a “Real Property Lease”) prior nor to the scheduled expiration Company’s knowledge any other party to a Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Real Property Lease; (iv) , and neither the Company nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority that any portion of Lease.
(d) Except as would not reasonably be expected to have, individually or in the Leased aggregate, a Company Material Adverse Effect, the Company Real Property and any plants, buildings, structures and equipment thereon owned or any of leased by the Improvements located thereon currently violates any Applicable Laws Company and its Subsidiaries have no defects, are in any material respect, including those laws relating to zoning, building, land use, health good operating condition and safety, fire, air, sanitation repair and noise control; and have been maintained consistent with standards generally followed in the industry (v) given due account to the knowledge age and length of use of same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses and, to the Company’s knowledge, there in the case of buildings (including the roofs thereof), are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertystructurally sound.
Appears in 2 contracts
Samples: Merger Agreement (Smith & Nephew PLC), Merger Agreement (Arthrocare Corp)
Properties. The (a) None of the Company does not own or any Company Subsidiary owns any real property.
(b) Section 3.19(b) of the Company Disclosure Letter contains an accurate and complete list, as of the date of this Agreement, of all material real property that is leased, subleased, sub-subleased, or licensed to the Company or any Company Subsidiary, as applicable, and sets forth an accurate and complete list of any and all material leases, subleases, sub-subleases and licenses to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). Except Accurate and complete copies of all material Real Estate Leases (including all material modifications, amendments, supplements, waivers and side letters thereto) have been made available to Parent.
(c) Each Real Estate Lease (i) is in full force and effect and is valid and legally binding obligation of the parties thereto, enforceable in accordance with its terms, subject to: (A) Laws of general application relating to bankruptcy, insolvency, reorganization, fraudulent transfer, moratorium or similar Laws affecting creditors’ rights generally; and (B) rules of law governing specific performance, injunctive relief and other equitable remedies (the foregoing (A) and (B), the “Enforceability Limitations”); (ii) has not been amended or modified in any such case material respect except as reflected in the modifications, amendments, supplements, waivers and side letters thereto made available to Parent; and (iii) except with respect to any Permitted Liens granted under the terms of any of the Real Estate Leases, has not been assigned in any manner by the Company or any of the applicable Company Subsidiaries, other than, in each case, any matters that, individually or in the aggregate, have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries Effect.
(the “Leased Real Property”), (id) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither Neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received a written notice from of default under any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyEstate Lease which remains uncured.
Appears in 2 contracts
Samples: Merger Agreement (Arch Capital Group Ltd.), Merger Agreement (Watford Holdings Ltd.)
Properties. The Except as otherwise disclosed in the Prospectus: (i) the Company does not own and its subsidiaries have good and insurable or good, valid and insurable title (either in fee simple or pursuant to a valid leasehold interest) to all properties and assets described in the Prospectus as being owned or leased, as the case may be, by them and to all properties reflected in the Company’s most recent consolidated financial statements included in the Prospectus, and neither the Company nor any real property. Except in of its subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the rights of the Company or any subsidiary with respect to any such case as has not had properties or assets (or any such lease) or affecting or questioning the rights of the Company or any such subsidiary to the continued ownership, lease, possession or occupancy of such property or assets; (ii) there are no Liens, claims or restrictions on or affecting the properties and would not reasonably be expected to haveassets of the Company or any of its subsidiaries which could, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect; (iii) no person or entity, including, without limitation, any tenant under any of the Company, with respect leases pursuant to the real property leased, subleased or licensed to which the Company or any of its Subsidiaries subsidiaries leases (as lessor) any of its properties (whether directly or indirectly through other partnerships, limited liability companies, business trusts, joint ventures or otherwise) has an option or right of first refusal or any other right to purchase any of such properties; (iv) to the “Leased Real Property”)Company’s knowledge, (i) each of the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none properties of the Company or any of its Subsidiaries is subsidiaries has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in breach the aggregate, reasonably be expected to have a Material Adverse Effect; (v) to the Company’s knowledge, each of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any the properties of the Company or any of its Subsidiaries subsidiaries is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities could not, individually or permit terminationin the aggregate, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreementreasonably be expected to have a Material Adverse Effect; (iivi) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge each of the Company, there are no facts properties of the Company or conditions affecting any of the Improvements thatits subsidiaries complies with all applicable codes and zoning and subdivision laws and regulations, except for such failures to comply which could not, individually or in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereofhave a Material Adverse Effect; (iiivii) all of the leases under which the Company or any of its subsidiaries holds or uses any real property or improvements or any equipment relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries is currently participating in default in the payment of any amounts due under any such leases or in any discussions other default thereunder and the Company knows of no event which, with the passage of time or negotiations regarding termination the giving of notice or both, could constitute a default under any lease of such lease, except such defaults that could not, individually or in the Leased Real Property (eachaggregate, reasonably be expected to have a “Real Property Lease”) prior to the scheduled expiration of such Real Property LeaseMaterial Adverse Effect; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (vviii) to the knowledge of the Company, there are is no condemnation or eminent domain proceedings pending or threatened against condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to the properties of the Company or any of its subsidiaries, except such proceedings or actions that could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect; and (ix) neither the Company nor any of its subsidiaries nor any lessee of any of the Leased Real Property. Section 5.19 real property or improvements of the Company Disclosure Letter contains or any of its subsidiaries is in default in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company or any of its subsidiaries leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships, limited liability companies, joint ventures or otherwise), and the Company knows of no event which, with the passage of time or the giving of notice or both, would constitute such a true and complete list default under any of all Leased Real Propertysuch leases, except such defaults as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Selected Dealer Agreement (Cb Richard Ellis Realty Trust), Selected Dealer Agreement (Cb Richard Ellis Realty Trust)
Properties. (a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property (including the Real Property) and assets necessary to operate its business, free and clear of all Liens other than Permitted Liens. To the Knowledge of the Company, each such property or asset is in all material respects in sufficient operable condition and repair to conduct the Company’s business, subject to normal wear and tear, ongoing repairs or refurbishments conducted in the ordinary course of business.
(b) As of the date hereof, Section 4.14(b) of the Company Disclosure Schedule sets forth a true and complete list of (i) all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”), and (ii) all real property leased by or for the benefit of, or occupied by, the Company or any of its Subsidiaries for which the Company or its Subsidiaries made gross rental payments to the lessor of at least $1,000,000 in the Company’s 2022 fiscal year (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). The Company does has delivered or made available to Parent copies of all material leases, subleases or licenses, and all material amendments and modifications thereof, with respect to the Leased Real Property (each, a “Real Property Lease”).
(c) Except as would not own reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Real Property Lease is valid and in full force and effect, (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Real Property Lease, has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a material default under the provisions of such Real Property Lease, and neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any Real Property Lease, (iii) the Company and its Subsidiaries have not (A) subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property, or (B) collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein, (iv) the Company or its Subsidiary has not leased or otherwise granted to any Person the right to use or occupy any Owned Real Property or any portion thereof, and (v) there are no outstanding options, rights of first offer or rights of first refusal to purchase any Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Subsidiary is a party to any agreement or option to purchase any real property. property or interest therein.
(d) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, the Company has not received any written notice that all or any portion of Real Property is subject to any governmental order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor and to the Knowledge of the Company, with respect to there is no such governmental order threatened against all or any portion of the real property leased, subleased or licensed to Real Property.
(e) Except for any Permitted Liens and as set forth in Section 4.14(e) of the Company Disclosure Schedule and except as has not had and would not reasonably be expected to have, individually or its Subsidiaries (in the “Leased Real Property”)aggregate, a Company Material Adverse Effect, (i) the lease, sublease there are no contractual or license for such property is valid, legally binding, enforceable and in full force and effect, and none of legal restrictions that prevent the Company or any of its Subsidiaries is from using any Real Property for its current use and (ii) all structures and other buildings on the Real Property are in breach good operating condition and sufficient for the operation of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any the business of the Company or and its Subsidiaries as currently conducted and none of such structures or permit terminationbuildings is in need of maintenance or repairs except for ordinary, modification or acceleration by any third party thereunderroutine maintenance and repairs, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to except for ordinary wear and tear, and are adequate and suitable for .
(f) The Real Property comprises all of the purposes for which they are presently being material real property used or held for useintended to be used in, andor otherwise related to, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 business of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits Subsidiaries as currently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Chase Corp), Merger Agreement (Chase Corp)
Properties. The (a) Neither the Company does not nor any of its Subsidiaries own any real property. .
(b) Except in any such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyProhibited Effect, with respect to the real property leased, subleased or licensed to each of the Company or and its Subsidiaries (has good and marketable title to all the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable properties and in full force and effect, and none of assets owned by the Company or any of its Subsidiaries or, in the case of property held under Lease or other Contract, each of the Company and its Subsidiaries have a valid and subsisting leasehold interest in or a legal, valid and enforceable right to use, free and clear of all Liens except Permitted Liens.
(c) All material leases, subleases, licenses and other occupancy agreements together with any amendments thereto, any option agreements and any subordination, nondisturbance and attornment agreements (the "Leases"), with respect to all real property leased or subleased by the Company or any of its Subsidiaries are in full force and effect. Neither the Company or any of its Subsidiaries nor, to the Company's Knowledge, any other party thereto is in breach of or default under such lease, sublease or license, any of the Leases (and no event has occurred which, with notice, due notice or lapse of time or both, would constitute such a breach default), except for such defaults which, individually or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would not reasonably be expected to have a Prohibited Effect. The Company has made available to Parent true correct and complete copies of each Lease required to be listed on Schedule 4.12.
(d) The assets of the Company and its Subsidiaries in the aggregate are adequate to conduct the operations of the Company and its Subsidiaries in substantially the manner currently conducted.
(e) The tangible personal property of the Company and its Subsidiaries is in good condition and repair (ordinary wear and tear excepted) and is adequate for the uses to which it is being put and for the conduct of the business of the Company and its Subsidiaries as currently conducted.
(f) For purposes of this Agreement, the term "Lien" means any charge, claim, community property interest, condition, equitable interest, lien, option, pledge, security interest, right of first refusal, or restriction of any kind, including any restriction on use, voting, transfer, receipt of income, or exercise of any other attribute of ownership. In addition, the term "Permitted Liens" means, with respect to any asset, (i) covenants, conditions, restrictions, encroachments, encumbrances, easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other imperfections of title (other than a Lien securing any Indebtedness) with respect to such asset which, individually or in the aggregate, does not materially detract from the value of, or materially interfere with the current use, present occupancy or operation thereofuse of, such asset and the continuation of the present occupancy or use of such asset; (ii) the matters set forth on Schedule 4.9; (iii) neither the Company nor any of its Subsidiaries is currently participating unfiled mechanic's, materialmen's and similar liens with respect to amounts not yet due and payable or which are being contested in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Leasegood faith through appropriate proceedings; (iv) neither liens for Taxes not yet delinquent or which are being contested in good faith through appropriate proceedings and, for those existing on the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion date of the Leased Real Property Balance Sheet, for which adequate reserves in accordance with GAAP are reflected on the Balance Sheet, or any arose subsequent to the date of the Improvements located thereon currently violates any Applicable Laws date of the Balance Sheet in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise controlthe ordinary course of business; and (v) liens securing rental payments under operating leases and capital lease arrangements, which capital lease arrangements if existing on the date of the Balance Sheet were reflected on the Balance Sheet, or arose subsequent to the knowledge date of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any Balance Sheet in the ordinary course of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertybusiness.
Appears in 2 contracts
Samples: Merger Agreement (Level 3 Communications Inc), Merger Agreement (Software Spectrum Inc)
Properties. The Company does not own any real property. (i) Except in any such case as has not had and for matters that would not reasonably be expected to have, individually or in the aggregate, aggregate have a Material Adverse Effect on Effect, each of the CompanyCompany and its Subsidiaries has good and marketable title to, with respect or in the case of leased tangible property and leased tangible assets has valid and enforceable leasehold interests in, all of its properties and tangible assets, free and clear of all Liens, except for Permitted Liens.
(ii) The material properties and tangible assets owned or leased by the Company and its Subsidiaries, or which they otherwise have the right to use, are, in the aggregate, sufficient (subject to normal wear and tear) to operate their businesses in all material respects as they are currently conducted.
(iii) Section 3.01(o)(iii) of the Company Letter sets forth a complete and correct list, as of the date hereof, of all real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such and interests in real property is valid, legally binding, enforceable and in full force and effect, and none of leased by the Company or any of its Subsidiaries (each such property, a “Leased Real Property”). Neither the Company nor any of its Subsidiaries currently owns or has previously owned any real property or interests in real property.
(iv) Each of the Company and its Subsidiaries is in breach compliance in all material respects with the terms of or default under such lease, sublease or licenseall leases of Leased Real Property to which it is a party, and no event has occurred whicheach such lease is a legal, with notice, lapse of time or both, would constitute a breach or default by any valid and binding agreement of the Company or its Subsidiaries or permit terminationSubsidiary, modification or acceleration by any third party thereunder, or prevent as the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for usecase may be, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements thateach other party thereto, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither enforceable against the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of such Subsidiary, as the Leased Real Property (eachcase may be, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectand, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation against the other party or eminent domain proceedings pending parties thereto, in each case, in accordance with its terms, subject to bankruptcy, insolvency, moratorium, reorganization or threatened against any similar laws affecting the rights of creditors generally and the Leased Real Propertyavailability of equitable remedies. Section 5.19 Each of the Company Disclosure Letter contains a true and complete list of its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases to Leased Real PropertyProperty to which it is a party and under which it is in occupancy.
Appears in 2 contracts
Samples: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Atheros Communications Inc)
Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or one of its Subsidiaries (has good title to all the “Leased Real Property”), (i) properties and assets reflected in the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none unaudited balance sheet of the Company as at June 30, 2019 included in the Company SEC Documents as being owned by the Company or any one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except (a) statutory Liens securing payments not yet due or the amount or validity of which is being contested in good faith by appropriate proceedings, (b) Liens arising under worker’s compensation, unemployment insurance, social security, retirement and similar legislation and (c) such imperfections or irregularities or title, easements, rights of way and other Liens, whether or not of record, that do not materially affect the use of the properties or assets subject thereto for the purposes for which they are currently being used. Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or one of its Subsidiaries is the lessee of all leasehold estates reflected in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any the unaudited balance sheet of the Company as at June 30, 2019 included in the Company SEC Documents or its Subsidiaries acquired after the date thereof that are material to the Company’s business on a consolidated basis (except for leases that have expired by their terms since the date thereof or permit terminationbeen assigned, modification terminated or acceleration by any third party otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased thereunder, or prevent and each such lease is valid without default thereunder by the consummation of the transactions contemplated by this Agreement; (ii) lessee or, to the knowledge of the Company, the improvements located lessor. Except as would not result in a Material Adverse Effect, the Leased Real Property (buildings and structures of the “Improvements”) Facilities are structurally sound, in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for uses to which they are presently being used put, and none of such property is in need of maintenance or held repairs except for useordinary, and, to routine maintenance and repairs that are not material in nature or cost. Section 3.17 of the Company Disclosure Letter sets forth the production capacity of each Facility as of the date of this Agreement. To the knowledge of the Company, (i) there are no facts existing, pending or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy threatened condemnation Actions or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws similar proceedings relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; any Facilities and (vii) to the knowledge of the Company, there are no condemnation circumstances reasonably likely to cause a material production reduction or eminent domain proceedings pending stoppage at any Facility and no such reduction or threatened against any of stoppage is planned. “Facilities” means collectively the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains Company’s manufacturing facilities in Buchanan, New York, Silver Grove, Kentucky and Palatka, Florida and each site complex individually is referred to as a true and complete list of all Leased Real Property“Facility”.
Appears in 2 contracts
Samples: Merger Agreement (Continental Building Products, Inc.), Merger Agreement (Continental Building Products, Inc.)
Properties. The Company does not own (a) SOR has made available to SOR II a list of each parcel of real property currently owned or ground leased by SOR or any real SOR Subsidiary, together with the applicable SOR Subsidiary owning or leasing such property. Except as set forth in any Section 5.10 of the SOR Disclosure Letter or as disclosed in title insurance policies and reports (and the documents or surveys referenced in such case policies and reports): (A) SOR or a SOR Subsidiary owns fee simple title to each of the SOR Properties, free and clear of Liens, except for Permitted Liens; (B) except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a SOR Material Adverse Effect on Effect, neither SOR nor any SOR Subsidiary has received written notice of any violation of any Law affecting any portion of any of the CompanySOR Properties issued by any Governmental Authority; and (C) except as would not, individually or in the aggregate, have a SOR Material Adverse Effect, neither SOR nor any SOR Subsidiary has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the real SOR Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the SOR Properties or by the continued maintenance, operation or use of the parking areas.
(b) SOR has not received written notice of, nor does SOR have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SOR Properties or the improvements thereon, except as would not, individually or in the aggregate, have a SOR Material Adverse Effect.
(c) SOR and the SOR Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SOR’s nor the SOR Subsidiaries’ ownership of any such personal property leasedis subject to any Liens, subleased other than Permitted Liens.
(d) A policy of title insurance has been issued for each SOR Property insuring, as of the effective date of such insurance policy, (i)(A) fee simple title interest held by SOR or licensed the applicable SOR Subsidiary with respect to SOR Properties that are not subject to ground leases and (B) a valid leasehold estate held by SOR or the applicable SOR Subsidiary that are subject to ground leases and (ii) to the Company or its Subsidiaries (the “Leased Real Property”)Knowledge of SOR, (i) the lease, sublease or license for such property is valid, legally binding, enforceable and insurance policies are in full force and effect, and none no material claim has been made against any such policy that remains outstanding as of the Company or any date of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyhereof.
Appears in 2 contracts
Samples: Merger Agreement (Pacific Oak Strategic Opportunity REIT II, Inc.), Merger Agreement (Pacific Oak Strategic Opportunity REIT, Inc.)
Properties. Section 3.1 (v) of the Disclosure Schedule contains a true and complete list of all real properties owned or leased by the Company. The Company does not own has good and marketable title to all properties, assets and rights of any kind whatsoever which are material to the conduct of its business (whether real, personal or mixed, and whether tangible or intangible) owned by it (collectively, along with leased real property. Except property of the Company, the "Company Assets"), in any each case free and clear of all Liens and other encumbrances except for such case as has not had Liens which have been disclosed in the SEC Documents or are listed on Section 3.1(v) of the Company Disclosure Schedule and would not reasonably be expected to haveexcept those Liens and defects or burdens on title which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on the Company. There are no pending or, with respect to the knowledge of the Company, threatened condemnation proceedings against or affecting any Company Asset, and, to the knowledge of the Company, none of the Company Assets is subject to any commitment or other arrangement for its sale to a third party outside the ordinary course of business, which in the case of any such condemnation or sale either individually or in the aggregate would reasonably be expected to have a Material Adverse Effect on the Company. Each of the leases for real property leased, subleased or licensed to under which the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property any Subsidiary is currently a lessee is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any Subsidiary has violated any provision of, or failed to perform any act which, with or without notice, lapse of its Subsidiaries is currently participating in time, or both, could reasonably be expected to constitute a default under the provisions of, any discussions such lease, except where the lack of validity, full force and effect or negotiations regarding termination of any lease of enforceability or the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration existence of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating default would not reasonably be expected to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of have a Material Adverse Effect on the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Rental Service Corp), Merger Agreement (Rental Service Corp)
Properties. (a) The real property set forth on Section 3.13(a) of the Company Disclosure Letter constitutes all Owned Real Property. The Company does not own or one of its Subsidiaries, has good fee simple title to each parcel of real property included in the Owned Real Property, together with all improvements thereon, free and clear of all Encumbrances, except Permitted Encumbrances. There are no tenants or other persons occupying any space in the Owned Real Property, other than any use and occupancy rights granted to third party owners, tenants or licensees pursuant to Contracts with respect to such real propertyproperty entered in the ordinary course of business consistent with past practice.
(b) Section 3.13(b) of the Company Disclosure Letter contains a true and correct list of all leases or subleases of Leased Real Property entered into by the Company or any of its Subsidiaries (the “Leases”). Except The Company has made available to the Parent Entities true and complete in all material respects copies of each Lease.
(c) With respect to each Lease, (A) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in material default thereunder and no event or condition has occurred or exists that, with the passage of time, the giving of notice, or both, would constitute a material default thereunder, (B) each such Lease is in full force and effect, and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, of the other parties thereto, subject to the General Enforceability Exceptions, and (C) neither the Company nor any of its Subsidiaries has received any notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any such Lease, in each case except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, there are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Owned Real Property or Leased Real Property.
(e) To the Company’s Knowledge, the Company has made available to Parent any and all existing title policies, title reports, surveys and zoning reports relative to the Owned Real Property that are in the Company’s or any of its Subsidiaries’ possession.
(f) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any one of its Subsidiaries has received written notice from any Governmental Authority that any portion good title to, or a valid and binding leasehold or other interest in (subject to the General Enforceability Exceptions), all tangible personal property necessary for the conduct of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 business of the Company Disclosure Letter contains and its Subsidiaries, taken as a true whole, as currently conducted, free and complete list clear of all Leased Real PropertyEncumbrances, other than Permitted Encumbrances.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Merger Agreement (Black Box Corp)
Properties. (a) Neither the Company nor any of the Company Subsidiaries owns any real property interests as of the date hereof. The Company does not own any real property. Except in any such case as has not had Made Available to Parent true, correct and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the complete copies of all material real property leasedand equipment leases (each a "Lease" and collectively, subleased or licensed the "Leases") to which the Company or its Subsidiaries (a Company Subsidiary is a party as of the “Leased Real Property”), (i) date hereof and each amendment thereto that is in effect as of the lease, sublease or license for such property is valid, legally binding, enforceable and date hereof. All Leases are in full force and effect, are valid and none of the Company or effective in accordance with their respective terms, and there is not, under any of its Subsidiaries is in breach such leases, any existing default or event of default (or default under such lease, sublease event that with notice or license, and no event has occurred which, with notice, lapse of time time, or both, would constitute a breach default) by the Company or default any Company Subsidiary, or to the Company's knowledge, by any other party thereto that would give rise to a material claim against the Company or any Company Subsidiary that would have a Material Adverse Effect.
(b) Each of the Company or its and the Company Subsidiaries or permit termination, modification or acceleration by any third party thereunderhas good and valid title to, or prevent in the consummation case of leased properties and assets, valid leasehold interests in, all of its material tangible properties and assets, real, personal and mixed, used or held for use in its business, in each case, free and clear of any Encumbrances, except for Permitted Encumbrances or as reflected in the Company Financial Statements and except for Encumbrances for Taxes not yet due and payable and such Encumbrances or other imperfections of title, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere with the present use, of the transactions contemplated by this Agreement; property subject thereto or affected thereby.
(c) The equipment of the Company and each Company Subsidiary that are used in the operations of their respective businesses are (i) suitable for the uses to which they are currently employed, (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair operating condition and operating conditionrepair, subject only to ordinary normal wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachregularly and properly maintained, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the Company nor any ordinary course of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectbusiness, including those laws relating to zoningconsistent with past practice, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge Company's knowledge, free from any material defects or deficiencies, except in the case of the Companyclauses (i) through (v) above, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains would not have a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Radiologix Inc), Merger Agreement (Primedex Health Systems Inc)
Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) with respect to the real property owned by the Company or its Subsidiaries (the “Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good, marketable indefeasible fee simple title to the Owned Real Property, free and clear of any Lien (other than Permitted Liens); (ii) with respect to the real property leased, subleased or licensed to or otherwise occupied by the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease sublease, license or license occupancy agreement for such property is valid, legally bindingand binding on and enforceable by/against the Company or its Subsidiaries, enforceable as applicable (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity), and to the knowledge of the Company, each other party thereto, and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease sublease, license or license, occupancy agreement and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (iiiii) with respect to any real property leased, subleased or licensed by the knowledge Company or any of the Companyits Subsidiaries to a third party, the lease, sublease, license or occupancy agreement for such property is valid, enforceable and binding on the parties thereto (except those which are cancelled, rescinded or terminated after the date of this Agreement in accordance with their terms and subject to applicable bankruptcy, insolvency, fraudulent transfers, reorganization, moratorium and other laws, affecting creditors’ rights generally and general principles of equity) and in full force and effect and no party thereto is in breach of or default under such lease, sublease, license or occupancy agreement and no event has occurred which, with notice, lapse of time or both would constitute a breach or default by any party thereto or permit termination or modification thereof; and (iv) all buildings, structures, fixtures and improvements located in included within the Leased Owned Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, and to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 4.18 of the Company Disclosure Letter Schedule contains a true and complete list of all Owned Real Property or Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Razor Holdco Inc.), Merger Agreement (Thermadyne Holdings Corp /De)
Properties. (a) The Company does not own or a Subsidiary of the Company owns good and marketable fee simple title (or leasehold estate) to each of its real properties used in the ordinary course of its business (such real property, together with all buildings, structures and other improvements and fixtures located on or under such real property and all easements, rights of way and other appurtenances to such real property, collectively, the “Company Properties” and each, a “Company Property”). Section 3.7(a) of the Company Disclosure Schedule sets forth each Company Property owned or leased by the Company and its Subsidiaries, and, for each Company Property that is leased to a tenant, the following information: (i) the address of the Company Property and the name of the Company Subsidiary that owns such Company Property, (ii) the name of the tenant, (iii) the “concept”, and (iv) whether the Company Property currently is or, to the Company’s Knowledge, has ever been operated as a gas station. Except (i) as set forth in the Title Insurance Policies, (ii) for the Company Leases, (iii) for any easements granted in the ordinary course of business since the date of the Title Insurance Policies, none of which has had or would reasonably be expected to result in a Company Material Adverse Effect, and (iv) mortgage encumbrances related to securitizations or secured transactions, no other Person has any real property. Except property ownership interest in any such case as has of the Company Properties (other than those Company Properties owned in joint venture arrangements). The Company Properties are not had subject to any rights of way, written agreements, covenants, laws, ordinances and regulations (including zoning regulations or building codes affecting building use or occupancy, or reservations of an interest in title (collectively, “Property Restrictions”) or liens (including liens for Taxes), mortgages or deeds of trust, claims against title, charges which are liens, security interests or other encumbrances on title (collectively, the “Encumbrances”), except for (A) Property Restrictions imposed or promulgated by law or any Governmental Entity with respect to real property, including zoning regulations which would not reasonably be expected to haveresult in a Company Material Adverse Effect, individually (B) Property Restrictions and Encumbrances disclosed on the Title Insurance Policies or existing surveys and easements granted in the aggregateordinary course of business since the date of the Title Insurance Policies, none of which would adversely effect the tenant’s obligation to pay rent under the applicable Company Lease (as defined below), (C) mechanics’, carriers’, workmen’s and repairmen’s liens and other Encumbrances and Property Restrictions, if any, which would not reasonably be expected to result in a Company Material Adverse Effect on Effect, and (D) liens for Taxes not yet due and payable (items (i) – (iv) of the preceding sentence and the foregoing items (A) – (D), the “Permitted Encumbrances”). There is no default under any of the Permitted Encumbrances which would reasonably be expected to result in a Company Material Adverse Effect.
(b) Valid policies of title insurance (“Title Insurance Policies”) have been issued or irrevocably committed to be issued insuring the Company, with respect ’s or the applicable Company Subsidiary’s fee simple title (or leasehold estate) in each of the Company Properties owned by it in amounts at least equal to the real property leased, subleased purchase price thereof paid by Company or licensed to its Subsidiary in the case of Company Properties owned by the Company or any of its Subsidiaries (Subsidiaries, subject only to matters and exceptions disclosed in such policies, none of which would adversely effect the “Leased Real Property”)tenant’s obligation to pay rent under the applicable Company Lease. Such policies are, (i) at the leasedate hereof, sublease or license for such property is valid, legally binding, enforceable and in full force and effecteffect and no written claim has been made against any of the Title Insurance Policies.
(c) There has been no physical damage to any Company Properties which would be reasonably expected to result in a Company Material Adverse Effect after giving effect to any applicable insurance.
(d) Neither Company nor any of the Subsidiaries of the Company nor, to the Company’s Knowledge, any tenant under a Company Lease, has received any notice with respect to any Company Property, and none neither the Company nor any of the Subsidiaries has any Knowledge, to the effect that any condemnation or rezoning proceedings are pending or threatened which would reasonably be expected to result in a Company Material Adverse Effect. All work to be performed, payments to be made and actions to be taken by the Company or any of its Subsidiaries is prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in breach connection with a site approval, zoning reclassification or other similar action (e.g., local improvement district, road improvement district, environmental mitigation) material to Company and any of its Subsidiaries taken as a whole have been performed, paid or default under such leasetaken, sublease or licenseas the case may be, and to the Company’s Knowledge, no event has occurred whichplanned or proposed work, with notice, lapse of time payments or both, would constitute a breach or default by actions that may be required after the date hereof pursuant to such agreements are material to Company and any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; taken as a whole.
(iie) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither Neither the Company nor any of its Subsidiaries Subsidiary has engaged any property manager that is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither not the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 a Subsidiary of the Company Disclosure Letter contains a true and complete list of all Leased Real for any Company Property.
Appears in 2 contracts
Samples: Merger Agreement (Trustreet Properties Inc), Merger Agreement (Trustreet Properties Inc)
Properties. The (a) Neither the Company does not nor any of its Subsidiaries own any real property. Except .
(b) The Company or one of its Subsidiaries has a valid leasehold interest in each parcel of real property leased by the Company and its Subsidiaries (including the parcels of real property listed in Section 3.18 of the Company Disclosure Letter), free and clear of all Liens other than (i) Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice and (iii) any such matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use or operation of the assets by the Company and its Subsidiaries (“Permitted Liens”).
(c) Except to the extent disposed of in the ordinary course of business consistent with past practice, the Company or one of its Subsidiaries has good and valid title to, or in the case of leased personal property, a valid leasehold interest in, each item of personal property that is recorded or reflected as owned or leased, as the case may be, on the audited consolidated balance sheet of the Company and its Consolidated Subsidiaries as at December 31, 2010 included in the Company SEC Documents, in each case free and clear of all Liens other than Permitted Liens.
(d) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on Effect. This Section 3.18 does not relate to intellectual property, which is the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none subject of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property3.19.
Appears in 2 contracts
Samples: Merger Agreement (Accuray Inc), Merger Agreement (TomoTherapy Inc)
Properties. The Company does not own any real property. (a) Except in for any such case as has matters that, individually or in the aggregate, have not had and would not reasonably be expected to havehave a Material Adverse Effect, the Company and its Subsidiaries have (i) good and defensible title (as defined in Section 4.17(i)(ii)) to (A) all of the Oil and Gas Interests reflected in the Company Reserve Reports as attributable to interests owned by the Company and its Subsidiaries, except for such Oil and Gas Interests sold, used or otherwise disposed of since December 31, 2010 in the ordinary course of business and (B) the Oil and Gas Interests set forth on Section 4.17(a) of the Company Disclosure Schedule, except for such Oil and Gas Interests sold, used or otherwise disposed of since July 1, 2011 in the ordinary course of business and (ii) except for properties and assets sold, used or otherwise disposed of since March 31, 2011 in the ordinary course of business, good, marketable and valid fee simple title to all other real properties and assets reflected in the March 31, 2011 balance sheet included in the Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis, free and clear of all Liens except (x) Permitted Liens and (y) Production Burdens (as defined in Section 4.17(i)(i)) taken into account in Section 4.17(a) of the Company Disclosure Schedule. Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (i1) the lease, sublease or license for such property is valid, legally binding, enforceable each Oil and in full force and effect, and none of Gas Lease under which the Company or any of its Subsidiaries leases, subleases, licenses or otherwise acquires or obtains rights in any Oil and Gas Interests and each other such real property is valid and in breach full force and effect (subject to lease expirations from and after December 31, 2010 in the ordinary course of business); (2) none of the Company and any of its Subsidiaries, nor to the Knowledge of the Company any other party to an Oil and Gas Lease or default under such leaseother real property instrument, sublease has violated any provision of, or license, and no event has occurred taken or failed to take any act which, with without or without notice, lapse of time time, or both, would constitute a breach or default by any under the provisions of such Oil and Gas Lease; and (3) none of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from the other party to any Governmental Authority Oil and Gas Lease or other real property instrument that any portion of the Leased Real Property Company or any of its Subsidiaries, as the Improvements located thereon currently violates case may be, has breached, violated or defaulted under any Applicable Laws Oil and Gas Lease or other real property instrument.
(b) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect: (i) the Company and each of its Subsidiaries has good and valid title to, or valid and enforceable leasehold interests in, all of its tangible personal property, in each case free and clear of any material respectLien except Permitted Liens, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (vii) to all items of operating equipment owned or leased by the knowledge Company or its Subsidiaries with a fair market value in excess of $10 million as of the Companydate hereof (A) are, there in the aggregate, in a state of repair and operating condition, reasonable wear and tear excepted, so as to be adequate in all material respects for reasonably prudent operations in the areas in which they are no condemnation or eminent domain proceedings pending or threatened against any operated in the ordinary course of the Leased Real Property. Section 5.19 business consistent with past practice in all material respects and (B) are adequate, together with all other properties of the Company Disclosure Letter contains a true and complete list its Subsidiaries, to comply in the ordinary course of business consistent with past practice in all material respects with the requirements of all Leased Real Propertyapplicable Contracts, including sales Contracts.
(c) The Company and its Subsidiaries have not disposed of any material assets since December 31, 2010 except sales of Hydrocarbons and other dispositions in the ordinary course of business consistent with past practice.
(d) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all material proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of the Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Xxxxx.
(e) All of the Xxxxx and all water, CO2 or injection xxxxx located on the Oil and Gas Leases or Units or otherwise associated with an Oil and Gas Interest of the Company or any of its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the Xxxxx and such other xxxxx and all related development, production and other operations have been conducted in compliance with all applicable Law except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
(f) Except for any such matters that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect, all Oil and Gas Interests operated by the Company or its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law.
(g) None of the material Oil and Gas Interests of the Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement.
(h) None of the Oil and Gas Interests of the Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.
(i) For the purposes of this Agreement:
Appears in 2 contracts
Samples: Merger Agreement (Petrohawk Energy Corp), Merger Agreement (BHP Billiton LTD)
Properties. The (a) Section 3.18(a) of the Company does not own Disclosure Letter sets forth a true and complete list of all material real property owned by the Company or any real propertyof its Subsidiaries (“Current Company Owned Real Property”) and all material property leased for the benefit of the Company or any of its Subsidiaries (“Current Company Leased Real Property”). Except as, individually or in any such case as the aggregate, has not had had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, each of the Company and its Subsidiaries has (i) good and marketable title in fee simple to all Current Company Owned Real Property and (ii) good and marketable leasehold title to all Current Company Leased Real Property, in each case, free and clear of all Liens except for (A) Liens for current taxes and assessments not yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings and for which adequate reserves have been established therefor, (B) mechanics’, workmen’s, repairmen’s, warehousemen’s, landlords’, carriers’ or similar Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (C) any matter that would be disclosed on a current title report or survey and such other matters of record, Liens and other imperfections of title, in each case, with respect to Current Company Owned Real Property and Current Company Leased Real Property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the real property to which they relate in the business of the Company and its Subsidiaries as currently conducted (such matters described in the foregoing clauses (A)-(C), “Permitted Encumbrances”). To the Knowledge of the Company, no parcel of Current Company Owned Real Property or Current Company Leased Real Property is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any Governmental Entity with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed by any Governmental Entity.
(b) Each of the Company and its Subsidiaries has complied with the terms of all leases of the Current Company Leased Real Property except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the . All leases of Current Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable Property and all amendments and modifications thereto are in full force and effect, and none of there exists no default under any such lease by the Company or Company, any of its Subsidiaries is in breach of or default under such leaseany other party thereto, sublease or license, and no nor any event has occurred which, with notice, notice or lapse of time or both, would constitute a breach or default thereunder by the Company, any of the Company or its Subsidiaries or permit terminationany other party thereto, modification except as, individually or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company.
(c) There are no contractual or legal restrictions that preclude or restrict the ability to use any Current Company Owned Real Property or Current Company Leased Real Property by the Company or any of its Subsidiaries for the current use of such real property, except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Material Adverse Effect on the Company. There are no latent defects or material adverse physical conditions affecting the Current Company Owned Real Property or the Current Company Leased Real Property that, individually or in the aggregate, have had, or would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachhave, a “Real Property Lease”Material Adverse Effect on the Company.
(d) prior to the scheduled expiration of such Real Property Lease; (iv) neither the The Company nor any or one of its Subsidiaries has received written notice from any Governmental Authority that any portion good and valid title to, or in the case of the Leased Real Property or any leased tangible assets, a valid leasehold interest in, all of the Improvements located thereon currently violates any Applicable Laws in any its material respecttangible assets, including those laws relating to zoning, building, land use, health free and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list clear of all Leased Real PropertyLiens other than Permitted Liens. This Section 3.18 does not relate to intellectual property, which is the subject of Section 3.19.
Appears in 2 contracts
Samples: Merger Agreement (Aecom Technology Corp), Agreement and Plan of Merger (Urs Corp /New/)
Properties. (a) Neither the Company nor any of its Subsidiaries owns any real property (other than any interest in real property pursuant to Mortgage Loans).
(b) Section 3.14(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list of the leases, subleases or other occupancies to which the Company or any of its Subsidiaries is a party as tenant for real property and for which annual rent payments exceed $500,000 (the “Real Property Leases”).
(c) The Company does not own any or one of its Subsidiaries has valid leasehold title to each parcel of real property. Except property subject to a Real Property Lease, sufficient to allow each of the Company and its Subsidiaries to conduct their business as currently conducted, and has good and valid title to, or otherwise has the right to use, all material tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries as currently conducted reflected on the Company Balance Sheet or acquired after September 30, 2017, in any such case each case, free and clear of all Liens, except (i) for Permitted Liens, (ii) for the property that has been disposed of or leased in the ordinary course of business or (iii) as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect.
(d) Except as would not reasonably be expected to have, individually or in the Companyaggregate, with respect to the real property leased, subleased or licensed to the a Company or its Subsidiaries (the “Leased Real Property”)Material Adverse Effect, (i) each Real Property Lease under which the leaseCompany or any of its Subsidiaries leases, sublease subleases or license for such otherwise occupies any real property is valid, legally binding, enforceable binding and in full force and effect, and none of subject to the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or licenseEnforceability Exceptions, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease or, to the Knowledge of the Leased Company, any other party to such Real Property (eachLease has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a “Real Property Lease”) prior to default under the scheduled expiration provisions of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Wmih Corp.), Merger Agreement (Nationstar Mortgage Holdings Inc.)
Properties. (a) Section 2.8(a) of the Company Disclosure Schedule contains a complete and correct list, as of the date hereof, of the Company Leased Real Property, including with respect to each such Company Lease the date of such Company Lease and any material amendments thereto. With respect to each Company Lease, except as would not, individually or in the aggregate, have a Company Material Adverse Effect:
(i) the Company Leases and the Company Ancillary Lease Documents are valid and in full force and effect except to the extent they have previously expired or terminated in accordance with their terms. The Company does not own has delivered to Parent full, complete and accurate copies of each of the Company Leases and all Company Ancillary Lease Documents described in Section 2.8(a)(i) of the Company Disclosure Schedule;
(ii) none of the Company Leases is subject to any real property. Encumbrance other than a Permitted Encumbrance;
(iii) none of the Company or its Subsidiaries, nor, to the Knowledge of the Company, any other party to any Company Leases or Company Ancillary Lease Documents, is in breach or default, and, to the Knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute such a breach or default, under the Company Leases or any Company Ancillary Lease Documents;
(iv) none of Parent or its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of its rights and interest in the leasehold or subleasehold under any of the Company Leases or any Company Ancillary Lease Documents in a manner that is material to the Company and that relates to the use or occupancy of all or any portion of the Company Leased Real Property.
(b) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (i) the leaseCompany owns good title, sublease or license free and clear of all Encumbrances, to all personal property and other non-real estate assets, in all cases excluding the Company Intellectual Property, necessary to conduct the Company’s business, except for such property is valid, legally binding, enforceable and in full force and effectPermitted Encumbrances, and none of (ii) the Company, as lessee, has the right under valid and subsisting leases to use, possess and control all personal property leased by the Company or any of its Subsidiaries is in breach of or default under such leaseas now used, sublease or license, possessed and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default controlled by any the Company.
(c) None of the Company or its Subsidiaries or permit termination, modification or acceleration by has any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Owned Real Property.
Appears in 2 contracts
Samples: Merger Agreement (MYnd Analytics, Inc.), Merger Agreement (Emmaus Life Sciences, Inc.)
Properties. The (a) Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.18 applies), (i) the Company does not own any and its Subsidiaries have good and indefeasible title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property. Except property (including all buildings, fixtures and other improvements thereto) owned, used or held for use by them and material to the conduct of their respective businesses as such businesses are now being conducted, except for defects in any such case as has not had and title that would not reasonably be expected to havenot, individually or in the aggregate, have a Company Material Adverse Effect on and (ii) neither the Company, with respect to the real property leased, subleased ’s nor any of its Subsidiaries’ ownership of or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for leasehold interest in any such property is validsubject to any Lien, legally bindingexcept for Permitted Liens.
(b) Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.18 applies), enforceable and in full force and effect, and none of the Company or any of and its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunderhave good title to, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair case of leased property and operating conditionassets, subject only to ordinary wear valid leasehold interests in, all of their tangible personal properties and tearassets, and are adequate and suitable for the purposes for which they are presently being used or held for useuse in their business, andand such properties and assets, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination free and clear of any lease of the Leased Real Property (eachLiens, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property except for Permitted Liens or any of the Improvements located thereon currently violates any Applicable Laws those Liens as are set forth in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 4.18 of the Company Disclosure Letter contains and except where the failure to have such title would not, individually or in the aggregate, have a true Company Material Adverse Effect.
(c) The Company or its Subsidiaries have Good and complete list Marketable Title to the Oil and Gas Interests referred to or reflected in the Company Reserve Report or the Company’s Consolidated Balance Sheet (other than Oil and Gas Interests disposed of all Leased Real Propertyin the ordinary course since March 31, 2004) free and clear of any Liens other than Permitted Liens or except as would not, individually or in the aggregate, have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Forest Oil Corp), Merger Agreement (Wiser Oil Co)
Properties. The (a) Section 4.14(a) of the Company does Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Company and each of its Subsidiaries (collectively, the “Owned Real Property”).
(b) Section 4.14(b) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property leased, subleased, licensed, used or occupied by the Company or its Subsidiaries other than parking spaces, common areas or walkways (each, a “Leased Real Property”) and the location of the premises, and all leases, subleases, license agreements (each, a “Lease”) and other similar such agreements, including any amendments or modifications thereto, pursuant to which the Company or any of its Subsidiaries has an interest in the Leased Real Property.
(c) Except as would not own any real property. Except in any such case as has not had and have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (i) each of the leaseCompany and its Subsidiaries has good and valid title in fee simple to all of the Owned Real Property and good title to, sublease or license for such valid leasehold interests in, all Leased Real Property and all other property is validand assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, legally binding, enforceable and except as have been disposed of since the Company Balance Sheet Date in full force and effectthe ordinary course of business consistent with past practice, and none (ii) all such properties are free and clear of all Liens of any nature whatsoever, except Permitted Liens. All such properties and assets are in good condition and repair, reasonable wear and tear excepted, and are adequate to carry on the business of the Company and the Company’s Subsidiaries, except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Lease and each lease under which the Company or any of its Subsidiaries leases any personal property is valid and in breach of or default under such lease, sublease or license, full force and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; effect and (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease Subsidiaries, nor, to the Company’s knowledge as of the Leased Real Property (eachdate hereof, any other party to a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither Lease or a lease under which the Company nor or any of its Subsidiaries has received written leases any personal property, is in violation of any provision of any such lease, and there is not, under any of such leases, any existing default or event which with notice from any Governmental Authority that any portion or lapse of time or both would become a default, in each case, by the Leased Real Property Company or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Maidenform Brands, Inc.), Merger Agreement (Hanesbrands Inc.)
Properties. The real and material personal property owned by the Company or a Subsidiary of the Company or presently used by any of them in its respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practices. The Company does has good and marketable title free and clear of all Liens to all of the real and material personal properties and assets reflected on the consolidated statement of financial condition of the Company as of September 30, 2003 included in the Company’s SEC Documents or acquired after such date, other than properties sold by the Company in the ordinary course of business, except (i) Liens for current taxes and assessments not own any real property. Except yet due or payable, (ii) pledges to secure deposits and other Liens incurred in any the ordinary course of its banking business, (iii) such case imperfections of title, easements and encumbrances, if any, as has not had and would not reasonably be expected to haveare not, individually or in the aggregate, a Material Adverse Effect material in character, amount or extent and (iv) as reflected on the consolidated statement of financial condition of the Company as of September 30, 2003 included in the Company, with respect ’s SEC Documents. All real and personal property which is material to the real property leased, subleased Company’s business on a consolidated basis and leased or licensed to by the Company or its Subsidiaries (a Subsidiary of the “Leased Real Property”), (i) Company is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases will not terminate or lapse prior to the lease, sublease Effective Time and there exists no material default under any such leases or license for such property is valid, legally binding, enforceable and in full force and effect, and none of licenses by the Company or any of its Subsidiaries is in breach nor, to the knowledge of the Company and, except as set forth on Schedule 5.23 of the Company Disclosure Schedule, any event which with notice or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, both would constitute a breach material default thereunder by the Company or default any other Company Subsidiaries, except for such defaults which, individually, or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by any such lease or in a material liability to the Company. The consent of the landlord under the real estate leases listed on Schedule 5.23 of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of Disclosure Schedule may be required in order to consummate the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Falmouth Bancorp Inc), Merger Agreement (Independent Bank Corp)
Properties. (a) The Company does not own and its Subsidiaries have good title to, or good and valid leasehold interests in, all property and assets reflected on the Balance Sheet or acquired after the Balance Sheet Date, except as have been disposed of since the Balance Sheet Date in the ordinary course of business consistent with past practice and in compliance with this Agreement, in each case free and clear of all Liens (other than Permitted Liens).
(b) Neither the Company nor any of its Subsidiaries currently own, or have ever owned, any interest in real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries .
(the “Leased Real Property”), (ic) the Each lease, sublease or license for such property is valid(each, legally binding, enforceable and in full force and effect, and none of a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property (whether as lessor or lessee) is valid and in breach full force and effect. Neither the Company nor any of its Subsidiaries, nor to the Company’s Knowledge any other party to a Lease, has violated any provision of, or default under such lease, sublease taken or license, and no event has occurred failed to take any act which, with or without notice, lapse of time time, or both, would constitute a breach or default by any under the provisions of the Company such Lease, except for those breaches or its Subsidiaries defaults that, individually or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair aggregate with all other Effects, have not and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would not reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the have a Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither Material Adverse Effect. Neither the Company nor any of its Subsidiaries has received written notice from that it, or any Governmental Authority that other party to any portion Lease, has breached, violated or defaulted under any Lease. Neither the Company nor any of its Subsidiaries has assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease or any interest therein. Section 3.13(c) of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains sets forth a true and complete list of all Leased Real PropertyLeases to which the Company or any of its Subsidiaries is a party, in each case identifying the tenant or lessee and the landlord or lessor under each such Lease, the address of the real property associated with such Lease and the monthly rent payable thereunder.
Appears in 2 contracts
Samples: Merger Agreement (Timber Pharmaceuticals, Inc.), Merger Agreement (Timber Pharmaceuticals, Inc.)
Properties. The Each of the Company does not own any and the Company Subsidiaries has good, valid and, in the case of real property. Except in any such case , marketable fee simple, title to all the material assets and properties that it owns and that are reflected on the Company's consolidated balance sheet as has not had of September 30, 1999, or that were thereafter acquired (except for assets and would not reasonably be expected to haveproperties sold, individually consumed or otherwise disposed of in the aggregateordinary course of business by them since such date), and such assets and properties are owned free and clear of all liens, claims and Encumbrances, except for (a) liens for taxes and assessments not yet due and payable or for taxes the validity of which is being contested in good faith, (b) liens, claims and Encumbrances to secure indebtedness reflected on the Company's consolidated balance sheet as of September 30, 1999, or indebtedness (including purchase money indebtedness) incurred in the ordinary course of business and consistent with past practice after the date thereof, (c) mechanic's, materialmen's and other liens, claims and Encumbrances that have arisen in the ordinary course of business and (d) imperfections of title and liens, claims and Encumbrances the existence of which do not have a Material Adverse Effect on the Company. The Company and each Company Subsidiary is not, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of nor will the Company or any Company Subsidiary be as a result of the execution and delivery of this Agreement or the performance of its Subsidiaries is in breach of obligations under this Agreement or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) , in breach of any lease agreement to which the knowledge of the Company, the improvements located in the Leased Real Property Company or any Company Subsidiary is a party (the “Improvements”"Company Leases") are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for breach of which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would could reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither have a Material Adverse Effect on the Company nor or cause a loss of material rights under any Company Lease, and such execution, delivery and performance will not otherwise give rise to any right of its Subsidiaries is currently participating in any discussions or negotiations regarding third party to terminate any Company Lease, the termination of which could reasonably be expected to have a Material Adverse Effect on the Company or cause a loss or impairment of material rights under any lease Company Lease. All the material buildings, structures, equipment and other tangible assets of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither Company and the Company nor any Subsidiaries (whether owned or leased) are in normal operating condition (normal wear and tear excepted) and are fit for use in the ordinary course of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge business of the Company. Notwithstanding anything to the contrary, there are no condemnation representations or eminent domain proceedings pending or threatened against warranties set forth in this Section 3.13 shall apply to any of the Leased Real Property. Section 5.19 personal property of the Company Disclosure Letter contains a true and complete list or any Company Subsidiary that is surplus to the operating needs of all Leased Real Propertythe business of the Company or any Company Subsidiary as presently conducted.
Appears in 2 contracts
Samples: Merger Agreement (Titan Corp), Merger Agreement (Advanced Communication Systems Inc)
Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (i) Parent and its Subsidiaries have good, valid and marketable fee simple title (or its jurisdictional equivalent) to, or valid leasehold interests in, as the leasecase may be, sublease each parcel of real property owned or license used by Parent or any of its Subsidiaries, free and clear of all Liens, except for such Permitted Liens, (ii) each Lease under which Parent or any of its Subsidiaries leases, subleases or licenses any real property is validis, legally bindingsubject to the Bankruptcy and Equity Exceptions, enforceable a valid and binding obligation of Parent or a Subsidiary of Parent (as the case may be) and, to the knowledge of Parent, each of the other parties thereto, and in full force and effecteffect and enforceable in accordance with its terms against Parent or its Subsidiaries (as the case may be) and, and none to the knowledge of Parent, each of the Company other parties thereto (except for such Leases that are terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of Parent or any of its Subsidiaries is such termination must be in breach the ordinary course of business), (iii) neither Parent nor any of its Subsidiaries, nor, to the knowledge of Parent, any of the other parties thereto has violated or default under such lease, sublease committed or license, and no event has occurred which, failed to perform any act which (with or without notice, lapse of time or both, ) would constitute a breach or default by under any provision of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tearLease, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company Parent nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority that any portion of the Leased Real Property Lease, nor has Parent or any of its Subsidiaries delivered notice to any other party to a Lease that such other party has breached, violated or defaulted under any Lease that remains uncured as of the Improvements located date hereof. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, the real property owned or used by Parent or any of its Subsidiaries and any plants, buildings, structures and equipment thereon currently violates any Applicable Laws owned or leased by Parent and its Subsidiaries have no defects, are in any material respectgood operating condition and repair and have been maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, including those laws relating ordinary wear and tear excepted), are adequate and suitable for their present use. Except as has not had and would not reasonably be expected to zoninghave, buildingindividually or in the aggregate, land a Parent Material Adverse Effect, Parent and its Subsidiaries are in possession of and have good title to, or valid leasehold interests in or valid rights under contract to use, health the material machinery, equipment, furniture, fixtures and safety, fire, air, sanitation other tangible material personal property and noise control; and (v) to the knowledge of the Company, there are no condemnation assets used by Parent or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (E Trade Financial Corp), Merger Agreement (Morgan Stanley)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to haveas, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed would not be material to the Company and its Subsidiaries, taken as a whole, all items of operating equipment owned or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of leased by the Company or any of its the Company Subsidiaries is with a fair market value in breach excess of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any $20 million as of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation date of the transactions contemplated by this Agreement; Agreement (iii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements thatare, in the aggregate, would in a state of repair so as to be adequate in all material respects for reasonably be expected prudent operations in the areas in which they are operated and (ii) are adequate, together with all other properties of the Company and its Subsidiaries, to interfere comply in the ordinary course of business consistent with past practice in all material respects with the current userequirements of all applicable contracts, occupancy including sales contracts.
(b) Except (i) as, individually or operation thereof; (iii) neither in the aggregate, would not be material to the Company nor any and its Subsidiaries, taken as a whole, and (ii) for goods and other property sold, used or otherwise disposed of since the Company Balance Sheet Date in the ordinary course of business, the Company and its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease have good and defensible title for oil and gas purposes to (x) all of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither Oil and Gas Interests reflected in the Company nor any of Reserve Reports as attributable to interests owned by the Company and its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (vy) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. all other real properties and assets set forth in Section 5.19 4.17(b) of the Company Disclosure Letter contains Letter, free and clear of any Lien, except (A) Permitted Liens and (B) Production Burdens. For purposes of this Agreement, “good and defensible title” means title that is free from reasonable doubt to the end that a true prudent person engaged in the business of purchasing and complete list owning, developing, and operating producing oil and gas properties in the geographical areas in which they are located, with knowledge of all Leased Real Propertyof the facts and their legal bearing, would be willing to accept the same acting reasonably.
Appears in 2 contracts
Samples: Merger Agreement (Xto Energy Inc), Merger Agreement (Exxon Mobil Corp)
Properties. The Company does not own (a) SOR II has made available to SOR a list of each parcel of real property currently owned or ground leased by SOR II or any real SOR II Subsidiary, together with the applicable SOR II Subsidiary owning or leasing such property. Except as set forth in any Section 4.10 of the SOR II Disclosure Letter or as disclosed in title insurance policies and reports (and the documents or surveys referenced in such case policies and reports): (A) SOR II or a SOR II Subsidiary owns fee simple title to each of the SOR II Properties, free and clear of Liens, except for Permitted Liens; (B) except as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a SOR II Material Adverse Effect on Effect, neither SOR II nor any SOR II Subsidiary has received written notice of any violation of any Law affecting any portion of any of the CompanySOR II Properties issued by any Governmental Authority; and (C) except as would not, individually or in the aggregate, have a SOR II Material Adverse Effect, neither SOR II nor any SOR II Subsidiary has received notice to the effect that there are (1) condemnation or rezoning proceedings that are pending or threatened with respect to any of the real SOR II Properties or (2) zoning, building or similar Laws, codes, ordinances, orders or regulations that are or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the SOR II Properties or by the continued maintenance, operation or use of the parking areas.
(b) SOR II has not received written notice of, nor does SOR II have any Knowledge of, any material latent defects or adverse physical conditions affecting any of the SOR II Properties or the improvements thereon, except as would not, individually or in the aggregate, have a SOR II Material Adverse Effect.
(c) SOR II and the SOR II Subsidiaries have good title to, or a valid and enforceable leasehold interest in, all personal assets owned, used or held for use by them. Neither SOR II’s nor the SOR II Subsidiaries’ ownership of any such personal property leasedis subject to any Liens, subleased other than Permitted Liens.
(d) A policy of title insurance has been issued for each SOR II Property insuring, as of the effective date of such insurance policy, (i)(A) fee simple title interest held by SOR II or licensed the applicable SOR II Subsidiary with respect to SOR II Properties that are not subject to ground leases and (B) a valid leasehold estate held by SOR II or the applicable SOR II Subsidiary that are subject to ground leases and (ii) to the Company or its Subsidiaries (the “Leased Real Property”)Knowledge of SOR II, (i) the lease, sublease or license for such property is valid, legally binding, enforceable and insurance policies are in full force and effect, and none no material claim has been made against any such policy that remains outstanding as of the Company or any date of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyhereof.
Appears in 2 contracts
Samples: Merger Agreement (Pacific Oak Strategic Opportunity REIT, Inc.), Merger Agreement (Pacific Oak Strategic Opportunity REIT II, Inc.)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect, the Company and its Subsidiaries have valid title to, or valid leasehold interests in, or otherwise have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all real property and assets used in the Company’s business and reflected on the CompanyCompany Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business and in compliance with respect to this Agreement, in each case, free and clear of all Liens other than Permitted Liens. Section 4.15(a) of the Company Disclosure Schedule sets forth a complete and correct list as of the date hereof of all material real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and owned in full force and effect, and none of fee by the Company or any of its Subsidiaries is (including the address), and there are no outstanding options or rights of first refusal to purchase such owned real property.
(b) Except as would not reasonably be expected to have, individually or in breach of or default under such the aggregate, a Company Material Adverse Effect, (i) each lease, sublease or licenselicense (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid and no event in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Lease, has occurred violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time time, or both, would constitute a breach or default by any under the provisions of the Company or its Subsidiaries such Lease or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) and to the knowledge Knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority Lease, in each case, other than such items, if any, that any portion have been cured. Section 4.15(b) of the Leased Real Property Company Disclosure Schedule sets forth a complete and correct list as of the date hereof of the address of each material parcel of real property subject to a Lease to which the Company or any of its Subsidiaries is a party and the Improvements located thereon currently violates identity of the lessor and lessee.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the plants, buildings, structures and equipment owned, leased, licensed or otherwise used or held for use by the Company or any Applicable Laws of its Subsidiaries have no material defects and have been maintained consistent with standards generally followed in any material respectthe industry (ordinary wear and tear excepted), including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (vii) to the knowledge Knowledge of the Company, there are no condemnation none of the Company or eminent domain proceedings any of its Subsidiaries has received any notice of any pending or threatened against condemnation Action with respect to any of the Leased Real Property. Section 5.19 real property it owns, leases, licenses or otherwise occupies and (iii) no Person leases, subleases, licenses or otherwise has the right to use or occupy any of the real property referred to in Section 4.15(a) or Section 4.15(b) other than the Company Disclosure Letter contains a true and complete list or any Subsidiary of all Leased Real Propertythe Company.
Appears in 2 contracts
Samples: Merger Agreement (ProFrac Holding Corp.), Merger Agreement (FTS International, Inc.)
Properties. (i) The Company does and its Subsidiaries have Good and Marketable Title, for oil and gas purposes, in and to all Hydrocarbon Contracts, free and clear of any liens, security interests, charges, mortgages or other encumbrances of any kind (collectively “Liens”), except: (a) Liens associated with obligations reflected in the Company Reserve Reports or the Company Reports; (b) Liens for current taxes not own any real property. Except yet due and payable; (c) materialman’s, mechanic’s, repairman’s, employee’s, contractor’s, operator’s, and other similar liens, charges or encumbrances arising in any the ordinary course of business (A) if they have not been perfected pursuant to law, (B) if perfected, they have not yet become due and payable or payment is being withheld as provided by law, or (C) if their validity is being contested in good faith by appropriate action; (d) all rights to consent by, required notices to, filings with, or other actions by governmental entities in connection with the sale or conveyance of oil and gas leases or interests if they are customarily obtained subsequent to the sale or conveyance; and (e) such case imperfections of title, easements and Liens as has not had and would are not reasonably be expected likely to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect. All Hydrocarbon Contracts are valid and effective and all royalties, with respect to the real property leased, subleased or licensed to rentals and other payments due by the Company have been paid, there are currently pending no written requests or its Subsidiaries (the “Leased Real Property”)demands for payments, (i) the lease, sublease adjustments of payments or license for such property is valid, legally binding, enforceable and in full force and effect, and performance pursuant thereto; none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by obligations under any third party thereunder, or prevent the consummation of the transactions contemplated by this AgreementHydrocarbon Contracts; (ii) and to the knowledge of the Company, the improvements located no other party to any Hydrocarbon Contract is in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge breach of the Company, there are no facts or conditions affecting any of the Improvements thatits obligations thereunder, except in each case, as are not, individually or in the aggregate, would reasonably be expected likely to interfere with the current use, occupancy or operation thereof; (iii) neither the have a Company nor any Material Adverse Effect. All major items of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 operating equipment of the Company Disclosure Letter contains and its Subsidiaries are in good operating condition and in a true state of reasonable maintenance and complete list of all Leased Real Propertyrepair, ordinary wear and tear excepted, except as are not, individually or in the aggregate, reasonably likely to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Vintage Petroleum Inc), Merger Agreement (Occidental Petroleum Corp /De/)
Properties. The Company does not own any real property. Except in any such case as has not had and or would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on Effect, the CompanyCompany and the Company Subsidiaries have good and marketable title, in fee or valid leasehold, easement, license, right of way or other rights, to the Retained Assets necessary to permit the Company and the Company Subsidiaries to conduct their business with respect to the Retained Assets as currently conducted free and clear of any Liens, options, rights of first refusal, rights of first offer or any similar options to purchase or lease all or any portion of the Retained Assets, conditions, encroachments, easements, rights-of-way, restrictions or other similar encumbrances, other than Permitted Liens. In the case of any such real property leased, subleased or licensed to leased by the Company or its any of the Company Subsidiaries (or subject to an easement or other rights of use for the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none benefit of the Company or any of its Subsidiaries is the Company Subsidiaries, except as has not had or would not, individually or in breach of or default under such leasethe aggregate, sublease or licensereasonably be expected to have a Material Adverse Effect, and there exists no event has occurred which, with notice, lapse of time or both, would constitute a uncured breach or default by on the part of the Company or any of the Company or its Subsidiaries or permit terminationor, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in landlord, under the Leased Real Property (applicable lease, or the “Improvements”) are in good repair and operating conditiongrantor or licensor, subject only to ordinary wear and tear, and are adequate and suitable for under the purposes for which they are presently being used applicable easement or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there use agreement. There are no condemnation or eminent domain proceedings pending (or any consensual agreement in lieu of condemnation or eminent domain) pending, or to the knowledge of the Company threatened against in writing, with respect to any real property that the Company or any of the Leased Real Property. Section 5.19 of Company Subsidiaries owns, leases or operates in the Company Disclosure Letter contains Retained Assets, except as has not had or would not, individually or in the aggregate, reasonably be expected to have a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (InfraREIT, Inc.)
Properties. The (a) Neither the Company does not own nor any Subsidiary owns any real property. Except The Company and the Subsidiaries have a valid leasehold interest in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the all leases of real property leasedto which any of them is a party (collectively, subleased or licensed to the "LEASES"). A true and correct list of each such Lease is contained on Schedule 3.14(a). Each such Lease is a valid and binding agreement of the Company or its Subsidiaries (a Subsidiary, as the “Leased Real Property”)case may be, (i) the lease, sublease or license for such property and is valid, legally binding, enforceable and in full force and effect, and none . None of the Company or Company, any Subsidiary or, to the Knowledge of its Subsidiaries the Company, any other party thereto is in default or breach in any material respect under the terms of or default under any such leasematerial Lease, sublease or licenseand, and to the Knowledge of the Company, no event or circumstance has occurred whichthat, with notice, notice or lapse of time or both, would constitute a breach material default thereunder.
(b) With respect to all property and assets other than real property ("OTHER PROPERTY"), the Company and the Subsidiaries have good and valid title to, or default a valid leasehold interest in, the Other Property (whether personal, tangible or intangible) used by them, located on their premises or reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for any Other Property sold since the Balance Sheet Date in the ordinary course of business consistent with past practices and except for defects in title or in the validity of leasehold interests that would not result in a material liability to the Company and the Subsidiaries.
(c) No Lease or Other Property is subject to any Lien, except:
(i) as of the Company date hereof, Liens disclosed on the Balance Sheet or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent on the consummation of the transactions contemplated by this Agreement; Interim Balance Sheet;
(ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are Liens for taxes not yet due or being contested in good repair faith (and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used adequate accruals or held for use, and, to reserves have been established on the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; Balance Sheet);
(iii) neither the Company nor any Liens created by operation of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; law;
(iv) neither Liens under the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and Post-Petition Bank Credit Agreement (which will be released at Closing);
(v) to Liens disclosed on Schedule 3.14(c) hereto; and
(vi) Liens which do not materially detract from the knowledge value or materially interfere with any present or intended use of such property or assets (clauses (i) through (vi) of this Section 3.14 are, collectively, the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property"PERMITTED LIENS").
Appears in 2 contracts
Samples: Purchase Agreement (Kasper a S L LTD), Purchase Agreement (Kasper a S L LTD)
Properties. The (a) Section 3.14(a) of the Company does not own Disclosure Letter sets forth, as of the date of this Agreement, (i) a list of all material real properties (by name and location) owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and (ii) a list of the material leases, subleases or other occupancies to which the Company or any of its Subsidiaries is a party as tenant for real property. property (the “Real Property Leases”).
(b) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased each Owned Real Property”), (i) the leaseCompany or a Subsidiary of the Company has good and marketable title to such Owned Real Property, sublease free and clear of all Liens (other than Permitted Liens) and (ii) there are no existing, pending, or license for to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or any of its Subsidiaries has valid leasehold title to each real property subject to a Real Property Lease, sufficient to allow each of the Company and its Subsidiaries to conduct their business as currently conducted, (ii) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, legally binding, enforceable binding and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) subject to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair Enforceability Exceptions and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease or, to the Knowledge of the Leased Company, any other party to such Real Property (eachLease has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a “Real Property Lease”) prior to default under the scheduled expiration provisions of such Real Property Lease; .
(ivd) neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectMaterial Adverse Effect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 each of the Company Disclosure Letter contains a true and complete list its Subsidiaries, in respect of all Leased Real Propertyof its properties, assets and other rights that do not constitute real property or Intellectual Property (i) has valid title to all such properties, assets and other rights reflected in its books and records as owned by it free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or valid contractual rights to use all of such properties, assets and other rights (in each case except for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Tribune Media Co), Merger Agreement (Sinclair Broadcast Group Inc)
Properties. The (a) Section 3.14 of the Company does not own Disclosure Schedule contains a list of all (i) material real properties (by location) owned by the Company or any of its subsidiaries as of the date hereof (the “Owned Real Property”) and (ii) material leases, subleases, licenses or other agreements for interests in real propertyproperties leased, subleased, licensed, occupied or operated by the Company or of its subsidiaries as of the date hereof with total base rental obligations greater than $200,000 for the fiscal year 2018 (the “Real Property Leases”, and the interests granted to the Company or its subsidiaries thereby, the “Leased Real Property”, and the Leased Real Property and the Owned Real Property collectively, the “Real Property”). Except in True and correct copies of all the material Real Property Leases have been made available to Parent, except for the failure to make available the terms of any such case Real Property Leases as has not had and would not reasonably be expected to havebe material, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company and its subsidiaries taken as a whole. The Company or its Subsidiaries (a subsidiary of the “Company owns and has good and marketable title to all material Owned Real Property and holds a valid leasehold estate in all material Leased Real Property”), (i) the lease, sublease or license for such property is valid, Property pursuant to legally binding, enforceable and rights, which are in full force and effect, in each case, free and clear of all Liens, except Permitted Liens.
(b) Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole, (i) no condemnation, requisition or taking by any public authority has been threatened in writing or contemplated, and neither the Company nor any subsidiary has received any written notice of any such condemnation, requisition or taking by a Governmental Entity with respect to the Owned Real Property; (ii) none of the Company or nor any of its Subsidiaries subsidiaries nor, to the knowledge of the Company, each other party thereto, is in default or breach of or default under such lease, sublease or licenseany Real Property Lease beyond any applicable notice and cure period, and no event has occurred and is continuing which, with notice, lapse of time or both, would constitute a default or breach or default of any Real Property Lease by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreementsubsidiaries; (iiiii) with respect to the knowledge of the Company, the improvements located in the Leased Owned Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, andProperty, to the knowledge of the Company, there are no facts outstanding options or conditions affecting rights of first refusal granted by the Company or any of its subsidiaries to purchase any such Owned Real Property, any portion thereof or interest therein; and (iv) the Improvements thatbuildings, improvements and fixtures on the Real Property are in good operating condition and repair and structurally sound (ordinary wear and tear excepted), and sufficient for the operation of the businesses of the Company and its subsidiaries consistent with past practices. Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole, each parcel of Real Property is suitable for its current uses and can be used by Parent and the Surviving Corporation after Closing in the manner currently operated by the Company and its subsidiaries without violating any Real Property Lease, any Law or private restriction.
(c) Except as would not reasonably be expected to interfere with be material, individually or in the current useaggregate, occupancy or operation thereof; (iii) neither to the Company nor any of and its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachsubsidiaries taken as a whole, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 a subsidiary of the Company Disclosure Letter contains owns and has good and marketable title to, or holds a true valid leasehold estate in all items of personal property owned, leased, subleased or otherwise lawfully used by the Company and complete list its subsidiaries pursuant to legally binding, enforceable rights, which are in full force and effect, in each case, free and clear of all Leased Real PropertyLiens, except Permitted Liens. Except as would not reasonably be expected to be material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole, the personal property owned or leased by the Company and its subsidiaries is, taking into account in each case the design, age, prior use and locale of such personal property, in good operating condition and repair adequate for purposes for which the Company and its subsidiaries currently use such personal property, subject to continued repair and replacement generally in accordance with past practice and normal wear and tear.
Appears in 2 contracts
Samples: Merger Agreement (Waste Management Inc), Merger Agreement (Advanced Disposal Services, Inc.)
Properties. (i) Section 4.14(a)(i) of the Company Disclosure Letter sets forth a complete list, as of May 31, 2017, of the real property owned, directly or indirectly, by the Company or any of its Subsidiaries (or any entity in which the Company or its Subsidiary, directly or indirectly, owns an equity interest) which summary sets forth (A) a list of each residential and mixed-use project, along with the name of the Subsidiary that owns each such project, (B) a list of properties currently in the entitlement process, along with the name of the Subsidiary that owns each such property, and (C) a list of non-core multifamily projects and sites, along with the name of the Subsidiary that owns each such project. Except for the Owned Real Property and the JV Owned Real Property set forth on Section 4.14(a)(i) of the Company Disclosure Letter, as of the date of this Agreement, neither the Company nor any Subsidiary nor, to the knowledge of the Company, any Joint Venture, owns, directly or indirectly, any other real property (or direct or indirect interest therein). The Company does or one of its Subsidiaries, as applicable, has good, valid and marketable fee simple title to all real property owned by the Company or any of its Subsidiaries as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Company and/or any of its Subsidiaries, the “Owned Real Property”) and, to the knowledge of the Company, the Joint Ventures have good, valid and marketable fee simple title to all real property owned by the Joint Ventures as of the date hereof (but specifically excluding any water or riparian rights and reservations owned by the Joint Ventures, the “JV Owned Real Property”), which Owned Real Property and, to the knowledge of the Company, JV Owned Real Property is free and clear of all Liens other than Permitted Liens; provided that, “Liens” shall not own be deemed to include any pledges, claims, liens, charges, encumbrances or security interests which encumber, are secured by or relate to (x) any entity in which the Company or its Subsidiaries holds an equity interest which entity is not consolidated with the Company’s financial statements in accordance with GAAP, or (y) any such entity’s assets. Neither the Company, any of its Subsidiaries, the Owned Real Property nor, to the knowledge of the Company, any Joint Venture of JV Owned Real Property, is a party to, the subject of or obligated under any option, right of first refusal or other contractual right to sell, dispose of or lease any of the Owned Real Property or JV Owned Real Property or any portion thereof or direct or indirect interest therein to any Person (other than pursuant to this Agreement) other than in the ordinary course of business. Neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture is a party to any agreement or option to purchase any real property. property or interest therein other than in the ordinary course of business.
(ii) Section 4.14(a)(ii) of the Company Disclosure Letter sets forth a list of each real property which, as of the date of this Agreement, is under contract for purchase or for sale by the Company or any of its Subsidiaries, or, to the knowledge of the Company, any Joint Venture.
(iii) Except in any such case as has not had set forth on Section 4.14(a)(iii) of the Company Disclosure Letter, and except as would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on Effect, neither the Company nor any of its Subsidiaries nor, to the knowledge of the Company, any Joint Venture, has subleased, licensed or otherwise granted any person the right to use or occupy any Owned Real Property or JV Owned Real Property or any portion thereof (“Tenant Leases”). To the knowledge of the Company, neither the Company nor any of its Subsidiaries nor Joint Venture is in breach or default under any Tenant Lease.
(iv) The Company and/or the applicable Subsidiaries of the Company have made available to Parent and Merger Sub, copies of all of the most recent policies of owner’s title insurance insuring the Owned Real Property or JV Owned Real Property (individually each, a “Company Title Insurance Policy”), which, in each case, the Company and its Subsidiaries have in their possession, and to the knowledge of the Company each such Company Title Insurance Policy is valid and in full force and effect with respect to the real Person to which the policy was issued. Since January 1, 2014, no written claim has been made against any Company Title Insurance Policy insuring any Owned Real Property, nor, to the knowledge of the Company, insuring any JV Owned Real Property, which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property.
(v) As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property leasedwithin district boundaries, subleased neither the Company nor any of its Subsidiaries have received written notice of any pending or licensed proposed special assessments affecting the Owned Real Property, JV Owned Real Property, or any portion thereof. As of the date hereof, except for assessments by municipal utility or other similar districts in regard to all or substantially all property within district boundaries, no assessments for public improvements have been made against any Owned Real Property, or, to the knowledge of the Company, any JV Owned Real Property which, individually or in the aggregate, would be material to any Owned Real Property or JV Owned Real Property.
(b) Section 4.14(b) of the Company Disclosure Letter sets forth a list, as of the date hereof, of all Material Real Property Leases to which the Company or any of its Subsidiaries is a named tenant or licensee (or a successor or assignee thereof) or otherwise has the right to occupy real property, along with the address (other than with respect to groundwater leases) of all such real property leased pursuant to the Material Real Property Leases and the Subsidiary which is a party to such Material Real Property Leases. The Company has made available to Parent materially true, correct and complete copies of such Material Real Property Leases on or prior to the date hereof. To the knowledge of the Company, the Company and each of its Subsidiaries has complied in all material respects with the terms of the real property leases, ground leases, subleases or real property licenses to which the Company or any of its Subsidiaries is a named tenant, subtenant or licensee (or successor or assignee thereof) (the “Real Property Leases” and such real property, the “Leased Real Property”). As of the date hereof, (i) neither the leaseCompany nor any of its Subsidiaries has received a written notice of any material default under any Real Property Lease, sublease or license for and all such property is valid, legally binding, enforceable and Real Property Leases are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and none except for such noncompliance or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.14(b) of the Company Disclosure Letter, and except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any person the right to use or occupy any Leased Real Property or any portion thereof.
(c) Section 4.14(c) of the Company Disclosure Letter sets forth a list of all Material Management Agreements and Material Construction Agreements. The Company has made available to Parent materially true, correct and complete copies of such Material Management Agreements and Material Construction Agreements on or prior to the date hereof. As of the date hereof, neither the Company nor any of its Subsidiaries has received a written notice of any material default under any Material Management Agreement or Material Construction Agreement, and all such agreements are in full force and effect, except as such enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar Laws relating to or affecting creditors generally or by general equitable principles (regardless of whether such enforceability is considered in a proceeding in equity or at Law) and except for such defaults or failure to be in full force and effect that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. None of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by party to any of agreement pursuant to which the Company or any of its Subsidiaries manages or permit termination, modification or acceleration by manages the development of any real property for any third party thereunder, or prevent the consummation party.
(d) As of the transactions contemplated by this Agreement; date hereof, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither the Company nor any of its Subsidiaries, nor, to the knowledge of the Company, any Joint Venture has received written notice of any existing or pending appropriation, condemnation, eminent domain or like proceedings or similar actions that affect any Owned Real Property, Leased Real Property or JV Owned Real Property, (ii) to the knowledge of the Company, the improvements located no condemnation, eminent domain or like proceeding or similar action is currently threatened in the Leased Real Property (the “Improvements”) are in good repair writing and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in Subsidiaries, nor, to the knowledge of the Company, any discussions or negotiations regarding termination Joint Venture has received any written notice of the intention of any lease Governmental Entity or other Person to take or use any Owned Real Property or Leased Real Property.
(e) Except as set forth on Section 4.14(e) of the Leased Company Disclosure Letter, no certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Owned Real Property (eachProperties or, a “Real Property Lease”) prior to the scheduled expiration knowledge of the Company, the JV Owned Real Properties or any agreement, easement or other right that is necessary to permit the current use by the Company of the Owned Real Properties or, to the knowledge of the Company, the JV Owned Real Properties has failed to be obtained or is not in full force and effect, except for such Real Property Lease; failures to be in full force and effect that, individually, or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 4.15(e) of the Company Disclosure Letter or as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (ivi) neither the Company nor any of its Subsidiaries Subsidiaries, nor, to the knowledge of the Company, any Joint Venture, has received written notice from of any Governmental Authority that existing zoning or land use violations with respect to any portion of the Owned Real Property, Leased Real Property or any JV Owned Real Property; (ii) there are no pending actions initiated by or on behalf of the Improvements located thereon currently violates Company, any Applicable Laws Subsidiary of the Company or, to the knowledge of the Company, any Joint Venture to change or redefine the zoning classification or land use approvals of all or any portion of any Owned Real Property, Leased Real Property or JV Owned Real Property, except for actions which may be initiated in any material respectthe ordinary course of business and pursuant to a plan of development or redevelopment prepared by the Company and/or its Subsidiaries or a Joint Venture, including those laws relating a true and correct copy of which has been provided to zoning, building, land use, health and safety, fire, air, sanitation and noise controlParent; and (viii) to the knowledge of Company, each Owned Real Property, Leased Real Property and JV Owned Real Property has adequate access available to operate as it is currently being operated.
(f) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect on the Company and except as set forth on Section 4.14(f) of the Company Disclosure Letter, and except for work performed at or materials furnished to Owned Real Property, Leased Real Property or JV Owned Real Property in the ordinary course of business within 120 days (or such longer period to the extent that the applicable underlying agreement for services and/or materials allows a payment period in excess of 120 days) prior to the date hereof, all material work performed or materials furnished to the Owned Real Property, Leased Real Property and, to the knowledge of the Company, JV Owned Real Property prior to the date hereof has (i) been paid for in full, (ii) will be paid in the ordinary course of business or (iii) is being contested in good faith by appropriate proceedings and with adequate reserves established for payment in accordance with GAAP.
(g) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company and each of its Subsidiaries has good and valid title to all their respective personal property and assets (but excluding the Owned Real Property and Leased Real Property), except for Permitted Liens and such personal property is in reasonably good working order and condition, except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. All such personal property and assets, are free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for (A) Permitted Liens and (B) such other conditions, encroachments, easements, rights of way, restrictions and Liens that would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(h) To the knowledge of the Company, there are no condemnation material geotechnical or eminent domain proceedings pending or threatened against soil conditions adversely affecting any portion of the Leased Owned Real Property. Section 5.19 Property or JV Owned Real Property which would preclude development thereof or render development thereof in accordance with the current business plan of the Company Disclosure Letter contains a true and complete list uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development. To the knowledge of all Leased the Company, no portion of the Owned Real PropertyProperty or JV Owned Real Property includes any archeological sites, paleontological sites, historical sites, artifacts or burial grounds of historical or cultural significance that would preclude development thereof or render development thereof in accordance with the current business plan of the Company uneconomic such that the Company’s management would be reasonably likely to determine not to proceed with such development.
Appears in 2 contracts
Samples: Merger Agreement (Horton D R Inc /De/), Merger Agreement (Forestar Group Inc.)
Properties. The None of the Company does not nor any of its Subsidiaries own any real property. Except The Company and its Subsidiaries (a) have valid and good title to, or in any the case of leased property and personal property have valid, binding and enforceable in accordance with its terms (subject to the Enforceability Exceptions) leasehold interests in, all Leased Real Property and all items of material personal property used by the Company or its Subsidiaries (other than Intellectual Property Rights), except, in each case, for assets that have been disposed of since the Latest Balance Sheet Date or where the failure to have such case as good title or valid, binding and enforceable leasehold interests, individually or in the aggregate, has not had been and would not reasonably be expected to havebe material to the Company and its Subsidiaries, taken as a whole, and (b) are not subject to any contractual restriction with respect to any items of material personal property, except for restrictions that, if violated and enforced, individually or in the aggregate, has not been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a Material Adverse Effect on whole. All required deposits, rent and other sums, material obligations and charges payable or to be performed by the CompanyCompany or any of its Subsidiaries, as tenant under any of the real property leases, licenses, subleases and occupancy agreements to which the Company or such Subsidiaries are a party, are current in all material respects. Schedule 4.12 contains the address and a true and complete list as of the date hereof of all real property leases, licenses, subleases and occupancy agreements, together with any amendments, extensions, renewals and other agreements thereto (the “Real Property Leases”), with respect to the all real property leasedleases, licensed, subleased or licensed to otherwise used or occupied by the Company or any of its Subsidiaries as of the date hereof (the “Leased Real Property”). None of such Real Property Leases have been modified as of the date hereof in any material respect, (i) except to the leaseextent that such modifications are disclosed by the copies delivered or made available to the Parent prior to the date of this Agreement. The Company has made available to the Parent true, sublease or license for such property is valid, legally binding, enforceable complete and correct copies of all Real Property Leases. The Real Property Leases are in full force and effect, and none there is no material breach, violation or default (nor does there exist any condition, which with the passage of time or the giving of notice or both, would cause such a material breach, violation or default, or permit the termination, modification or acceleration of rent under such Real Property Lease) by the Company or any of its Subsidiaries or, to the knowledge of the Company, any other party thereto under any of the Real Property Leases. Since May 16, 2016, neither the Company’s nor any of its Subsidiaries’ possession or quiet enjoyment of the Leased Real Property has been disturbed, and to the Company’s knowledge, there are no disputes with respect to any Real Property Lease. Neither the Company nor any of its Subsidiaries have collaterally assigned or granted any other security interest in any Real Property Lease or any interest therein. Except as set forth on Schedule 4.12, neither the Company nor any of its Subsidiaries have subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof. The Leased Real Property identified in Schedule 4.12 comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries. The Leased Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries. No material personal property of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by subject to any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable Liens except for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyPermitted Liens.
Appears in 2 contracts
Samples: Transaction Agreement (Fortive Corp), Transaction Agreement
Properties. The (a) Section 3.17(a) of the Company does not own Disclosure Letter sets forth a true, correct and complete list of all real property owned by the Company or any real propertyof its Subsidiaries (the “Owned Real Property”). Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, the Company or one of its Subsidiaries has valid fee simple title to the Owned Real Property. Except as set forth in Section 3.17(a) of the Company Disclosure Letter, neither the Company nor any such case of its Subsidiaries owns, holds, has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to sell or dispose of any of the Owned Real Property or any portion thereof or interest therein that is individually or in the aggregate material to the Company and the Company Subsidiaries taken as a whole
(b) Except individually or in the aggregate, as has not had had, and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect, the Company or one or more of its Subsidiaries is the lessee of all leasehold estates reflected in the balance sheet of the Company included in the Company’s Annual Report on Form 10-K for the fiscal year ended August 31, 2013 or acquired after August 31, 2013 (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased thereunder, and to the knowledge of the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for each such property lease is valid, legally binding, enforceable and in full force and effect, and none is enforceable in accordance with its terms except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of the Company creditors’ rights generally or any by general principles of its Subsidiaries is in breach of or default under such lease, sublease or licenseequity, and no is valid without default (including any event has occurred which, which with notice, notice or lapse of time or bothboth would become a default) thereunder by the lessee or to the knowledge of Company, would constitute a breach or the lessor. No notices of default under any such lease have been received by any Acquired Company that have not been resolved.
(c) Section 3.17(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all leases, subleases, modifications, amendments, waivers, side letters, guaranties and other agreements relating thereto, under which any Acquired Company uses or its Subsidiaries occupies or permit terminationhas the right to use or occupy, modification now or acceleration by in the future, any third party thereundermaterial real property (the “Real Property Leases,” each real property leased under a Real Property Lease, or prevent together with the consummation Owned Real Property, referred to as a “Real Property”). The Company has, prior to the date hereof, made available to Parent true and correct copies of the transactions contemplated by this Agreement; (ii) Real Property Leases. No termination event or condition or uncured default of a material nature on the part of any Acquired Company or, to the knowledge of the Company, the improvements located in the Leased landlord thereunder, exists under any Real Property (Lease. Each Acquired Company has a valid leasehold interest in each parcel of material real property leased by it and each Acquired Company has valid fee simple title to the “Improvements”) Owned Real Property owned by it, in each case free and clear of all Liens, except Permitted Liens. The Owned Real Property, leasehold estates and Real Property Leases are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable sufficient for the purposes for which they are presently being used or held for use, and, to in the knowledge businesses of the Company, there are no facts or conditions affecting any Acquired Companies as now conducted.
(d) Except as disclosed in Section 3.17(d) of the Improvements thatCompany Disclosure Letter, the improvements owned or leased by the Acquired Company and located on any parcel of Real Property in all material respects are in good working order and repair, except for ordinary wear and tear. All such improvements and the occupancy, use and operation of such improvements may lawfully be used under all applicable zoning, building, fire and safety Laws (either as of right, by special permit or variance, or as a grandfathered use), except as would not reasonably be expected to, individually or in the aggregate, would reasonably be expected to interfere with materially and adversely affect the current use, occupancy use or operation thereof; (iii) neither of the Real Property, and none of the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from of noncompliance with any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertysuch Laws.
Appears in 2 contracts
Samples: Merger Agreement (Ingredion Inc), Merger Agreement (Penford Corp)
Properties. (a) The Company does not own any real property. or one of its Subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned by the Company or one of its Subsidiaries, or that have been acquired after the date thereof and that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens other than the Permitted Liens.
(b) Except in any such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have had or reasonably be expected to have a Company Material Adverse Effect Effect: (i) each lease or license pursuant to which the Company and the Company Subsidiaries leases or licenses any real property (collectively, the “Leases”) is valid and binding on the Company and each of its Subsidiaries party thereto and, to the knowledge of the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property each other party thereto and is valid, legally binding, enforceable and in full force and effect, and none of ; (ii) there is no breach or default under any Lease by the Company or any of its Subsidiaries is in breach or, to the knowledge of or default under such leasethe Company, sublease or license, and any other party thereto; (iii) no event has occurred which, that with notice, or without the lapse of time or both, the giving of notice or both would constitute a breach or default under any Lease by any of the Company or any of its Subsidiaries or permit terminationor, modification or acceleration by any third party thereunder, or prevent to the consummation knowledge of the transactions contemplated by this AgreementCompany, any other party thereto; (iiiv) to the knowledge of the Company, the improvements located Company or one of its Subsidiaries that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease for the Leased Real Property full term of the respective Lease free and clear of any Liens; and (v) the “Improvements”) Company and Company Subsidiaries are in good repair and operating conditionpossession of the properties purported to be leased or licensed thereunder, subject only to ordinary wear and tearhave not assigned, pledged, mortgaged, hypothecated or otherwise transferred any Lease, or portion thereof, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge have not entered into with any other person (other than another wholly-owned subsidiary of the Company) any sublease, there are no facts license or conditions affecting other agreement that is material to the Company and its Subsidiaries, taken as a whole, and that relates to the use or occupancy of all or any portion of the Improvements thatany real property subject to a Lease, except, in the aggregatecase of (ii) and (iii), as would not reasonably be expected to interfere with the current usehave a Company Material Adverse Effect.
(c) The Company has made available to Purchaser correct and complete copies of all Leases, occupancy or operation thereof; including any amendments thereto.
(iiid) neither Neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor Subsidiaries owns in fee any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyreal property.
Appears in 2 contracts
Samples: Stock Purchase and Sale Agreement (Steel Excel Inc.), Stock Purchase and Sale Agreement (iGo, Inc.)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect, the Company and its Subsidiaries have valid title to, or valid leasehold interests in, all property and assets reflected on the CompanyCompany Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business consistent with respect to past practice and in compliance with this Agreement, in each case free and clear of all Liens other than Permitted Liens. Section 5.14(a)(i) of the Company Disclosure Schedule sets forth a complete and correct list of all real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of owned by the Company or any of its Subsidiaries is (including the address or other description of the location of such real property and a description of the present use of each such real property).
(b) Except as would not reasonably be expected to have, individually or in breach of or default under such the aggregate, a Company Material Adverse Effect, (i) each lease, sublease or licenselicense (each, a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid and no event in full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Lease, has occurred violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time time, or both, would constitute a breach or default by any under the provisions of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tearsuch Lease, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority that any portion Lease. Section 5.14(b) of the Leased Real Property Company Disclosure Schedule sets forth a complete and correct list of the address of each material parcel of real property subject to a Lease to which the Company or any of its Subsidiaries is a party and the Improvements located thereon currently violates identity of the lessor and lessee.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the plants, buildings, structures, equipment and tangible personal property owned, leased, licensed or otherwise used or held for use by the Company or any Applicable Laws of its Subsidiaries have, no material defects and have been reasonably maintained consistent with standards generally followed in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and the industry (v) giving due account to the knowledge age and length of use of same, ordinary wear and tear excepted). To the Knowledge of the Company, there are no condemnation none of the Company or eminent domain proceedings any of its Subsidiaries has received any notice of any pending or threatened against condemnation Action with respect to any of the Leased Real Propertyreal property it owns, leases, licenses or otherwise occupies. Section 5.19 No Person leases, subleases, licenses or otherwise has the right to use or occupy any of the real property referred to in Section 5.14(a) or Section 5.14(b) other than the Company Disclosure Letter contains a true and complete list or any Subsidiary of all Leased Real Propertythe Company.
Appears in 2 contracts
Samples: Merger Agreement (Tyson Foods Inc), Merger Agreement (Tyson Foods Inc)
Properties. The Neither the Company does not own nor any Subsidiary of the Company owns any real property. As of the date hereof, neither the Company nor any Subsidiary of the Company has subleased, licensed or otherwise granted any Person the right to use or occupy any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to (a) the Company or its Subsidiaries relevant Subsidiary has a good and valid leasehold or license interest in the real property which the Company or any such Subsidiary of the Company leases, subleases, licenses, uses or occupies (any such properties, the “Leased Real PropertyProperties”), (i) the leasefree and clear of all Liens, sublease or license except for such property is valid, legally binding, enforceable and in full force and effectPermitted Liens, and none of (b) each Contract pursuant to which the Company or any of its Subsidiaries is in breach of leases, subleases, licenses, uses or default under occupies any Real Property (any such leaseContract, sublease or licensea “Lease”) is, subject to the Bankruptcy and no event has occurred whichEquity Exceptions, with notice, lapse of time or both, would constitute a breach or default by any valid and binding obligation of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation a Subsidiary of the transactions contemplated by this Agreement; Company (iias the case may be) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto (except for such Leases that are no facts terminated after the date of this Agreement in accordance with their respective terms, other than as a result of a default or conditions affecting breach by the Company or any of its Subsidiaries of any of the Improvements thatprovisions thereof). To the knowledge of the Company, as of the date of this Agreement, no Person is seeking to terminate or challenge the validity or enforceability of any Lease, except such terminations or challenges which have not had and would not reasonably be expected to have, individually or in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither a Material Adverse Effect. Neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease Subsidiaries, nor, to the knowledge of the Leased Real Property Company, any of the other parties thereto, has violated any provision of, or committed or failed to perform any act that (eachwith or without notice, lapse of time or both) would constitute a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) default under any provision of, and neither the Company nor any of its Subsidiaries has received written notice from that it has violated or defaulted under, any Governmental Authority Leases, except for those violations and defaults (or potential defaults) that any portion would not have had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. The Company has made available to Parent true and complete copies of each Lease (and all material documents supplemental to it) in effect as of the Leased Real Property or any of date hereof. The properties leased under the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating Leases are all the real properties required to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to carry on the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 businesses of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits Subsidiaries as currently operated.
Appears in 2 contracts
Samples: Transaction Agreement (Exscientia PLC), Transaction Agreement (Recursion Pharmaceuticals, Inc.)
Properties. The (i) Each of the Company does not own and its Subsidiaries has good and marketable title to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all of the material leases, licenses or similar agreements for the use or occupancy of real property to which the Company of any of its Subsidiaries are a party (the “Company Real Property Leases”) and the parcels of real property. Except estate owned by the Company and its Subsidiaries as of the date hereof (the “Company Owned Properties”, together with the parcels of real estate covered by the Company Real Property Leases, the “Company Real Properties”), free and clear of all Liens, except for Permitted Liens.
(ii) All improvements and buildings on the material Company Owned Properties (including the electrical, power, cooling and mechanical infrastructure) are in, in all material respects, good repair, have been maintained in accordance with prudent industry practice, and are in compliance in all material respects with building, zoning and other applicable Laws for their current use.
(iii) There are no outstanding options, rights of first refusal, rights of first offer, rights of first negotiation or similar rights for the purchase, sale or other disposition of all or any such case as has not had and of the Company Owned Properties, or any material portion thereof or material interest therein that would not reasonably be expected to havematerially impair the manner in which the Company and its Subsidiaries operate their businesses taken as a whole.
(iv) Except as would not, individually or in the aggregate, reasonably be likely to have a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (iX) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none each of the Company or any of and its Subsidiaries is in breach compliance in all material respects with the terms of or default all of the Company Real Property Leases to which it is a party and under such lease, sublease or licensewhich it is in occupancy, and no event has occurred which(Y) each such lease is a legal, with notice, lapse of time or both, would constitute a breach or default by any valid and binding agreement of the Company or its Subsidiaries or permit terminationSubsidiary, modification or acceleration by any third party thereunder, or prevent as the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for usecase may be, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements thateach other party thereto, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither enforceable against the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of such Subsidiary, as the Leased Real Property (eachcase may be, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectand, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation against the other party or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyparties thereto, in each case, in accordance with its terms.
Appears in 2 contracts
Samples: Merger Agreement (Caterpillar Inc), Merger Agreement (Bucyrus International Inc)
Properties. (a) The Company and each Company Subsidiary has good and valid title to, or good and valid leasehold interests in, all their respective tangible properties and tangible assets (the “Company Properties”) except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All of the Company Properties are free and clear of all Liens, except for Liens on material Company Properties that, individually or in the aggregate, do not materially impair and would not reasonably be expected to materially impair, the continued use and operation of such material Company Property to which they relate in the conduct of the Company and the Company Subsidiaries as presently conducted and Liens on other Company Properties that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.15 does not own relate to Intellectual Property Rights matters, which are the subject of Section 4.16.
(b) Neither the Company nor any of the Company Subsidiaries owns or has ever owned any real property, nor is any of them party to any agreement to purchase or sell any real property. Except Section 4.15(b) of the Company Disclosure Letter sets forth a list of all real property currently leased, subleased or licensed by or from the Company or any of the Company Subsidiaries or otherwise used or occupied by the Company or any of the Company Subsidiaries that requires annual payments in any such case as excess of $500,000 (the “Company Facilities”). The Company has made available to Parent true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Facilities, including all amendments, terminations and modifications thereof (“Company Leases”). The Company and each of the Company Subsidiaries has complied with the terms of all Company Leases, and all Company Leases are valid and in full force and effect, except as, individually or in the aggregate, has not had and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on Effect. To the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge Knowledge of the Company, the improvements located no other party to any Company Lease is (with or without notice or lapse of time, or both) in the Leased Real Property (the “Improvements”) are in good repair and operating conditionbreach or default thereunder, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health . The Company and safety, fire, air, sanitation and noise control; and (v) to the knowledge each Company Subsidiary is in exclusive possession of the Company, there are no condemnation properties or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of assets purported to be leased under all the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyLeases.
Appears in 2 contracts
Samples: Merger Agreement (CEB Inc.), Merger Agreement (Gartner Inc)
Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (i) the Company and its Subsidiaries have valid leasehold interests in each parcel of real property used by the Company or any of its Subsidiaries, free and clear of all Liens, except for Permitted Liens, (ii) each lease, sublease or license for such property is valid(each, legally binding, enforceable and in full force and effect, and none of a “Lease”) under which the Company or any of its Subsidiaries is in breach of leases, subleases or default under such leaselicenses any real property is, sublease or licensesubject to the Bankruptcy and Equity Exceptions, a valid and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any binding obligation of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation a Subsidiary of the transactions contemplated by this Agreement; Company (iias the case may be) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there each of the other parties thereto, and in full force and effect and enforceable in accordance with its terms against the Company or its Subsidiaries (as the case may be) and, to the knowledge of the Company, each of the other parties thereto (except for such Leases that are no facts terminated after the date of this Agreement in accordance with their respective terms; provided that if such termination is at the option of the Company or conditions affecting any of the Improvements that, its Subsidiaries such termination must be in the aggregateordinary course of business), would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in Subsidiaries, nor, to the knowledge of the Company, any discussions of the other parties thereto has violated or negotiations regarding termination committed or failed to perform any act which (with or without notice, lapse of time or both) would constitute a default under any provision of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; Lease and (iv) neither the Company nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority that any portion of Lease, nor has the Leased Real Property Company or any of its Subsidiaries delivered notice to any other party to a Lease that such other party has breached, violated or defaulted under any Lease that remains uncured as of the Improvements located date hereof. Neither the Company nor any of its Subsidiaries owns any real property or has owned any real property during the past five years. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the real property used by the Company or any of its Subsidiaries and any plants, buildings, structures and equipment thereon currently violates any Applicable Laws leased by the Company and its Subsidiaries have no defects, are in any material respectgood operating condition and repair and have been maintained consistent with standards generally followed in the industry (given due account to the age and length of use of same, including those laws relating ordinary wear and tear excepted), are adequate and suitable for their present use. Except as has not had and would not reasonably be expected to zoninghave, buildingindividually or in the aggregate, land a Company Material Adverse Effect, the Company and its Subsidiaries are (and following the Closing will be) in possession of and have (and following the Closing will have) good title to, or valid leasehold interests in or valid rights under contract to use, health the material machinery, equipment, furniture, fixtures and safety, fire, air, sanitation other material personal property and noise control; and (v) to assets used by the knowledge of the Company, there are no condemnation Company or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Morgan Stanley), Merger Agreement (Eaton Vance Corp)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, the CompanyCompany and its Subsidiaries have good and defensible title to all of the Company Oil and Gas Interests reflected in the Company Reserve Reports or disclosed in the Company SEC Documents and attributable to interests owned by the Company and its Subsidiaries, with respect except for such Company Oil and Gas Interests sold, used or otherwise disposed of since December 31, 2018 in the ordinary course of business, free and clear of all Liens other than Company Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of real property subject thereto by the owner (or lessee to the real property leasedextent a leased property) thereof in the operation of its business. Except as would not reasonably be expected to have, subleased individually or licensed to in the aggregate, a Company or its Subsidiaries (the “Leased Real Property”)Material Adverse Effect, (i) each Company Oil and Gas Lease to which the lease, sublease Company or license for such property any of its Subsidiaries is valid, legally binding, enforceable a party is valid and in full force and effect, and subject to the limitation of such enforcement by the Remedies Exceptions, (ii) none of the Company or any of its Subsidiaries is in breach (and, to the Company’s knowledge, no third party operator) has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the provisions of such Company Oil and Gas Lease, and (iii) none of the Company or any of its Subsidiaries has received written notice from the other party to any such Company Oil and Gas Lease that the Company or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Company Oil and Gas Lease.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has good and valid title to each real property (and each real property at which operations of the Company or any of its Subsidiaries are conducted) owned by the Company or any Subsidiary (but excluding the Company Oil and Gas Interests) (such owned property collectively, the “Company Owned Real Property”) and (ii) either the Company or a Subsidiary of the Company has a good and valid leasehold interest in each lease, sublease and other agreement under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any real property (or real property at which operations of the Company or any of its Subsidiaries are conducted) (but excluding the Company Oil and Gas Interests) (such property subject to a lease, sublease or licenseother agreement, the “Company Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Company Real Property Leases”), in each case, free and clear of all Liens other than any Company Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (A) each Company Real Property Lease is valid, binding and in full force and effect, subject to the limitation of such enforcement by the Remedies Exceptions, and (B) no uncured default on the part of the Company or, if applicable, its Subsidiaries or, to the knowledge of the Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with the giving of notice, lapse the passage of time time, or both, would constitute a breach or default under a Company Real Property Lease.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by any of the Company or its Subsidiaries or permit terminationin the operation of its business thereon, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to except for such arrangements solely among the knowledge of Company and its Subsidiaries or among the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company’s Subsidiaries, there are no facts outstanding options or conditions affecting rights of first refusal in favor of any of the Improvements that, in the aggregate, other party to purchase any Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to interfere with adversely affect the current useexisting use of the Company Owned Real Property by the Company in the operation of its business thereon, occupancy or operation thereof; and (iii) neither the Company nor any of its Subsidiaries is currently participating in subleasing, licensing or otherwise granting any discussions person the right to use or negotiations regarding termination occupy a material portion of any lease of the a Company Owned Real Property or Company Leased Real Property (each, a “that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the or Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property by the Company or any its Subsidiaries in the operation of its business thereon.
(d) Except as would not reasonably be expected to have, individually or in the Improvements located thereon currently violates any Applicable Laws in any material respectaggregate, including those laws relating to zoninga Company Material Adverse Effect, buildingthere is no pending or, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no threatened, appropriation, condemnation or eminent domain proceedings pending like Action or threatened against Order affecting the Company Owned Real Property or any part thereof or of the Leased Real Property. Section 5.19 any sale or other disposition of the Company Disclosure Letter contains Owned Real Property or any part thereof in lieu of condemnation or other matters affecting and impairing the current use, occupancy or value thereof.
(e) Except as would not reasonably be expected to have, individually or in the aggregate, a true Company Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Company Oil and complete list Gas Interests are being received by the Company in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Company Xxxxx or awaiting on transfer orders for recently acquired Company Oil and Gas Interests as of the date of this Agreement. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) all Leased Real Propertyrentals, shut-ins and similar payments owed to any person or individual under (or otherwise with respect to) any Company Oil and Gas Leases have been properly and timely paid and (ii) all royalties, minimum royalties, overriding royalties and other Production Burdens with respect to any Company Oil and Gas Interests have been timely and properly paid (other than any such Production Burdens which are being held in suspense by Company or its Subsidiaries in accordance with applicable Law).
(f) All of the Company Xxxxx and all water, CO2 or injection xxxxx located on the Company Oil and Gas Leases or Company Units or otherwise associated with a Company Oil and Gas Interest have been drilled, completed and operated within the limits permitted by the applicable Company Oil and Gas Contracts, Company Oil and Gas Leases and applicable Law (other than Environmental Law and those relating to Taxes), and all drilling and completion (and plugging and abandonment) of the Company Xxxxx and such other xxxxx and all related development, production and other operations have been conducted in compliance with all applicable Laws except, in each case, as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(g) All Company Oil and Gas Interests operated by the Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Company Oil and Gas Leases and applicable Law (other than Environmental Law and those relating to Taxes), except where the failure to so operate would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(h) None of the Company Oil and Gas Interests are subject to any preferential purchase, consent or similar right that would become operative as a result of the transactions contemplated by this Agreement, except for any such preferential purchase, consent or similar rights that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(i) None of the Company Oil and Gas Interests are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.
Appears in 2 contracts
Samples: Merger Agreement (Callon Petroleum Co), Merger Agreement (Carrizo Oil & Gas Inc)
Properties. The Company does (i) Except as would not own any real property. Except in any such case as has not had and have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect, AMB or a Subsidiary of AMB owns fee simple title to or has a valid leasehold interest in, each of the real properties reflected as an asset on the most recent balance sheet of AMB included in the AMB SEC Documents (each an “AMB Property” and collectively the “AMB Properties”), in each case free and clear of all Liens except for (A) debt and other matters set forth in Section 3.1(o)(i) of the AMB Disclosure Letter, (B) inchoate mechanics’, workmen’s, repairmen’s and other inchoate Liens imposed for construction work in progress or otherwise incurred in the ordinary course of business, (C) mechanics’, workmen’s and repairmen’s Liens (other than inchoate Liens for work in progress) which have heretofore been bonded or insured, (D) all matters disclosed on existing title policies or surveys, (E) real estate Taxes and special assessments not yet due and payable or which are being contested in good faith in the ordinary course of business, and (F) Liens and other encumbrances that would not cause a material adverse effect on the value or use of the affected property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect, none of AMB nor any Subsidiary of AMB has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of AMB, threatened with respect to any material portion of any of the AMB Properties. Except for the owners of the properties in which AMB or any Subsidiary of AMB has a leasehold interest and except for any AMB Property that is held by a joint venture or fund, no Person other than AMB or a Subsidiary of AMB has any ownership interest in any of the AMB Properties.
(ii) Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect, policies of title insurance or updates or endorsements have been issued, insuring AMB’s or the applic- able Subsidiary of AMB’s fee simple title to each of the AMB Properties owned by AMB and acquired in the past five years, in amounts at least equal to the purchase price paid for ownership of such AMB Property or such entity that owned such AMB Properties at the time of the issuance of each such policy, and no material claim has been made against any such policy that has not been resolved.
(iii) AMB and any Subsidiary of AMB (A) have not received written notice of any structural defects, or violation of Law, relating to any AMB Property which would have, or would reasonably be expected to have, individually or in the aggregate, an AMB Material Adverse Effect on and (B) have not received written notice of any physical damage to any AMB Property which would have, or would reasonably be expected to have, individually or in the Companyaggregate, with respect to an AMB Material Adverse Effect for which there is not insurance in effect covering the real property leasedcost of the restoration and the loss of revenue.
(iv) Except for secured loan documents entered into in the ordinary course of business, subleased there are no written agreements which restrict AMB or licensed to any Subsidiary of AMB from transferring any of the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effectAMB Properties, and none of the Company AMB Properties is subject to any restriction on the sale or any other disposition thereof (other than rights of its Subsidiaries is in breach first offer or rights of first refusal or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, tenant options as would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereundernot have, or prevent the consummation of the transactions contemplated by this Agreement; (ii) would not reasonably be expected to the knowledge of the Companyhave, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used individually or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, an AMB Material Adverse Effect) or on the financing or release of financing thereon.
(v) AMB and the Subsidiaries of AMB have good and sufficient title to, or are permitted to use under valid and existing leases, all personal and non-real properties and assets reflected in their books and records as being owned by them or reflected on the most recent balance sheet of AMB included in the AMB SEC Documents (except as since sold or otherwise disposed of in the ordinary course of business) or used by them in the ordinary course of business, free and clear of all Liens, and except as would not have, or would not reasonably be expected to interfere with have, individually or in the current useaggregate, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyan AMB Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Amb Property Lp), Merger Agreement (Prologis)
Properties. The (a) Neither the Company does not own nor any of its Subsidiaries owns any real property. .
(b) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect, the Company and its Subsidiaries have good title to, or valid leasehold interests in, all property and assets reflected on the CompanyCompany Balance Sheet or acquired after the Company Balance Sheet Date, with respect except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business.
(c) Section 4.14(b) of the Company Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all of the existing leases, subleases, licenses or other agreements pursuant to the real property leased, subleased or licensed to which the Company or any of its Subsidiaries uses or occupies, or has the right to use or occupy, now or in the future, any real property in excess of 25,000 square feet (the each such lease, sublease, license or other agreement, a “Leased Real PropertyLease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each Lease under which the leaseCompany or any of its Subsidiaries leases, sublease subleases or license for such licenses any real property is valid, legally binding, enforceable valid and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectLease, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (viii) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against disputes with respect to any of the Leased Real Property. Section 5.19 of Lease, (iv) the Company Disclosure Letter contains or one of its Subsidiaries has not collaterally assigned or granted any other security interest in any Lease or any interest therein and (v) there are no liens on the estate or interest created by any Lease.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a true Company Material Adverse Effect, the Company and complete list of its Subsidiaries have (i) filed or caused to be filed with the appropriate Governmental Authority all Leased Real Propertyunclaimed property reports required to be filed and has remitted to the appropriate Governmental Authority all unclaimed property required to be remitted and (ii) delivered or paid all material unclaimed property to the proper recipient as required by Applicable Law.
Appears in 2 contracts
Samples: Merger Agreement (Sizmek Inc.), Merger Agreement (Sizmek Inc.)
Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (iiSchedule 3.2(i) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter Memorandum contains a true and complete list of all Leased Real Propertyof the real properties in which the Company has an interest (the "Company Properties"). Except as set forth on Schedule 3.2(i) of the Company Disclosure Memorandum, either the Company or one of its Subsidiaries owns fee simple title to each of the Company Properties, except where the failure to own such title would not have a Company Material Adverse Effect.
(ii) Other than as set forth on Schedule 3.2(i) of the Company Disclosure Memorandum, the Company Properties are not subject to any Liens or Property Restrictions.
(iii) Valid policies of title insurance (or fully paid and enforceable commitments therefor) have been issued insuring the Company's or its applicable Subsidiary's fee simple title or leasehold estate, as the case may be, to the Company Properties in amounts which are approximately equal to the purchase price thereof paid by the Company or the applicable Subsidiary of the Company therefor, except where the failure to obtain such title insurance would not reasonably be expected to have a Company Material Adverse Effect.
(iv) The Company has:
(A) not failed to obtain a certificate, permit or license from any Governmental Entity having jurisdiction over any of the Company Properties where such failure would reasonably be expected to have a Company Material Adverse Effect and no knowledge of any pending threat of modification or cancellation of any of the same which would reasonably be expected to have a Company Material Adverse Effect,
(B) not received any written notice of any violation of any federal, state or municipal law, ordinance, order, rule, regulation or requirement affecting any of the Company Properties issued by any Governmental Entity which would reasonably be expected to have a Company Material Adverse Effect, and
(C) no knowledge of (1) any structural defects relating to the Company Properties, (2) Company Properties the building systems of which are not in working order, (3) physical damage to any Company Property for which there is not insurance in effect covering the cost of the restoration and the lost revenue (subject to a commercially reasonable deduction or retention limit) or zoning or building code violations, except such structural defects, building systems not in working order, physical damage and violations, which, singly or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(v) Neither the Company nor any of the Subsidiaries of the Company has received any written or published notice to the effect that (A) any condemnation or involuntary rezoning proceedings are pending or threatened with respect to any of the Company Properties or (B) any zoning, building or similar law, code, ordinance, order or regulation is or will be violated by the continued maintenance, operation or use of any buildings or other improvements on any of the Company Properties or by the continued maintenance, operation or use of the parking areas, other than such notices which, singly or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(vi) All properties under development or construction by the Company or its Subsidiaries as of the date hereof (the "Company Development Properties") and all properties proposed for acquisition, development or commencement of construction prior to the Effective Time by the Company and its Subsidiaries as of the date hereof (the "Company Future Development Properties") are listed in Schedule 3.2(i) of the Company Disclosure Memorandum. All material executory agreements entered into by the Company or any of its Subsidiaries relating to the development or construction of the Company Development Properties or the Company Future Development Properties are listed in Schedule 3.2(i) of the Company Disclosure Memorandum.
(vii) As of the date hereof, the Company has no capital expenditures in excess of $100,000 for required or planned improvements, repairs or replacements with respect to any Company Property other than with respect to Company Development Properties and Company Future Development Properties.
Appears in 2 contracts
Samples: Merger Agreement (Irt Property Co), Merger Agreement (Equity One Inc)
Properties. (i) Section 3.1(o)(i)(A) of the Company Disclosure Letter sets forth a true, correct and complete list as of the date hereof of the address of each real property owned or leased by the Company or any Subsidiary of the Company, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased (all such real property interests, together with all right title and interest of the Company and any of its Subsidiaries in and to (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, and subject to any easements, impairments, rights and other appurtenances affecting such real property are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Section 3.1(o)(i)(B) of the Company Disclosure Letter sets forth a true, correct and complete list of the address of each facility and real property which, as of the date of this Agreement, is under contract by the Company or a Subsidiary of the Company for purchase or for which no lease exists, but which is required under a written agreement to be leased, ground leased or subleased by the Company or a Subsidiary of the Company after the date of this Agreement.
(ii) The Company does not own any real property. Except or a Subsidiary of the Company owns good and valid fee simple title to (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) or holds good and valid leasehold interest in any such case (as has not had applicable) to each of the Company Properties, in each case, free and clear of Liens, except for Permitted Liens and Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries Effect.
(the “Leased Real Property”), (iiii) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to To the knowledge of the Company, each of the improvements located Company Properties has sufficient access to and from publicly dedicated streets for its current use and operation, without any constraints that interfere with the normal use, occupancy and operation thereof, except as would not reasonably be expected to have, individually or in the Leased Real Property aggregate, a Company Material Adverse Effect.
(iv) Neither the “Improvements”Company nor any of its Subsidiaries has received (x) written notice that any certificate, permit, approval, license or other similar right from any Governmental Entity having jurisdiction over any of the Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Company Properties is not in full force and effect as of the date of this Agreement, except for such failures to be in full force and effect that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or of any pending written threat of modification or cancellation of any of same, that would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, or (y) written notice of any uncured violation of any Laws affecting any of the Company Properties which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company nor any Subsidiary of the Company has received written notice to the effect that (a) there are in good repair and operating condition, subject only to ordinary wear and tear, and any rezoning or condemnation proceedings that are adequate and suitable for the purposes for which they are presently being used or held for use, andpending or, to the knowledge of the Company, there are no facts or conditions affecting threatened in writing with respect to any of the Improvements thatCompany Properties, or (b) any zoning or land use regulation, ordinance or other entitlement (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Company Property.
(v) No certificate, variance, permit, approval, license or other similar right from any Governmental Entity having jurisdiction over any of the aggregateCompany Properties or any agreement, would reasonably be expected easement or other right that is necessary to interfere with permit the current use, occupancy or operation thereof; (iii) neither use of the buildings and improvements on any of the Company nor Properties or that is necessary to permit the current use of all parking areas, driveways, roads and other means of egress and ingress to and from any of its Subsidiaries the Company Properties has failed to be obtained or is currently participating not in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachfull force and effect, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) and neither the Company nor any of its Subsidiaries has received written notice from through the date hereof of any Governmental Authority that outstanding threat of modification or cancellation of any portion such certificate, variance, permit or license, in each of the Leased Real foregoing cases, except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(vi) Section 3.1(o)(vi)(A) of the Company Disclosure Letter sets forth, as of March 31, 2017, in all material respects, the aggregate monthly rent and security deposit amounts held for each Company Property that is leased or ground leased by the Company or any of its Subsidiaries as the Improvements located thereon currently violates tenant or lessee. Section 3.1(o)(vi)(B) of the Company Disclosure Letter sets forth, as of March 31, 2017, in all material respects, each lease, ground lease or sublease of any Applicable Laws Company Property that is leased, ground leased or subleased by the Company or any of its Subsidiaries to a third party (each, a “Company Lease” and collectively, the “Company Leases”), and the aggregate monthly rent and security deposit amounts held pursuant to each such lease, ground lease or sublease. Except for discrepancies, errors or omissions that would not reasonably be expected to have individually or in the aggregate, a Company Material Adverse Effect, the rent roll summary attached to Section 3.1(o)(vi)(B) of the Company Disclosure Letter, correctly references the corresponding property with respect to each Company Lease.
(vii) As of the date hereof, true and complete copies of (A) all ground leases creating or affecting the interest of the Company or any material respect, including those laws relating of its Subsidiaries in the Company Properties or ground leasing any of the Company Properties to zoning, building, land use, health and safety, fire, air, sanitation and noise control; a third party and (vB) each Company Lease with respect to which the tenant is an operator that makes annual rental payments to the Company or its Subsidiaries in excess of $5,000,000 annually (the “Material Company Leases”), have been made available to Parent. Except as set forth on Section 3.1(o)(vii) of the Company Disclosure Letter, or as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (1) neither the Company nor any of its Subsidiaries is and, to the knowledge of the Company, no other party is in breach or violation of, or default under, any Company Lease with an aggregate annual rent payment to the Company or its Subsidiaries in excess of $500,000, (2) no event has occurred which would result in a breach or violation of, or a default under, any Company Lease with an aggregate annual rent payment to the Company or its Subsidiaries in excess of $500,000 by the Company or any of its Subsidiaries, 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 no tenant under a Material Company Lease is in monetary default under such Material Company Lease, and (3) each Company Lease with an aggregate annual rent payment to the Company or its Subsidiaries in excess of $500,000 is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or a Subsidiary of the Company (assuming due authorization, execution and, individually or in the aggregate, delivery by the other parties thereto) and, to the knowledge of the Company, with respect to the other parties thereto, except as may be limited by the Bankruptcy and Equitable Exceptions.
(viii) As of the date of this Agreement, no purchase option, right of first refusal, right of first offer or similar right has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement.
(ix) As of the date hereof: (A) there are no condemnation unexpired options to purchase, rights of first refusal or eminent domain proceedings pending first offer or threatened any other rights to purchase or otherwise acquire any material Company Property or any portion thereof that would affect the Company’s, or any of its Subsidiaries’, ownership, lease, ground lease or right to use a Company Property subject to a Material Company Lease, and (B) there are no agreements to enter into any contract for sale, lease, ground lease or binding letter of intent or similar document to sell, lease or ground lease any material Company Property or any portion thereof that is owned by the Company or any Subsidiary of the Company, which, in each case, is in favor of any party other than the Company or a Subsidiary of the Company.
(x) Except pursuant to a Company Lease or any ground lease affecting any Company Property, neither the Company nor any of its Subsidiaries is a party to any agreement pursuant to which the Company or any of its Subsidiaries manages the development of any material real property for any third party.
(xi) A list of each title insurance policy or valid marked-up title commitment evidencing title insurance with respect to each Company Property (each, a “Company Title Insurance Policy” and, collectively, the “Company Title Insurance Policies”) in the possession of the Company has been made available to Parent. No written claim has been made against any Company Title Insurance Policy, which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
(xii) As of the Leased Real Propertydate hereof, the Company and its Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy and other than property owned by any third party managers), except as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect. As of the date hereof, none of the Company’s or any of its Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, except for Permitted Liens and Liens which, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(xiii) The Company and its Subsidiaries (A) have not received notice of any structural defects, or violation of Law, relating to any Company Properties which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) have not received notice of any physical damage to any Company Properties which would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, in each case for which there is not insurance in effect covering the cost of the restoration and the loss of revenue.
(xiv) As of the date hereof, neither the Company nor any Subsidiary of the Company is a party to any agreement pursuant to which the Company or any Subsidiary of the Company acts as a Company Operator.
(xv) Except as set forth on Section 5.19 3.1(o)(xv) of the Company Disclosure Letter contains a true and complete list (the “Company Permitted Development Expenditures”), as of the date hereof, neither the Company nor any Subsidiary of the Company has any obligation pursuant to any Contract with any Company Operator or Affiliates of any Company Operator, or any other lessee, sublessee or ground lessee of any Company Property, to expend funds to develop or re-develop any Company Property, or to improve, maintain, expand, renovate or repair, or to fund the improvement, maintenance, expansion, renovation or repair, of any of the Company Properties that, in the aggregate of all Leased Real such obligations, are in excess of $5,000,000.
(xvi) To the knowledge of the Company, except as set forth on Section 3.1(o)(xvi) of the Company Disclosure Letter, there are no Tax abatements or exemptions specifically affecting the Company Properties, and the Company and its Subsidiaries have not received any written notice of (and the Company and its Subsidiaries do not have any knowledge of) any proposed increase in the assessed valuation of any of the Company Properties or of any proposed public improvement assessments that will result in the Taxes or assessments increasing, in each case except which would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(xvii) Section 3.1(o)(xvii) of the Company Disclosure Letter lists the parties currently providing third-party property management services to the Company Properties not leased to unaffiliated third parties and the Company Properties currently managed by each such party (other than with respect to any vacant Company Property).
(xviii) Except as otherwise disclosed on Section 3.1(o)(xviii) of the Company Disclosure Letter or except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all insurance policies, including any required endorsements thereto, required to be maintained by a tenant under its Company Lease are in full force and effect and are in compliance with all requirements of the applicable Company Lease.
(xix) Section 3.1(o)(xix) of the Company Disclosure Letter lists as of the date hereof (A) each entity (other than Subsidiaries of the Company) and property with respect to which the Company any of its Subsidiaries has any debt securities or equity interest with an unadjusted book value in excess of $1,000,000, (B) any rights of first refusal or first offer with respect to, or any other rights to purchase or otherwise acquire, any such property listed pursuant to the immediately preceding clause (A) granted by the Company or any of its Subsidiaries, and (C) any funding commitments of the Company or any of its Subsidiaries in excess of $1,000,000 with respect to each such entity or property other than obligations to make capital expenditures or provide loans to tenants. None of the Company or any of its Subsidiaries is, and to the knowledge of the Company no other party is, in breach, default or violation (and no event has occurred or not occurred through the Company’s or any Subsidiary of the Company’s action or inaction or, to the knowledge of the Company, through the action or inaction of any third party, that with notice or the lapse of time or both would constitute a breach, default or violation) of any term, condition or provision of any Contract providing for any such investment, entity or property, except for such breaches, defaults or violations as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Care Capital Properties, Inc.), Merger Agreement (Sabra Health Care REIT, Inc.)
Properties. The (a) With respect to the real property owned by the Company does not own or its Subsidiaries and the Improvements (as defined below) thereon (collectively, “Owned Real Property”), the Company or one of its Subsidiaries, as applicable, has good and marketable title to the Owned Real Property, free and clear of any real property. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, Lien (other than Permitted Liens); (b) with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries and the Improvements (the as defined below) thereon (collectively, “Leased Real Property”), the Company or one of its Subsidiaries, as applicable, has a good and valid leasehold interest, free and clear of any Lien (iother than Permitted Liens) in all such Leased Real Property and the lease, sublease or license for with respect to such property Leased Real Property is valid, legally bindingand binding on the Company or its Subsidiaries, enforceable as applicable, and to the knowledge of the Company, each other party thereto, and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (iic) with respect to tangible assets, the knowledge Company or one of its Subsidiaries, as applicable, has a good and valid fee title or leasehold interest, free and clear of any Lien (other than Permitted Liens) in all such tangible assets that are necessary for the Company and its Subsidiaries to conduct their respective businesses as currently conducted, except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company; (d) all buildings, structures, fixtures and improvements included within the improvements located in the Owned Real Property and Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, and to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to substantially interfere with the current use, occupancy or operation thereof; and (iiie) neither the Company nor any of its Subsidiaries is currently participating in any discussions has not received written notice with respect to the Owned Real Property or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that Entity pertaining to any portion violation of the Leased Real Property any law, ordinance, rule or any of the Improvements located thereon currently violates any Applicable Laws in any material respectregulation, including those laws relating which would have or would reasonably be expected to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of have a Material Adverse Effect on the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 4.18 of the Company Disclosure Letter Schedule contains a true and complete list of all Owned Real Property or Leased Real Property. The applicable Tenant with respect to any Leased Real Property enjoys peaceful and undisturbed possession of such Leased Real Property, except for any such failure to do so that, individually or in the aggregate, would not have or reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Labarge Inc), Merger Agreement (Ducommun Inc /De/)
Properties. (a) The Company and each Company Subsidiary has good and valid title to, or good and valid leasehold interests in, all their respective properties and assets (the “Company Properties”) except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. The Company Properties are, in all respects, adequate and sufficient, and in satisfactory condition, to support the operations of the Company and the Company Subsidiaries as presently conducted, except in respects that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. All of the Company Properties are free and clear of all Liens, except for Liens on material Company Properties that, individually or in the aggregate, do not materially impair and would not reasonably be expected to materially impair, the continued use and operation of such material Company Property to which they relate in the conduct of the Company and the Company Subsidiaries as presently conducted and Liens on other Company Properties that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect. This Section 4.15 does not own any relate to Intellectual Property Rights matters, which are the subject of Section 4.16.
(b) The Company and each of the Company Subsidiaries has complied with the terms of all leases, subleases and licenses entitling it to the use of real property. Except property owned by third parties (“Company Leases”), and all Company Leases are valid and in any such case as full force and effect, except as, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Company Material Adverse Effect. The Company and each Company Subsidiary is in exclusive possession of the properties or assets purported to be leased under all the Company Leases, except for such failures to have such possession of material properties or assets as, individually or in the aggregate, a Material Adverse Effect on do not materially impair and would not reasonably be expected to materially impair, the Company, with respect continued use and operation of such material assets to which they relate in the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none conduct of the Company and Company Subsidiaries as presently conducted and failures to have such possession of immaterial properties or any of its Subsidiaries is in breach of assets as, individually or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, have not had and would not reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the have a Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (SAVVIS, Inc.), Merger Agreement (Centurylink, Inc)
Properties. The (a) Section 3.13(a) of the Company does not own any Disclosure Schedule identifies:
(i) all real property. Except in any such case as has not had properties (by name and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to location) owned by the Company or its Subsidiaries (the “Company Owned Property”) as of the date hereof, which are all of the real properties owned by them as of the date hereof; and
(ii) all material leases for real properties and interests in real properties leased or operated by the Company or its Subsidiaries as lessee (the “Company Leased Property”) as of the date hereof. The Company Owned Property and the Company Leased Property is referred to herein collectively as the “Company Real Property.”)
(b) The Company or its Subsidiaries have good and valid title to the Company Owned Property, and a valid leasehold interest in the Company Leased Property, sufficient to allow each of the Company and its Subsidiaries to conduct their business as and where currently conducted in all material respects. To the Company’s Knowledge, each Company Real Property is (i) not subject to any Encumbrances, except for any Permitted Encumbrances and (ii) not encumbered by any Indebtedness.
(c) All (i) certificates, permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) agreements, easements or other rights, necessary to permit the leaselawful use and operation of the buildings and improvements on any of the Company Real Property or to permit the lawful use and operation of all driveways, sublease or license for such property is validroads, legally binding, enforceable and other means of egress and ingress to and from any Company Real Property have been obtained and are in full force and effect, and none of except where the Company failure to obtain or any of its Subsidiaries is in breach of maintain the same would not, individually or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with have a Company Material Adverse Effect, and to the current use, occupancy Company’s Knowledge there is no pending threat of modification or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease cancellation of the Leased same, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. No Company Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion is located outside of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyUnited States.
Appears in 2 contracts
Samples: Merger Agreement (Talbots Inc), Merger Agreement (BPW Acquisition Corp.)
Properties. The Company does (i) Other than with respect to the Xxxxx Real Properties (which are addressed in clauses (ii)-(v) of this Section 4.1(o)), Xxxxx or one of its Subsidiaries (A) has good and marketable title to all the properties and assets reflected in the latest audited balance sheet included in the Xxxxx SEC Documents as being owned by Xxxxx or one of its Subsidiaries or acquired after the date thereof that are material to Penny’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business), free and clear of all Liens, except (1) statutory Liens securing payments not own any real property. Except yet due, (2) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not affect in any material respect the current use of the properties or assets subject thereto or affected thereby or otherwise impair in any material respect the business operations at such case properties and (3) mortgages, deeds of trust or security interests related to indebtedness reflected on the consolidated financial statements of Xxxxx (such Liens in clauses (1) through (3), “Xxxxx Permitted Liens”), and (B) is the lessee of all leasehold estates reflected in the latest audited financial statements included in the Xxxxx SEC Documents or acquired after the date thereof that are material to its business on a consolidated basis (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) and is in possession of the properties purported to be leased thereunder, and each such lease is valid without any material default thereunder by the lessee or, to Penny’s knowledge, the lessor.
(ii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyXxxxx, with respect to the real property leased, subleased Xxxxx or licensed to the Company or one of its Subsidiaries has good and marketable either fee simple or leasehold (as the case may be) title to all real properties occupied, used or held for use in Penny’s business or reflected in the latest audited balance sheet included in the Xxxxx SEC Documents (except for leases that have expired by their terms since the date thereof or been assigned, terminated or otherwise disposed of in the ordinary course of business consistent with past practice) (the “Leased Xxxxx Real PropertyProperties”), in each case free and clear of all Liens and Encumbrances other than Xxxxx Permitted Liens and Xxxxx Permitted Encumbrances. All aspects of the Xxxxx Real Property are in compliance in all material respects with any and all restrictions and other provisions included in the Xxxxx Permitted Encumbrances, and there are no matters which create, or which with notice or the passage of time would create, a default under any of the documents evidencing the Xxxxx Permitted Encumbrances, except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Xxxxx.
(iiii) Each of the lease, sublease leases and subleases pursuant to which Xxxxx or license for such property any of its Subsidiaries leases the leased Xxxxx Real Properties (the “Xxxxx Real Property Leases”) is valid, legally binding, enforceable binding and in full force and effecteffect without default thereunder by the lessee or, to Penny’s knowledge, the lessor (and none of the Company there are no outstanding defaults or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred circumstances which, with notice, lapse upon the giving of notice or passage of time or both, would constitute a default or breach by either party under any Xxxxx Real Property Lease), except in each case where the failure to comply or the default would not reasonably be expected to have a Material Adverse Effect on Xxxxx. True and complete copies of all Xxxxx Real Property Leases that are material to Xxxxx have been made available by Xxxxx to Navy prior to the date of this Agreement, including all amendments or modifications thereof and all side letters or other instruments affecting the obligations of any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and. There is no pending or, to the knowledge of the CompanyXxxxx, there are no facts threatened suit, action or conditions affecting proceeding with respect to any of the Improvements that, in the aggregate, leased property that is material to Penny’s business which would reasonably be expected to interfere in any material respect with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination quiet enjoyment of any lease of tenant. As used herein, the Leased Real Property (eachterm “lease” shall also include subleases, a the term “Real Property Lease”) prior to lessor” shall also include any sublessor, and the scheduled expiration of such Real Property Lease; term “lessee” shall also include any sublessee.
(iv) neither Except as would not reasonably be expected to have a Material Adverse Effect on Xxxxx, all buildings, structures, improvements and fixtures located on or within the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion Xxxxx Real Property, and all other aspects of the Leased Xxxxx Real Property or Property, (1) are in good operating condition and repair and are structurally sound and free of any of the Improvements located thereon currently violates any Applicable Laws defects; (2) are suitable, sufficient and appropriate in any material respect, including those laws relating to zoning, building, land use, health all respects for their current and safety, fire, air, sanitation and noise controlcontemplated uses; and (3) consist of sufficient land, parking areas, sidewalks, driveways and other improvements (and otherwise have adequate ingress and egress to public rights of way) to permit the continued use of such facilities in the manner and for the purposes to which they are presently devoted or to which they are contemplated to be devoted.
(v) As used herein, the term “Encumbrance” shall mean any mortgage, deed of trust, lease, license, condition, covenant, restriction, hypothecation, option to purchase or lease or otherwise acquire any interest, right of first refusal or offer, conditional sales or other title retention agreement, adverse claim of ownership or use, easement, encroachment, right of way or other title defect, third party right or encumbrance of any kind or nature. As used herein, the knowledge term “Xxxxx Permitted Encumbrances” means easements, rights-of-way, encroachments, restrictions, conditions and other similar encumbrances incurred or suffered in the ordinary course of business and which, individually or in the aggregate, do not materially and adversely impact the use of the Company, there are no condemnation applicable Xxxxx Real Property in the business as currently operated or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true otherwise materially and complete list of all Leased Real Propertyadversely impair Penny’s business operations at such location (as currently operated).
Appears in 2 contracts
Samples: Merger Agreement (Nabors Industries LTD), Merger Agreement (C&J Energy Services, Inc.)
Properties. The (a) Section 3.14(a) of the Company does not own Disclosure Letter sets forth, as of the date of this Agreement, (i) a list of all material real properties (by name and location) owned by the Company or any of its Subsidiaries (the “Owned Real Property”) and (ii) a list of the material leases, subleases or other occupancies to which the Company or any of its Subsidiaries is a party as tenant for real property. property (the “Real Property Leases”).
(b) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased each Owned Real Property”), (i) the leaseCompany or a Subsidiary of the Company has good and marketable title to such Owned Real Property, sublease free and clear of all Liens (other than Permitted Liens), (ii) there are no (A) unexpired options to purchase agreements, rights of first refusal or license first offer or any other rights to purchase or otherwise acquire such Owned Real Property or any portion thereof or a direct or indirect interest therein or (B) other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease such Owned Real Property, which, in each case, is in favor of any party other than the Company or any of its Subsidiaries, (iii) policies of title insurance have been issued insuring, as of the effective date of each such insurance policy, fee simple title interest held by the Company or any of its Subsidiaries and (iv) there are no existing, pending, or to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting such Owned Real Property.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company or a Subsidiary of the Company has valid leasehold title to each real property subject to a Real Property Lease, sufficient to allow each of the Company and its Subsidiaries to conduct their business as currently conducted, (ii) each Real Property Lease under which the Company or any of its Subsidiaries leases, subleases or otherwise occupies any real property is valid, legally binding, enforceable binding and in full force and effect, and none of subject to the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or licenseEnforceability Exceptions, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease or, to the Knowledge of the Leased Company, any other party to such Real Property (eachLease has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a “Real Property Lease”) prior to default under the scheduled expiration provisions of such Real Property Lease; .
(ivd) neither Except as would not reasonably be expected to have, individually or in the aggregate, a Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectMaterial Adverse Effect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 each of the Company Disclosure Letter contains a true and complete list its Subsidiaries, in respect of all Leased Real Propertyof its properties, assets and other rights that do not constitute real property or Intellectual Property (i) has valid title to all such properties, assets and other rights reflected in its books and records as owned by it free and clear of all Liens (other than Permitted Liens) and (ii) owns, has valid leasehold interests in or valid contractual rights to use all of such properties, assets and other rights (in each case except for Permitted Liens).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nexstar Media Group, Inc.), Agreement and Plan of Merger (Tribune Media Co)
Properties. (a) The Company does not own any real property. Except and its Subsidiaries have, free and clear of all mortgages, deeds of trust, liens, security interests, pledges, leases, conditional sale contracts, charges, privileges, easements, rights of way, reservations, options, rights of first refusal and other encumbrances (collectively, “Liens”) except for Permitted Liens, title to or valid leasehold interests in any such the inventory, equipment and other tangible and intangible property used or held for use in the conduct of their respective businesses, in each case as necessary to permit the Company and its Subsidiaries to conduct their respective businesses as currently conducted in all material respects.
(b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all leases to which it is a party or under which it is in occupancy and all leases to which the Company or any of its Subsidiaries is a party or under which it is in occupancy are in full force and effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession of the properties or assets purported to be leased under its leases, except where the failure to have such possession has not had and would is not reasonably be expected likely to havehave a Company Material Adverse Effect.
(c) Neither the Company nor any of its Subsidiaries has violated the terms of any easement, right-of-way, prescriptive right or way of necessity, whether or not of record (an “Easement”), except any such violations that, individually or in the aggregate, have not had and are not reasonably likely to have a Company Material Adverse Effect on the CompanyEffect. Except as would not reasonably be likely to have a Company Material Adverse Effect, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and all Easements in full force and effect, and none favor of the Company or any of its Subsidiaries is are valid and enforceable and grant the rights purported to be granted thereby and all rights necessary thereunder for the operation of the respective businesses of the Company and its Subsidiaries. There are no spatial gaps in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any the Easements in favor of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease that would reasonably be likely to have a Company Material Adverse Effect and all parts of the Leased Real Property (each, pipeline assets which constitute a “Real Property Lease”) prior portion of the assets of the Company or any of its Subsidiaries are located either on property which is owned in fee by the Company or one of its Subsidiaries or on property which is subject to an Easement in favor of the scheduled expiration Company or one of such Real Property Lease; (iv) neither its Subsidiaries. Neither the Company nor any of its Subsidiaries has received written any notice from any Governmental Authority person disputing or challenging its ownership of any fee interests or Easement, other than disputes or challenges that any portion of the Leased Real Property have not had or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating are not reasonably likely to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the have a Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Florida Public Utilities Co), Merger Agreement (Chesapeake Utilities Corp)
Properties. The Except to the extent not material to the Company, the Company does not own any real property. Except in any such case Subsidiaries and the Nonprofit Organizations taken as has not had a whole and would as could not reasonably be expected to haveprevent, individually materially impair or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent materially delay the consummation of the transactions contemplated by this Agreement; , in each case, individually or in the aggregate:
(iia) Section 4.16(a) of the Company Disclosure Schedule contains a true and complete list of all real property owned by the Company, the Company Subsidiaries and the Nonprofit Organizations (collectively, the “Real Property”) and for each parcel of Real Property, contains a correct street address, if available and if not available, a general description, of such Real Property. Copies of all title reports or policies, legal descriptions, deeds, land patents, grants, surveys, geotechnical and other engineering reports and studies, environmental reports, property tax bills and notices of assessment, Encumbrances and other current or historical documents describing or relating to the Real Property have previously been made available to Acquiror. Without limiting the foregoing, “Real Property” consists of approximately 54,500 to 57,000 acres of land that is currently owned by the Company, of which approximately 46,430 acres formerly constituted a portion of the real property owned by the community land grant corporation known as the “Town of Atrisco, New Mexico”, which was the successor to the Spanish community land grant commonly known as the “Atrisco Land Grant”.
(b) Except as set forth on Section 4.16 of the Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor the Nonprofit Organization lease, sublease, or license any real property from any Person. Section 4.16(b) of the Company Disclosure Schedule sets forth the addresses, if available, or if not available, a general description, of each parcel of the Real Property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) to or by any Person other than the Company, a Company Subsidiary or a Nonprofit Organization (collectively, including the improvements thereon, the “Leased Real Property”), and a true, correct and complete list of all agreements (including the date and the name of the parties to such agreements and a complete description of the terms of any unwritten leases) pertaining to the Leased Real Property (each a “Real Property Lease”). True and complete copies of each of the Real Property Leases that has not been terminated or expired as of the date hereof and any terminated or expired Real Property Leases under which the Company, a Company Subsidiary or a Nonprofit Organization may have any potential liability obligation have been made available to Acquiror.
(c) Except as set forth on Section 4.16 of the Company Disclosure Schedule, each of the Company, the Company Subsidiaries or the Nonprofit Organizations, as applicable, has good title to all Real Property, free and clear of all Encumbrances, except Permitted Encumbrances.
(d) Except for the Leased Real Property, none of the Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Real Property or any part thereof.
(e) Except as set forth on Section 4.16 of the Company Disclosure Schedule, each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, and there is no default under any Real Property Lease either by the Company, the Company Subsidiaries or the Nonprofit Organizations party thereto, as applicable, or, to the knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company, the Company Subsidiaries or the Nonprofit Organizations thereunder.
(f) Except as set forth on Section 4.16 of the Company Disclosure Schedule, there does not exist any pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Real Property, and neither the Company nor the Company Subsidiaries or Nonprofit Organizations have received any written notice of the intention of any Governmental Authority or other Person to take or use any Real Property.
(g) The improvements located in constructed on the Real Property (including the Leased Real Property (the “Improvements”Property) are (i) insured by commercial property insurance for replacement costs, subject to self retained limits, and by commercial general liability insurance to the extent and in a manner customary in the industry for commercial general liability coverage, subject to self retained limits; and (ii) in good repair operating condition and operating conditionrepair, subject only to ordinary wear and tear.
(h) The improvements constructed on the Real Property (including the Leased Real Property) are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and are adequate and suitable other services necessary for the purposes for which they are presently being used or held for useoperation of such improvements as currently operated, and, to the knowledge of the Company, there are is no facts or conditions affecting any of the Improvements that, in the aggregate, condition which would reasonably be expected to interfere result in the termination of the present access from any improvements to such utility services.
(i) Except for the two oil and gas leases identified in Section 4.11(xv) of the Company Disclosure Schedule, the Company is not currently engaged in, and has not granted any Person any permits, interest, license, lease or other rights with respect to, oil, natural gas or other mineral rights anywhere on the current use, occupancy or operation thereof; (iii) Real Property and neither the Company nor any of its Subsidiaries other Person is currently participating engaged in any discussions drilling or negotiations regarding termination of any lease other exploration activities with respect thereto.
(j) Except as disclosed in Section 4.16 of the Leased Real Property (eachCompany Disclosure Schedule, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor has no knowledge that there are any sites of its Subsidiaries has received written notice from any Governmental Authority that any portion of historical or archeological importance on the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and Property.
(vk) to the knowledge Each of the Company, there the Company Subsidiaries and the Nonprofit Organizations owns or leases all tangible assets necessary or sufficient for the conduct of its business as presently conducted, which tangible assets are no condemnation or eminent domain proceedings pending or threatened against any reflected in the Balance Sheet (other than those disposed of in the Leased Real PropertyOrdinary Course of Business consistent with past practices). The tangible assets are in good and serviceable condition and repair in all material respects (subject to normal wear and tear) and are generally suitable for the purposes for which they presently are used.
(l) Except as disclosed in Section 5.19 4.16 of the Company Disclosure Letter contains a true and complete list of all Leased Schedule, the Company has no knowledge that any improvement district or other similar entity with taxing or assessment powers is planned that would include the Real Property, and there are no assessment liens against the Real Property except as may be disclosed in the Title Report.
Appears in 2 contracts
Samples: Merger Agreement (Westland Development Co Inc), Merger Agreement (Westland Development Co Inc)
Properties. The Company does not own and each of its Subsidiaries has good and marketable title to all assets and properties, whether real or personal, tangible or intangible, that it purports to own, subject to no liens, mortgages, security interests, encumbrances or charges of any real property. Except in any such case kind except: (a) as has not had and would not reasonably be expected to have, individually or noted in the aggregate, a Material Adverse Effect most recent Company Financial Statements; (b) statutory liens for Taxes not yet delinquent or being contested in good faith by appropriate Proceedings and for which appropriate reserves have been established and reflected on the Company Financial Statements; (c) pledges or liens required to be granted in connection with the acceptance of government deposits, granted in connection with repurchase or reverse repurchase agreements or otherwise incurred in the Ordinary Course of Business; (d) the issued and outstanding shares of the common stock of Company Bank pledged to West Bank in connection with Company, with respect ’s outstanding debt obligation to the real property leased, subleased or licensed to the Company or its Subsidiaries West Bank (the “Leased Real PropertyWest Bank Note”); (e) collateral pledged to the FHLB in the Ordinary Course of Business; (f) easements, (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effectrights of way, and none other similar encumbrances that do not materially affect the use of the Company properties or any of its Subsidiaries is assets subject thereto or affected thereby or otherwise materially impair business operations at such properties; and (g) minor defects and irregularities in breach of or default under such lease, sublease or license, title and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of encumbrances that do not materially impair the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable use thereof for the purposes for which they are presently being used or held for (collectively, the “Permitted Exceptions”). Company and each of its Subsidiaries as lessee has the right under valid and existing leases to occupy, use, andpossess and control any and all of the respective property leased by it, and each such lease is valid and without default thereunder by the lessee or, to the knowledge Knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the lessor. All buildings and structures owned by Company nor any and each of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease lie wholly within the boundaries of the Leased Real Property (eachreal property owned or validly leased by it, a “Real Property Lease”) prior to and do not encroach upon the scheduled expiration of such Real Property Lease; (iv) neither property of, or otherwise conflict with the Company nor property rights of, any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyother Person.
Appears in 1 contract
Samples: Merger Agreement (QCR Holdings Inc)
Properties. (A) The Company does not own Company, directly or indirectly through one or more of its Subsidiaries, has good and marketable fee simple title to each of the properties described in the Registration Statement, the General Disclosure Package and the Prospectus as being one hundred percent (100%) owned by the Company, directly or indirectly (the “Properties”), and the improvements thereon (exclusive of any real property. Except improvements owned by tenants), in any such each case as has not had free and clear of all liens, encumbrances, claims, security interests and defects, other than those set forth in the Registration Statement, the General Disclosure Package and the Prospectus or those which would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on or materially and adversely affect the value of such Property or materially interfere with the use, or proposed use, of such Property; (B) none of the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries or, to the Company’s knowledge, any “Major Tenant” (as defined in Part I, Item 2 of the Company’s Annual Report on Form 10-K for the year ended December 31, 2015) of any Property is in breach of or default under such leasedefault, sublease or license, and no event has occurred whichor, with notice, lapse the giving of time notice or boththe passage of time, would constitute a breach be in default, of any of its material obligations under any lease or default by sublease relating to any of the Company Properties, except in all cases for any such defaults or its Subsidiaries events that would not, individually or permit terminationin the aggregate, modification reasonably be expected to have a Material Adverse Effect or acceleration by materially and adversely affect the value of such Property; (C) no tenant under any third party thereunder, or prevent the consummation lease of space at any of the transactions contemplated by this AgreementProperties has a right of first refusal to purchase the premises demised under such lease for a fixed or below market price; (iiD) to the knowledge Company’s knowledge, each of the CompanyProperties complies with all applicable codes, the improvements located in the Leased Real Property laws and regulations (the “Improvements”) are in good repair including, without limitation, building and operating conditionzoning codes, subject only laws and regulations and laws relating to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, access to the knowledge of the CompanyProperties), there are no facts or conditions affecting except for any of the Improvements noncompliance that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect or materially and adversely affect the value of such Property or materially interfere with the current use, occupancy or operation thereofproposed use, of such Property; (iiiE) neither there are no pending or, to the Company’s knowledge, threatened condemnation proceedings, zoning changes or other proceedings or actions that would reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect or materially and adversely affect the value of such Property or materially interfere with the use, or proposed use, of such Property; (F) there are no mortgages or deeds of trust encumbering all or any portion of any of the Properties; (G) with respect to each of the Properties, the Company nor any of or its Subsidiaries is currently participating Subsidiary, as applicable, has obtained customary title insurance on the fee interest therein; and (H) except as disclosed in any discussions or negotiations regarding termination of any lease of contemplated by the Leased Real Property (eachRegistration Statement, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) General Disclosure Package and the Prospectus, neither the Company nor any of its Subsidiaries has received written notice from sold any Governmental Authority that any portion of real property to a third party during the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and immediately preceding twelve (v12) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertycalendar months.
Appears in 1 contract
Samples: Underwriting Agreement (Franklin Street Properties Corp /Ma/)
Properties. The Each of the Company does not own any real property. Except in any such case and its Subsidiaries has good and marketable title to all the properties and assets reflected as has not had and would not reasonably be expected to have, individually or owned by it in the aggregate, a Material Adverse Effect on consolidated financial statements incorporated by reference in the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries Private Placement Memorandum (the “Leased Real PropertyProprietary Assets”), subject to no lien, mortgage, pledge, charge or encumbrance of any kind except (i) those, if any, reflected in such consolidated financial statements, or (ii) those which are not material in amount and do not materially adversely affect the lease, sublease or license for use made of such property is valid, legally binding, enforceable and in full force and effect, and none of by the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any Subsidiaries. Each of the Company or and its Subsidiaries or permit terminationholds its leased properties under valid and binding leases, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) subject to such exceptions as are not materially significant in relation to its business. To the knowledge of the Company, the improvements located Proprietary Assets of the Company and its Subsidiaries constitute all the Proprietary Assets necessary to enable the Company and its Subsidiaries to conduct their businesses in the Leased Real Property (the “Improvements”) are manner in good repair and operating condition, subject only to ordinary wear and tear, which such businesses have been and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, conducted. Except as set forth in the aggregatePrivate Placement Memorandum, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (ivx) neither the Company nor any of its Subsidiaries has received written notice from licensed any Governmental Authority that of its Proprietary Assets to any portion of the Leased Real Property individual, sole proprietorship, partnership, corporation, limited liability company, business trust, unincorporated association, joint stock corporation, trust, joint venture or other entity, any university or similar institution, or any government or any agency or instrumentality or political subdivision thereof (each a “Person”) on an exclusive, semi-exclusive or royalty-free basis, and (y) neither the Company nor any of the Improvements located thereon currently violates its Subsidiaries has entered into any Applicable Laws covenant not to compete or contract limiting such entity’s ability to exploit fully any of such entity’s material Proprietary Assets or to transact business in any material respectmarket or geographical area or with any Person. “Proprietary Assets” shall include, including those laws relating to zoningbut shall not be limited to, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge Intellectual Property of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. as defined in Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property4.10 below.
Appears in 1 contract
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or one of its Subsidiaries subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the SEC Reports as being owned by the Company or one of its subsidiaries or acquired after the date thereof that are material to the Company’s business on a consolidated basis (except properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice), free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except (A) statutory liens securing payments not yet due, (B) such imperfections or irregularities of title, claims, liens, charges, security interests, easements, covenants and other restrictions or encumbrances as do not materially affect the use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (C) mortgages, or deeds of trust, security interests or other encumbrances on title related to indebtedness reflected on the consolidated financial statements of the Company (the items set forth in clauses (A), (B) and (C) collectively being referred to herein as “Permitted Encumbrances”).
(b) Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) each lease or license pursuant to which the Company and its subsidiaries leases or licenses any real property (the “Leased Real PropertyLeases”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable valid and in full force and effect, and none of binding on the Company or any and each of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third subsidiaries party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, thereto and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, each other party thereto and is in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereoffull force and effect; (iiiii) neither there is no breach or default under any Lease by the Company nor or any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachsubsidiaries or, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, any other party thereto; (iii) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default under any Lease by the Company or any of its subsidiaries or, to the knowledge of the Company, any other party thereto; and (iv) the Company or one of its subsidiaries that is either the tenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in possession of the properties purported to be leased or licensed thereunder.
(c) Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the Company or one of its subsidiaries has good and marketable fee simple title to the real property reflected in the latest audited balance sheet included in the SEC Reports as being owned by the Company or one of its subsidiaries or acquired after the date thereof (except for properties sold or otherwise disposed of since the date thereof in the ordinary course of business consistent with past practice) (the “Owned Real Property”) and to all of the buildings, structures and other improvements thereon free and clear of all claims, liens, charges, security interests or encumbrances of any nature whatsoever, except for Permitted Encumbrances; (ii) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any party to purchase any Owned Real Property; and (iii) there is not pending or, to the knowledge of the Company, threatened any condemnation or eminent domain proceedings pending or threatened against related to any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Owned Real Property.
Appears in 1 contract
Properties. The (a) Each of the Company does and its Subsidiaries has good and marketable title to, or valid leasehold interests or other comparable contract right in, all its properties and other assets necessary for the conduct of its business as currently conducted, except as have been disposed of in the ordinary course of business and except for defects in title, easements, restrictive covenants and similar encumbrances that individually or in the aggregate have not own materially interfered with, and could not reasonably be expected to materially interfere with, its ability to conduct its business as presently conducted. All such properties and other assets, other than properties and other assets in which the Company or any real property. Except of its Subsidiaries has a leasehold interest or other comparable contract right, are free and clear of all Liens, except for Permitted Liens.
(b) Each of the Company and its Subsidiaries has complied in all material respects with the terms of all material leases to which it is a party and under which it is in occupancy, and all leases to which the Company or any of its Subsidiaries is a party and under which it is in occupancy are in full force and effect, except for such case as failure to be in full force and effect that has not had had, and would could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none Effect. Each of the Company or any of and its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any possession of the properties or assets purported to be leased under all its material leases.
(c) All items of operating equipment owned or leased by the Company or and its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation are in a state of the transactions contemplated by this Agreement; (ii) repair so as to the knowledge of the Company, the improvements located be adequate for operations in the Leased Real Property (the “Improvements”) are areas in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used operated, except as have not had, and could not reasonably be expected to have, individually or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; have a Material Adverse Effect.
(iiid) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”Section 3.16(d) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains sets forth a true and complete list of all Leased Real Propertyreal property, facilities, office space and similar property owned, leased, subleased or licensed by or from the Company and its Subsidiaries having a value, individually, in excess of $100,000, together with the physical address of and primary use for each such property.
Appears in 1 contract
Properties. The Company does not own (a) Xxxxxx or any real propertyother Xxxxxx Subsidiary, as the case may be, holds good, valid and marketable title to the Xxxxxx Owned Real Property free and clear of Liens other than Permitted Liens. Section 5.17(a) of the Xxxxxx Disclosure Letter sets forth a true, complete and correct list of all Xxxxxx Owned Real Property as of the date hereof.
(b) Except in any such case as has not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Xxxxxx Material Adverse Effect on Effect, Xxxxxx and the Company, with respect to the Xxxxxx Subsidiaries have (i) valid and enforceable leasehold interests in all real property leasedin which Xxxxxx or such Xxxxxx Subsidiaries hold an interest pursuant to a lease, subleased sublease, license or licensed to the Company or its Subsidiaries other similar written agreement (the “Xxxxxx Leased Real Property”, and such leases, subleases, licenses or other similar written agreements, the “Xxxxxx Real Property Leases”), and (ii) good title, or valid and enforceable rights to use under existing franchises, easements or licenses, or valid and enforceable leasehold interests in, all of its tangible personal properties and assets necessary to carry on their businesses as now being conducted, in each of clauses (i) – (ii), free and clear of Liens other than Permitted Liens. Section 5.17(b) of the Xxxxxx Disclosure Letter sets forth a true, complete and correct list of all Xxxxxx Leased Real Property as of the date hereof.
(c) Except as, individually or in the aggregate, would not reasonably be expected to have a Xxxxxx Material Adverse Effect, (i) the lease, sublease or license for such property each Xxxxxx Real Property Lease is valid, legally binding, enforceable valid and in full force and effect, effect and (ii) none of the Company Xxxxxx or any of its Subsidiaries is in breach the Xxxxxx Subsidiaries, nor, to the Knowledge of Xxxxxx, any other party to a Xxxxxx Real Property Lease, has violated any provision of, or default under such lease, sublease taken or license, and no event has occurred failed to take any act which, with or without notice, lapse of time time, or both, would constitute a breach default under the provisions of such Xxxxxx Real Property Lease, and none of Xxxxxx or default by any of the Company Xxxxxx Subsidiaries has received notice that it has breached, violated or its Subsidiaries or permit termination, modification or acceleration by defaulted under any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; Xxxxxx Real Property Lease.
(iid) to the knowledge of the Company, the improvements located in the The Xxxxxx Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable constitutes all real property necessary for the purposes for which they are presently being used or held for use, and, to the knowledge conduct of the Companybusiness of Xxxxxx and the Xxxxxx Subsidiaries, there are no facts taken as a whole, as currently conducted. Except as, individually or conditions affecting any of the Improvements that, in the aggregate, would not reasonably be expected to interfere with have a Xxxxxx Material Adverse Effect, neither Xxxxxx nor any other Xxxxxx Subsidiary has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and to Xxxxxx’x Knowledge there are no such Actions threatened, affecting any portion of the current Xxxxxx Leased Real Property and neither Xxxxxx nor any other Xxxxxx Subsidiary has received written notice of the existence of any Order or of any pending Action relating to the ownership, lease, use, occupancy or operation thereof; (iii) neither the Company nor by any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease Person of the Xxxxxx Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company Property. Neither Xxxxxx nor any of its Subsidiaries has received written notice from leased, subleased, licensed or otherwise granted any Governmental Authority that Person a material right to use or occupy any portion of the Xxxxxx Leased Real Property or any material portion thereof. Neither Xxxxxx nor any of the Improvements located thereon currently violates its Subsidiaries has granted any Applicable Laws in option or other right to any material respect, including those laws relating third party to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against purchase any of the material Xxxxxx Leased Real PropertyProperty or any material portion thereof. Section 5.19 of Except as, individually or in the Company Disclosure Letter contains aggregate, would not reasonably be expected to have a true and complete list of all Xxxxxx Material Adverse Effect, each Xxxxxx Leased Real PropertyProperty and all buildings and improvements located on the Xxxxxx Leased Real Property are in a state of good operating condition, subject to reasonable wear and tear, and all mechanical and utility systems servicing such improvements are in good condition.
Appears in 1 contract
Samples: Merger Agreement (Almost Family Inc)
Properties. The (a) Company does not own any real property. Except in any such case as has not had and would not reasonably be expected its Subsidiaries have good and defensible title to have, individually or all of the Oil and Gas Interests reflected in the aggregateCompany Reserve Reports as attributable to interests owned by Company and its Subsidiaries, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license except for such property is validOil and Gas Interests sold, legally bindingused, enforceable farmed out or otherwise disposed of since December 31, 2013 in the ordinary course of business, in each case free and in full force clear of all Liens other than Permitted Liens and effect, Production Burdens. Each Oil and none of the Gas Lease to which Company or any of its Subsidiaries is a party is valid and in breach full force and effect. None of Company or default under such leaseany of its Subsidiaries has violated any provision of, sublease or license, and no event has occurred taken or failed to take any act which, with or without notice, lapse of time time, or both, would constitute a breach or default by any under the provisions of the such Oil and Gas Lease. None of Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from the other party to any Governmental Authority such Oil and Gas Lease that Company or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Oil and Gas Lease.
(b) Either Company or a Subsidiary of Company has good and valid title to each material real property (and each real property at which material operations of Company or any of its Subsidiaries are conducted) owned by Company or any Subsidiary (but excluding the Oil and Gas Interests of Company), other than the Real Property Leases (such owned property collectively, the "Company Owned Real Property"). Either Company or a Subsidiary of Company has a good and valid leasehold interest in each material lease, sublease and other agreement under which Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (or real property at which material operations of Company or any of its Subsidiaries are conducted) (but excluding the Oil and Gas Interests of Company) (such property subject to a lease, sublease or other agreement, the "Company Leased Real Property" and such leases, subleases and other agreements are, collectively, the "Company Real Property Leases"), in each case, free and clear of all Liens other than any Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Each Company Real Property Lease is valid, binding and in full force and effect. No uncured default of a material nature on the part of Company or, if applicable, its Subsidiary or, to the knowledge of Company, the landlord thereunder, exists under any Company Real Property Lease, and no event has occurred or circumstance exists which, with or without the giving of notice, the passage of time, or both, would constitute a material breach or default under a Company Real Property Lease.
(c) There are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property or the Company Leased Real Property that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or the Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon. Except for such arrangements solely among Company and its Subsidiaries or among Company’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Company Owned Real Property or any of portion thereof or interest therein that would reasonably be expected to adversely affect the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 existing use of the Company Disclosure Letter contains Owned Real Property by Company in the operation of its business thereon. Neither Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise granting any person the right to use or occupy a true and complete list material portion of all a Company Owned Real Property or Company Leased Real PropertyProperty that would reasonably be expected to adversely affect the existing use of such Company Owned Real Property or Company Leased Real Property by Company or its Subsidiaries in the operation of its business thereon.
(d) All proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of Company and its Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Xxxxx.
(e) All of the Xxxxx and all water, CO2 or injection xxxxx located on the Oil and Gas Leases or Units of Company and its Subsidiaries or otherwise associated with an Oil and Gas Interest of Company or its Subsidiaries have been drilled, completed and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, and all drilling and completion (and plugging and abandonment) of the Xxxxx and such other xxxxx and all related development, production and other operations have been conducted in compliance with all applicable Laws.
(f) All Oil and Gas Interests operated by Company and its Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law.
(g) None of the material Oil and Gas Interests of Company or its Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions.
(h) None of the Oil and Gas Interests of Company or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.
Appears in 1 contract
Samples: Merger Agreement (Stratex Oil & Gas Holdings, Inc.)
Properties. (a) Except with respect to Permitted Liens, each of the Company and its Subsidiaries have good and sufficient, valid and marketable title to its owned real property free and clear of all Liens that, individually or in the aggregate, would have or would reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Item 4.20(a) of the Company Disclosure Schedule, there are no outstanding contracts for the purchase or sale of any material real property of the Company or any of its Subsidiaries.
(b) The Company does and its Subsidiaries hold good and valid leasehold title to leased real property they occupy, free of all Liens except for Permitted Liens. Other than such exceptions which as would not own any real property. Except in any such case as has not had have and would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect on the CompanyEffect, with respect to the all real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none leases of the Company or any of its Subsidiaries is are in breach full force and effect and grant in all respects the leasehold estates or rights of occupancy or default under such lease, sublease or license, and use they purport to grant. There are no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any existing defaults (either on the part of the Company or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, andor, to the knowledge of the Company, there are any other party thereto) under any such real property lease and no facts event has occurred and is presently existing which, with notice or conditions affecting any the lapse of time, or both, would constitute a default (either on the part of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy Company or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachor, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any other party thereto) under any of such real property leases, except for any of the Leased Real Propertyforegoing which, individually or in the aggregate, would not have and would not reasonably be expected to have a Company Material Adverse Effect. Section 5.19 Except as set forth in Item 4.20(b) of the Company Disclosure Letter contains Schedule, the consummation of the Merger will not result in the occurrence of a true default under any material real property leases of the Company or any of its Subsidiaries (whether pursuant to a “change in control” provision in the real property leases or otherwise).
(c) The Company and complete list each of its Subsidiaries owns or has the lawful right to use all Leased Real Propertyassets, properties, operating rights, easements, contracts, leases, and other instruments necessary to operate their respective businesses as presently conducted in all material respects.
Appears in 1 contract
Properties. The (a) Either Absorbing Company does or an Absorbing Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the Absorbing Company Properties, in each case, free and clear of Liens, except for Absorbing Company Permitted Liens and as, individually or in the aggregate, has not own had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect.
(b) Neither Absorbing Company nor any real propertyof the Absorbing Company Subsidiaries has received since January 1, 2015 (i) written notice that any certificate, permit or license from any Governmental Authority having jurisdiction over any of the Absorbing Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Absorbing Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Absorbing Company Properties is not in full force and effect as of the date of this Agreement (or of any pending written threat of modification or cancellation of any of same), except for such failures to be in full force and effect that, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Absorbing Company Properties which, individually or in the aggregate, has not had, and would reasonably be expected to have, an Absorbing Company Material Adverse Effect.
(c) Except for any of the foregoing as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect, no condemnation, eminent domain or similar proceeding is pending with respect to any owned Absorbing Company Property, and neither Absorbing Company nor any Absorbing Company Subsidiary has received since January 1, 2015 any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of the Absorbing Company Properties or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Absorbing Company Property.
(d) Absorbing Company and the Absorbing Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, an Absorbing Company Material Adverse Effect. Except None of Absorbing Company’s or any of the Absorbing Company Subsidiaries’ ownership of or leasehold interest in any such case as has personal property is subject to any Liens, except for Absorbing Company Permitted Liens and Liens that have not had had, and would not reasonably be expected to have, individually or in the aggregate, a an Absorbing Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Effect.
(e) Neither Absorbing Company or its Subsidiaries (the “Leased Real Property”), nor any Absorbing Company Subsidiary (i) the leasehas received since January 1, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none 2015 written notice of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunderstructural defects, or prevent the consummation violation of the transactions contemplated by this Agreement; (ii) Law, relating to the knowledge of the Companyany Absorbing Company Property that has had, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with have, individually or in the current useaggregate, occupancy or operation thereof; an Absorbing Company Material Adverse Effect, and (iiiii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination has received since January 1, 2015 written notice of any lease physical damage to any Absorbing Company Property that has had, or would reasonably be expected to have, individually or in the aggregate, an Absorbing Company Material Adverse Effect for which there is not insurance in effect covering the cost of the Leased Real Property (eachrestoration and the loss of revenue, a “Real Property Lease”) prior subject to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health reasonable deductibles and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyretention limits.
Appears in 1 contract
Properties. The (i) Except for minor defects that do not materially affect their value and utilization, (A) the Company does not own any real property. Except in any such case as and each of its Subsidiaries has not had good and would not reasonably be expected to havemarketable title to, individually or in the aggregatecase of leased property and leased tangible assets, a Material Adverse Effect on the Companyvalid leasehold interests in, with respect to the all of its material real property leasedproperties and material tangible assets and (B) all such assets and real properties, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable other than assets and real properties in full force and effect, and none of which the Company or any of its Subsidiaries is has leasehold interests, are free and clear of all Liens, except for Permitted Liens.
(ii) Section 3.01(v)(ii) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in breach real property, if any, owned by the Company or any of its Subsidiaries as of the date of this Agreement (each, an “Owned Real Property”). Section 3.01(v)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased or default under such leaseotherwise occupied by the Company or any of its Subsidiaries as of the date of this Agreement in respect of which the Company or any of its Subsidiaries has annual rental obligations of fifty thousand dollars (US$50,000) or more (each, sublease a “Leased Real Property”). All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are legal, valid and binding agreement of the Company or licenseits Subsidiary, as the case may be, and of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and against the other party or parties thereto, in each case, in accordance with its terms except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. The Company and each of its Subsidiaries has performed all material obligations required to be performed by it to date under each Lease Agreement, and there are no event has occurred outstanding defaults by the Company or, to the Knowledge of the Company, circumstances which, with notice, lapse upon the giving of notice or passage of time or both, would constitute a material default or breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by party under any third party thereunder, or prevent the consummation of the transactions contemplated by this Lease Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; .
(iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the With respect to each Leased Real Property (eachProperty, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health Owned Real Property and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Jagged Peak, Inc.)
Properties. The Company does not own (a) There is no Owned Real Property, nor are there any Contracts to acquire any real property. Except in any such case as has not had .
(b) Section 3.19(b) of the Company Disclosure Letter sets forth a true, complete and would not reasonably be expected to havecorrect list of (i) all leasehold or subleasehold estates or other license or occupancy agreements (whether written or oral), individually and all amendments or in modifications thereto (collectively, the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to “Real Property Leases”) held by the Company or its Subsidiaries any Company Subsidiary as of the Agreement Date (collectively, the “Leased Real Property”), and (iii) the leaseidentity of the lessor, sublease lessee, sublessor, sublessee, licensor, licensee and current occupant (if different from lessee, sublessee or license for licensee, as applicable) of each such property parcel of Leased Real Property. Each Real Property Lease is valid, legally binding, enforceable and in full force and effect, and none of the Company or any a Company Subsidiary holds a valid and existing leasehold interest in all of the Leased Real Property, enforceable in accordance with its Subsidiaries is terms and free and clear of all Liens (except for Permitted Liens). All parties to each Real Property Lease are in breach material compliance with the terms thereof and there are no defaults thereunder or events, which with the passage of time or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; default.
(iic) With respect to the knowledge of the Company, the improvements located in the each Leased Real Property Property: (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iiii) neither the Company nor any of its the Company Subsidiaries is currently participating in any discussions or negotiations regarding termination has received written notice of any lease of the Leased Real Property (eachpending or threatened eminent domain, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Leasecondemnation, or similar taking proceedings; (ivii) neither the Company nor any of its the Company Subsidiaries has received any written notice from that would reasonably be likely to cause either the Company or any Governmental Authority of the Company Subsidiaries to materially curtail its operations at such property, or that any portion would reasonably be expected to materially impair such operations; (iii) to the Knowledge of the Company, each of the Leased Real Property is in compliance with all applicable Laws, except as would not reasonably be expected to, individually or any of in the Improvements located thereon currently violates any Applicable Laws in any material respectaggregate, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise controlhave a Company Material Adverse Effect; and (viv) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the all utilities presently serving each Leased Real Property. Section 5.19 Property are presently adequate to service the existing normal operations of the Company Disclosure Letter contains and the Company Subsidiaries.
(d) Except as would not reasonably be expected to, individually or in the aggregate, have a true Company Material Adverse Effect, each of the Company and complete list the Company Subsidiaries has good and valid title to, or a valid leasehold interest in, as applicable, all personal property used in their respective businesses free and clear of all Leased Real Propertyany Liens, except for Permitted Liens. Such personal property is in good operating condition and repair, ordinary wear and tear and deferred maintenance excepted, and is sufficient for the uses in which such property is presently employed.
Appears in 1 contract
Samples: Merger Agreement (RetailMeNot, Inc.)
Properties. The Company does not own any real property. (a) Except in any such case as is not, individually or in the aggregate, reasonably likely to have a Material Adverse Effect, with respect to the real, personal and mixed property owned by the Company or the Subsidiaries, the Company or one of the Subsidiaries has valid title to such real property, free and clear of any liens, and there are no outstanding options to purchase real property.
(b) The Company has made available to the Investor copies of all material leases, subleases and other agreements under which the Company or any of the Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real, personal or mixed property (the “Leases”) (including all modifications, amendments, supplements, waivers and side letters thereto). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”)Effect, (i) the lease, sublease or license for such property each Lease is valid, legally binding, enforceable binding and in full force and effect, ; and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, no termination event or condition or uncured default of a material nature on the improvements located part of the Company or, if applicable, any of the Subsidiaries exists under any Lease. The Company and each of the Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Liens, except for Liens which do not interfere with the Leased Real Property (use or materially affect the “Improvements”) are in good repair and operating condition, value of the property subject only to ordinary wear and tearthe Lease. Neither the Company nor any of the Subsidiaries has received written notice of any pending, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the CompanyCompany there is no threatened, there are no facts condemnation or conditions affecting similar proceeding with respect to any property leased pursuant to any of the Improvements thatreal property leases.
(c) The Company and the Subsidiaries have good and valid title to their material owned assets and properties, or in the case of assets and properties they lease, license, or have other rights in, good and valid rights by lease, license or other agreement to use, all material assets and properties (in each case, tangible and intangible) necessary to permit the Company and the Subsidiaries to conduct their respective businesses as currently conducted, except, in all cases, as would not be reasonably expected to have, individually or in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Jacksonville Bancorp Inc /Fl/)
Properties. (a) Except for the Leased Real Property and the Owned Real Property, and except as set forth in Section 3.13(a) of the Company Disclosure Letter, there are no real properties that the Company or any of its Subsidiaries is obligated to buy, lease or sublease at some future date.
(b) The Company does not own any real propertyor one of its Subsidiaries has (i) good fee simple title to all Owned Real Property and (ii) valid leasehold estates in all Leased Real Property, in each case, free and clear of all Encumbrances, except Permitted Encumbrances. Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Effect, the Company or one of its Subsidiaries has exclusive possession of each Owned Real Property and Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to Contracts with respect to such real property entered into in the ordinary course of business.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, (i) each lease for each Leased Real Property is in full force and effect and is the valid, binding and enforceable obligation of the Company and its Subsidiaries, and to the Knowledge of the Company, with respect of the other parties thereto, subject to the real property leasedGeneral Enforceability Exceptions, subleased and (ii) there is no breach or licensed to violation of, or default under any lease for any Leased Real Property either by the Company or its Subsidiaries or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time, the giving of notice or both, would constitute a breach, violation, or default by the Company or its Subsidiaries thereunder.
(d) Except as would not reasonably be expected to have, individually or in the “aggregate, a Material Adverse Effect, there are no existing, pending or, to the CLI-202375011v3 Knowledge of the Company, threatened in writing condemnation, eminent domain proceedings or similar actions that affect any Owned Real Property or Leased Real Property”).
(e) Except for discrepancies, errors or omissions that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the rent roll for each of the Owned Real Properties and Leased Real Properties, as previously provided to Parent, correctly references (i) each lease or sublease that was in effect as of the lease, sublease or license for such property is valid, legally binding, enforceable dates shown therein and in full force and effect, and none of to which the Company or any of its Subsidiaries is a party as lessor or sublessor, (ii) the “Billed Rent” (as defined therein), and (iii) the “Lease To Date” (as defined therein), each of (i)-(iii) of this Subsection with respect to each of the applicable Owned Real Properties or Leased Real Properties.
(f) As of the Signing Date, except as set forth in breach Section 3.13(f) of the Company Disclosure Letter, no purchase option, right of first refusal or default under such lease, sublease first offer or licenseother purchase right has been exercised, and no event letter of intent to purchase has occurred whichbeen signed, with notice, lapse by the Company or any of time or both, would constitute a breach or default by its Subsidiaries for any Leased Real Property for which the purchase has not closed prior to the Signing Date.
(g) Except as set forth in Section 3.13(g) of the Company Disclosure Letter and for any Permitted Encumbrances, neither the Company nor any Subsidiary has granted any unexpired option agreements, rights of first refusal or its Subsidiaries first offer or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) other purchase rights with respect to the knowledge purchase of the Companyany Owned Real Property or entered into any contract for sale or letter of intent to sell any Owned Real Property.
(h) The Company and each of its Subsidiaries, the improvements located as applicable, is in the possession of title insurance policies or valid marked up title commitments evidencing, in each case, valid and in force title insurance with respect to each Owned Real Property and Leased Real Property (each a “Company Title Insurance Policy” and, collectively, the “ImprovementsCompany Title Insurance Policies”). No written claim has been made against any Company Title Insurance Policy which remains pending.
(i) are Except as set forth in Section 3.13(i) of the Company Disclosure Letter, neither the Company nor any Subsidiary nor any agent of either the Company or any Subsidiary is currently performing any renovation or construction project which such project has aggregate projected costs in excess of $500,000 at any Owned Real Property or Leased Real Property.
(j) Section 3.13(j) of the Company Disclosure Letter lists the parties currently providing third-party property management services to the Company or any Subsidiary and the number, names and addresses of facilities currently managed by each such party.
(k) The Company and each of its Subsidiaries has good repair and operating conditionvalid legal title to, subject only or a valid and enforceable leasehold interest in, or other right to ordinary wear and tearuse, and are adequate and suitable for the purposes for which they are presently being all personal property owned, used or held for use, and, to the knowledge use by them as of the CompanySigning Date (other than property owned by third-party tenants and used or held in connection with the applicable tenancy and other than property owned by any third-party managers), there are no facts except as, CLI-202375011v3 individually or conditions affecting any of the Improvements that, in the aggregate, would not reasonably be expected to interfere with have a Material Adverse Effect. None of the current use, occupancy or operation thereof; (iii) neither the Company Company’s nor any of its Subsidiaries is currently participating Subsidiaries’ ownership of or leasehold interest in any discussions or negotiations regarding termination of such personal property is subject to any lease of the Leased Real Property (eachEncumbrances, except for Permitted Encumbrances and Encumbrances that would not reasonably be expected to have a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 1 contract
Properties. The (a) Either Company does or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) to each of the Company Properties, in each case, free and clear of Liens, except for Company Permitted Liens, except as, individually or in the aggregate, has not own had, and would not reasonably be expected to have, a Company Material Adverse Effect.
(b) Neither Company nor any real propertyof the Company Subsidiaries has received since January 1, 2015 (i) written notice that any certificate, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right of an unlimited duration that is necessary to permit the lawful use and operation of the buildings and improvements on any of the Company Properties or that is necessary to permit the lawful use and operation of all utilities, parking areas, retention ponds, driveways, roads and other means of egress and ingress to and from any of the Company Properties is not in full force and effect as of the date of this Agreement (or of any pending written threat of modification or cancellation of any of same), except for such failures to be in full force and effect that, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, or (ii) written notice of any uncured violation of any Laws affecting any of the Company Properties which, individually or in the aggregate, has not had, and would reasonably be expected to have, a Company Material Adverse Effect.
(c) Except for any of the foregoing as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, no condemnation, eminent domain or similar proceeding is pending with respect to any owned Company Property, and neither Company nor any Company Subsidiary has received since January 1, 2015 any written notice to the effect that (i) any condemnation or rezoning proceedings are threatened with respect to any of Company Properties or (ii) any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in violation) for any Company Property.
(d) Company and the Company Subsidiaries have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by tenants and used or held in connection with the applicable tenancy), except as, individually or in the aggregate, has not had, and would not reasonably be expected to have, a Company Material Adverse Effect. Except None of Company’s or any of the Company Subsidiaries’ ownership of or leasehold interest in any such case as has personal property is subject to any Liens, except for Company Permitted Liens and Liens that have not had had, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Effect.
(e) Neither Company or its Subsidiaries (the “Leased Real Property”), nor any Company Subsidiary (i) the leasehas received since January 1, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none 2015 written notice of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunderstructural defects, or prevent the consummation violation of the transactions contemplated by this Agreement; (ii) Law, relating to the knowledge of the Companyany Company Property that have had, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with have, individually or in the current useaggregate, occupancy or operation thereof; Company Material Adverse Effect, and (iiiii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination has received since January 1, 2015 written notice of any lease physical damage to any Company Property that have had, or would reasonably be expected to have, individually or in the aggregate, Company Material Adverse Effect for which there is not insurance in effect covering the cost of the Leased Real Property (eachrestoration and the loss of revenue, a “Real Property Lease”) prior subject to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health reasonable deductibles and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyretention limits.
Appears in 1 contract
Properties. (a) The Company does and its Controlled Entities have good, valid and, in the case of its Owned Property (as defined below), marketable fee title to its real property and interests in real property indicated as being owned by the Company and its Controlled Entities in the financial statements included in the Company Reports, except for properties sold or otherwise disposed of in the ordinary course of business (the "Owned Properties", free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way and other similar restrictions and encumbrances ("Encumbrances"), except where the failure to have such marketable fee title would not own any real property. Except interfere in any material respect with the conduct of the business of the Company and the Controlled Entities as currently conducted. The leases relating to the Company's leased real property ("Company Leases") are in full force and effect, free and clear of all Encumbrances except where the failure to have such case as has not had and marketable fee title would not reasonably interfere with the conduct of business of the Company as currently conducted, and, to the best knowledge of the Company, are not in default.
(b) No consent or approval is required to be expected obtained under any agreement by which the Company or any of its Subsidiaries has obtained a leasehold interest in any leased property by or with respect to havethe Company or any Subsidiary of the Company, and no right of termination shall arise under any Company Lease nor does any landlord have the right to increase the rent payable under any Company Lease, in each case in connection with the execution and delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except to the extent that the foregoing individually or in the aggregate would not have a Material Adverse Effect on the Company.
(c) Neither the Company nor any of its Controlled Entities is obligated under or bound by any option, right of first refusal, purchase contract, or other contractual right to sell or dispose of any Owned Property or any portions thereof or interests therein which property, portions and interests, individually or in the aggregate, a Material Adverse Effect on are material to the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries .
(the “Leased Real Property”), (id) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither Neither the Company nor any of its Subsidiaries is currently participating in Controlled Entities or any discussions or negotiations regarding termination affiliates of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws foregoing has an ownership, financial or other interest in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against landlord under any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains Leases which exceeds a true and complete list of all Leased Real Property50% ownership, financial or other interest in such landlord.
Appears in 1 contract
Properties. The Except as otherwise disclosed in the Prospectus: (i) the Company does not own and its subsidiaries have good and insurable or good, valid and insurable title (either in fee simple or pursuant to a valid leasehold interest) to all properties and assets described in the Prospectus as being owned or leased, as the case may be, by them and to all properties reflected in the Company’s most recent consolidated financial statements included in the Prospectus, and neither the Company nor any real property. Except in of its subsidiaries has received notice of any claim that has been or may be asserted by anyone adverse to the rights of the Company or any subsidiary with respect to any such case as has not had properties or assets (or any such lease) or affecting or questioning the rights of the Company or any such subsidiary to the continued ownership, lease, possession or occupancy of such property or assets; (ii) there are no Liens, claims or restrictions on or affecting the properties and assets of the Company or any of its subsidiaries which would not reasonably be expected to haveexpected, individually or in the aggregate, to have a Material Adverse Effect on Effect; (iii) no person or entity, including, without limitation, any tenant under any of the Company, with respect leases pursuant to the real property leased, subleased or licensed to which the Company or any of its Subsidiaries subsidiaries leases (as lessor) any of its properties (whether directly or indirectly through other partnerships, limited liability companies, business trusts, joint ventures or otherwise) has an option or right of first refusal or any other right to purchase any of such properties; (iv) to the “Leased Real Property”)Company’s knowledge, (i) each of the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none properties of the Company or any of its Subsidiaries is subsidiaries has access to public rights of way, either directly or through insured easements, except where the failure to have such access would not, individually or in breach the aggregate, reasonably be expected to have a Material Adverse Effect; (v) to the Company’s knowledge, each of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any the properties of the Company or any of its Subsidiaries subsidiaries is served by all public utilities necessary for the current operations on such property in sufficient quantities for such operations, except where the failure to have such public utilities would not, individually or permit terminationin the aggregate, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreementreasonably be expected to have a Material Adverse Effect; (iivi) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge each of the Company, there are no facts properties of the Company or conditions affecting any of the Improvements thatits subsidiaries complies with all applicable codes and zoning and subdivision laws and regulations, except for such failures to comply which would not, individually or in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereofhave a Material Adverse Effect; (iiivii) all of the leases under which the Company or any of its subsidiaries holds or uses any real property or improvements or any equipment relating to such real property or improvements are in full force and effect, except where the failure to be in full force and effect would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, and neither the Company nor any of its Subsidiaries subsidiaries is currently participating in default in the payment of any amounts due under any such leases or in any discussions other default thereunder and the Company knows of no event which, with the passage of time or negotiations regarding termination the giving of notice or both, could constitute a default under any lease of such lease, except such defaults that would not, individually or in the Leased Real Property (eachaggregate, reasonably be expected to have a “Real Property Lease”) prior to the scheduled expiration of such Real Property LeaseMaterial Adverse Effect; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (vviii) to the knowledge of the Company, there are is no condemnation or eminent domain proceedings pending or threatened against condemnation, zoning change, or other proceeding or action that could in any manner affect the size of, use of, improvements on, construction on or access to the properties of the Company or any of its subsidiaries, except such proceedings or actions that, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; and (ix) neither the Company nor any of its subsidiaries nor, to the knowledge of the Company, any lessee of any of the Leased Real Property. Section 5.19 real property or improvements of the Company Disclosure Letter contains or any of its subsidiaries is in default in the payment of any amounts due or in any other default under any of the leases pursuant to which the Company or any of its subsidiaries leases (as lessor) any of its real property or improvements (whether directly or indirectly through partnerships, limited liability companies, joint ventures or otherwise), and the Company knows of no event which, with the passage of time or the giving of notice or both, would constitute such a true and complete list default under any of all Leased Real Propertysuch leases, except such defaults as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Selected Dealer Agreement (KBS Real Estate Investment Trust, Inc.)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to havenot, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect, with respect to the real property leased, subleased or licensed to the Company or one of its Subsidiaries subsidiaries has good title to all the properties and assets reflected in the latest audited balance sheet included in the SEC Reports as being owned by the Company or one of its subsidiaries or acquired after the date thereof that are material to the Company's business on a consolidated basis (except properties sold or otherwise disposed of since the “Leased Real Property”date thereof in the ordinary course of business consistent with past practice), free and clear of all Liens other than Permitted Liens.
(b) Except as would not, individually or in the aggregate, have a Material Adverse Effect: (i) the each lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of pursuant to which the Company and its subsidiaries leases, subleases or licenses any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property real property (the “ImprovementsLeases”) are in good repair is a valid and operating condition, subject only to ordinary wear binding obligation on the Company and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, each of its subsidiaries party thereto and, to the knowledge of the Company, each other party thereto and is in full force and effect and enforceable in accordance with its terms; (ii) there are is no facts breach or conditions affecting default under any Lease by the Company or any of its subsidiaries or, to the Improvements thatknowledge of the Company, any other party thereto; (iii) no event has occurred that with or without the lapse of time or the giving of notice or both would constitute a breach or default under any Lease by the Company or any of its subsidiaries or, to the knowledge of the Company, any other party thereto; and (iv) the Company or one of its subsidiaries that is either the tenant, subtenant or licensee named under the Lease has a good and valid leasehold interest in each parcel of real property which is subject to a Lease and is in possession of the properties purported to be leased, subleased or licensed thereunder.
(c) Except as would not, individually or in the aggregate, would reasonably be expected have a Material Adverse Effect: (i) the Company or one of its Subsidiaries has good and marketable fee simple title to interfere with all real property owned by the current useCompany or any of its subsidiaries (the “Owned Real Property”) and to all of the buildings, occupancy or operation thereofstructures and other improvements thereon free and clear of all Liens other than Permitted Liens; (iiiii) neither the Company nor any of its Subsidiaries subsidiaries has leased, subleased, licensed or otherwise granted any person the right to use or occupy the Owned Real Property which lease, license or grant is currently participating in effect or collaterally assigned or granted any discussions other security interest in the Owned Real Property which assignment or negotiations regarding termination security interest is currently in effect; (iii) there are no outstanding agreements, options, rights of first offer or rights of first refusal on the part of any lease of the Leased party to purchase any Owned Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property LeaseProperty; and (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectthere is not pending or, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no threatened any condemnation or eminent domain proceedings pending or threatened against related to any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Owned Real Property.
Appears in 1 contract
Samples: Merger Agreement (Wrigley Wm Jr Co)
Properties. (a) The Transferred Companies own good and marketable title to, or hold a valid leasehold interest in, all of the material personal property and equipment used by them in the conduct of their business, free and clear of all Encumbrances, except for Permitted Encumbrances and Encumbrances that will be terminated at or prior to the Closing. Each such item of material personal property and equipment is in all material respects in operable condition and repair, subject to normal wear and tear, ongoing repairs or refurbishments in the ordinary course and obsolescence in the ordinary course, and is suitable for the purpose for which it is used by the Transferred Companies.
(b) Schedule 6.18(b) contains a list of all real property leased by the Transferred Companies (the "Leased Real Property"). The Company does not own any real propertyhas delivered to the Buyer a true and complete copy of the underlying lease and all amendments thereto with respect to each parcel of Leased Real Property (each, a "Lease"). Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect set forth on the CompanySchedule 6.18(b), with respect to each of the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), Leases: (i) to the leaseCompany’s knowledge, sublease or license for such property each Lease is valid, legally binding, enforceable and in full force and effect, and none effect as of the Company date hereof, represents the entire agreement between the parties as to the tenancy thereunder and one of the Transferred Companies has a valid and enforceable leasehold interest in each parcel or any tract of its Subsidiaries is in breach of or default real property leased by it under such leaseLease; (ii) there are no existing material defaults thereunder by the applicable Transferred Company or, sublease or licenseto the Company’s knowledge, and the lessor thereof; (iii) to the Company’s knowledge, no event has occurred which, which (with notice, lapse of time or both, ) would constitute a material breach or default thereunder by the applicable Transferred Company or, to the Company’s knowledge, any other party thereto; (iv) no Lease has been modified, supplemented or amended in any way except as set forth on Schedule 6.18(b); (v) all work required to be performed by the lessor under each Lease has been completed and has been accepted by the applicable Transferred Company, and any tenant improvement allowances have been paid in full; (vi) there is no security deposit being held by the lessor under each Lease and there have been no prepayments of rental for more than one month in advance except as set forth on Schedule 6.18(b); (vii) the applicable Transferred Company under each Lease has not assigned the Lease or sublet the premises covered by the Lease; and (viii) no Lease requires the consent of the Company lessor thereunder to an assignment or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation change of control of the transactions contemplated applicable Transferred Company.
(c) Schedule 6.18(c) contains a list of all real property owned by this Agreementthe Transferred Companies (the "Owned Real Property"). The Company has delivered to the Buyer true and complete copies of the deed, the owner's title insurance policy and any Encumbrances, surveys and plats, leases, service agreements and similar contracts, certificates of occupancy and other permits and licenses, insurance policies, mechanical, electrical, plumbing, drainage, construction and similar plans and specifications, warranties and guarantees and property tax statements for the past twenty-four (24) months with respect to each parcel of Owned Real Property. With respect to each parcel of Owned Real Property: (i) the applicable Transferred Company holds marketable fee simple title to the Owned Real Property; (ii) the Owned Real Property is free from liens, encumbrances, exceptions and other charges of any kind whatsoever, except for Permitted Encumbrances; (iii) the Owned Real Property is in compliance in all material respects with all applicable zoning, land-use, building, construction, subdivision and other local, state and federal laws, ordinances and regulations and with all existing covenants, conditions, restrictions and easements; (iv) the Transferred Company has not received notice of, and has no knowledge of, any special assessment or condemnation proceedings affecting the Owned Real Property; (v) there is no litigation pending or threatened against the Transferred Company (or any basis for any claim) that arises out of the ownership of the Owned Real Property; and (vi) to the knowledge of the Company, no building or other improvement encroaches on the improvements located in Owned Real Property, nor does any building or improvement that is a part of the Leased Owned Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge encroach on lands of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property others or any public or private road or right of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyway.
Appears in 1 contract
Properties. The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to haveas, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect on Effect, the Company, with respect Company or a Company Subsidiary has (a) good fee simple title to all real property owned by the Company or any of the Company Subsidiaries (the “Owned Real Property”) and (b) a valid leasehold estate in all real property leased, subleased subleased, licensed or licensed to otherwise occupied by the Company or its Subsidiaries any Company Subsidiary (the “Leased Real Property”), (iin each case free and clear of all Liens except for Permitted Liens. Section 3.15(a) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any Disclosure Letter contains a complete and accurate list of its Subsidiaries is in breach the street address of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse each parcel of time or both, would constitute a breach or default by any Owned Real Property. Section 3.15(b) of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation Disclosure Letter contains a complete and accurate list of each Company Lease which requires annual rental payments in an amount in excess of $500,000. As of the transactions contemplated by this Agreement; (ii) to the knowledge of the Companydate hereof, the improvements located in the Leased Real Property (the “Improvements”) are in good repair Company has delivered to or made available to Parent a true and operating conditioncomplete copy of each material Company Lease. Except as, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used individually or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would not reasonably be expected to interfere with have a Company Material Adverse Effect, (i) each Company Lease is in full force and effect and is a valid and binding obligation of the current useCompany or the Company Subsidiaries, occupancy or operation thereof; as the case may be, except as enforcement may be limited by the Bankruptcy and Equity Exception, (iiiii) neither the Company nor any of its the Company Subsidiaries is, nor, to the Company’s knowledge, is currently participating any other party (in each case, with or without notice or lapse of time, or both) in breach or default under any discussions Company Lease and (iii) there is no pending or, to the Company’s knowledge, threatened appropriation, condemnation, eminent domain or negotiations regarding termination similar Proceeding, or sale or other disposition in lieu of any lease of condemnation, affecting the Leased Owned Real Property (eachor, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectCompany’s knowledge, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (West Corp)
Properties. (a) Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.8 applies), the Company and the Company Subsidiaries have good title to, or have a valid and enforceable right to use, all real property owned, used, leased or held for use by them and material to the conduct of their respective businesses as such businesses are now being conducted, free and clear of any Lien, except for Permitted Liens, except for defects in title that would not, individually or in the aggregate, have a Company Material Adverse Effect. As of the date hereof, neither the Company nor any Company Subsidiary (i) currently lease all or any part of the real property (except for the Oil and Gas Interests) owned by the Company or any Company Subsidiary or (ii) has received written notice of any pending, and to the Company’s Knowledge there is no threatened, condemnation proceeding with respect to any of the real property owned, used, leased or held for use by the Company or any Company Subsidiary.
(b) Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.8 applies), the Company and the Company Subsidiaries have good title to, or in the case of leased property and assets, valid leasehold interests in, all of their tangible personal properties and assets, used or held for use in their respective businesses, and such properties and assets, are free and clear of any Liens, except for Permitted Liens and except where the failure to have such title would not, individually or in the aggregate, have a Company Material Adverse Effect.
(i) The Company does not own any real property. or the Company Subsidiaries have Marketable Title to the Oil and Gas Interests included in Section 4.8(c) of the Company Disclosure Schedule, except as would not, individually or in the aggregate, have a Company Material Adverse Effect.
(ii) Except in any such case as has not had and would not reasonably be expected material to the Company and the Company Subsidiaries, taken as a whole, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of the Company and the Company Subsidiaries are being received by them in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Xxxxx.
(iii) All of the Xxxxx and all water, CO2 or injection xxxxx associated with an Oil and Gas Interest of the Company or the Company Subsidiaries have been drilled, completed and operated within the limits permitted by
(iv) All Oil and Gas Interests operated by the Company and the Company Subsidiaries during the time operated by the Company or the Company Subsidiaries were operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Contracts and applicable Law, except where the failure to so operate would not have, individually or in the aggregate, a Company Material Adverse Effect on Effect.
(v) None of the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable material Oil and in full force and effect, and none Gas Interests of the Company or any of its the Company Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Transactions, except for any such preferential purchase, consent or similar rights that would not have, individually or in breach the aggregate, a Company Material Adverse Effect.
(vi) None of or default under such lease, sublease or license, the Oil and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any Gas Interests of the Company or its the Company Subsidiaries are subject to any Tax partnership agreement or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the transactions contemplated by this Agreement; Code. (iiviii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”Section 4.8(c) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains Schedule sets forth, as of the date of this Agreement, a true and complete list of all Leased Real Propertyauthorities for expenditures or capital commitments relating to the Oil and Gas Interests of the Company and the Company Subsidiaries that bind the Company or any Company Subsidiary to spend, individually or in the aggregate, more than $150,000 on drilling or reworking xxxxx or on other capital projects from and after the date of this Agreement.
(d) Except for the Oil and Gas Interests (to which subparagraph (c) of this Section 4.8 applies), Section 4.8(d) of the Company Disclosure Schedule sets forth a complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary, and each Contract with respect thereto is in full force and effect as of the date hereof.
Appears in 1 contract
Samples: Merger Agreement (EQT Corp)
Properties. (a) The Company does has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets that are necessary for the Company to conduct their respective businesses as currently conducted, free and clear of all Liens other than (i) Liens for current Taxes and assessments not own yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company consistent with past practice and (iii) any real propertysuch matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted (“Permitted Liens”). Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real tangible personal property leased, subleased or licensed to currently used in the operation of the business of the Company or its Subsidiaries is in good working order (reasonable wear and tear excepted).
(b) The Company has complied with the “Leased Real Property”)terms of all leases to which it is a party, (i) the lease, sublease or license for and all such property is valid, legally binding, enforceable and leases are in full force and effect, except for any such noncompliance or failure to be in full force and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements effect that, individually or in the aggregate, has not had and would not reasonably be expected to interfere with have a Material Adverse Effect. The Company enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the current useaggregate, occupancy or operation thereof; has not had and would not reasonably be expected to have a Material Adverse Effect.
(iiic) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”Section 4.18(c) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains sets forth a true and complete list of (i) all Leased Real Propertyreal property owned by the Company and (ii) all real property leased for the benefit of the Company.
(d) This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.
Appears in 1 contract
Properties. The real and material personal property owned by the Company or a Subsidiary of the Company or presently used by any of them in its respective business is in an adequate condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the ordinary course of business consistent with its past practices. The Company does has good and marketable title free and clear of all Liens to all of the real and material personal properties and assets reflected on the consolidated statement of financial condition of the Company as of December 31, 2002 included in the Company's SEC Documents or acquired after such date, other than properties sold by the Company in the ordinary course of business, except (i) Liens for current taxes and assessments not own any real property. Except yet due or payable, (ii) pledges to secure deposits and other Liens incurred in any the ordinary course of its banking business, (iii) such case imperfections of title, easements and encumbrances, if any, as has not had and would not reasonably be expected to haveare not, individually or in the aggregate, a Material Adverse Effect material in character, amount or extent and (iv) as reflected on the consolidated statement of financial condition of the Company as of December 31, 2002 included in the Company, with respect 's SEC Documents. All real and personal property which is material to the real property leased, subleased Company's business on a consolidated basis and leased or licensed to by the Company or its Subsidiaries (a Subsidiary of the “Leased Real Property”), (i) Company is held pursuant to leases or licenses which are valid and enforceable in accordance with their respective terms and such leases will not terminate or lapse prior to the lease, sublease Effective Time and there exists no material default under any such leases or license for such property is valid, legally binding, enforceable and in full force and effect, and none of licenses by the Company or any of its Subsidiaries is in breach nor, to the best knowledge of the Company and except as set forth on Section 5.23 of the Company Disclosure Schedule, any event which with notice or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, both would constitute a breach material default thereunder by the Company or default any other Company Subsidiaries, except for such defaults which, individually, or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by any such lease or in a material liability to the Company. The consent of the landlord under the real estate leases listed on Section 5.23 of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of Disclosure Schedule may be required in order to consummate the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 1 contract
Properties. (a) The Company does has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets that are necessary for the Company to conduct its business as currently conducted, free and clear of all Liens other than (i) Liens for current Taxes and assessments not own yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business consistent with past practice and (iii) any real propertysuch matters of record, Liens and other imperfections of title that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the Company as currently conducted (“Permitted Liens”). Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on the Company, with respect to the real tangible personal property leased, subleased or licensed to currently used in the operation of the business of the Company or its Subsidiaries is in good working order (reasonable wear and tear excepted).
(b) The Company has complied with the “Leased Real Property”)terms of all leases to which it is a party, (i) the lease, sublease or license for and all such property is valid, legally binding, enforceable and leases are in full force and effect, except for any such noncompliance or failure to be in full force and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements effect that, individually or in the aggregate, has not had and would not reasonably be expected to interfere with have a Company Material Adverse Effect. The Company enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the current useaggregate, occupancy or operation thereof; has not had and would not reasonably be expected to have a Company Material Adverse Effect.
(iiic) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”Section 4.18(c) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains sets forth a true and complete list of (i) all Leased Real Propertyreal property owned by the Company and (ii) all real property leased for the benefit of the Company.
(d) This Section 4.18 does not relate to intellectual property, which is the subject of Section 4.19.
Appears in 1 contract
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or and its Subsidiaries have good title to, or valid leasehold interests in, all material property and assets reflected on the Company Balance Sheet (but excluding Intellectual Property Rights which are covered by Section 4.16) or acquired after the “Leased Real Property”)Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business, in each case free and clear of all Liens, except Permitted Liens.
(ib) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none None of the Company or any of its Subsidiaries is owns, or since January 1, 2020, has owned, any real property. Except as has not had and would not reasonably be expected to have, individually or in breach of or default under such the aggregate, a Material Adverse Effect on the Company, (i) each lease, sublease or licenselicense (each, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of “Lease”) under which the Company or any of its Subsidiaries leases, subleases or permit terminationlicenses any real property is valid, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) with respect to the knowledge Company and, to the Knowledge of the Company, the improvements located other party, binding and in the Leased Real Property full force and effect and enforceable in accordance with its terms (the “Improvements”) are in good repair and operating conditionsubject, subject only with respect to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, andenforceability, to the knowledge applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of the Companyequity) and (ii) since January 1, there are no facts or conditions affecting any of the Improvements that2020, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from in writing alleging that it has breached, violated or defaulted under any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real PropertyLease. Section 5.19 4.15(b) of the Company Disclosure Letter contains Schedule sets forth a true and complete list of all Leased Real Propertyeach Lease as of the date hereof, true and complete copies of which have been made available to Parent prior to the date hereof.
Appears in 1 contract
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect Effect, or as set forth on the Company, with respect Schedule 4.17 to the real property leasedParent Disclosure Schedule, subleased or licensed to the Company or each Buyer Entity and its Subsidiaries (have good and defensible title to all of the “Leased Real Property”)Oil and Gas Interests reflected in Parent Reserve Reports as attributable to interests owned by any Buyer Entity or any of their Subsidiaries, except for such Oil and Gas Interests sold, used, farmed out or otherwise disposed of since December 31, 2014 in the ordinary course of business, in each case free and clear of all Liens other than Permitted Liens and Production Burdens. Except as would not have, individually or in the aggregate, a Material Adverse Effect, (i) the lease, sublease each Oil and Gas Lease to which any Buyer Entity or license for such property any of its Subsidiaries is valid, legally binding, enforceable a party is valid and in full force and effect, and (ii) except for violations, acts or omissions that would not, individually or in the aggregate, have a Material Adverse Effect upon Parent, none of any Buyer Entity or any of their Subsidiaries has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the Company provisions of such Oil and Gas Lease, and (iii) none of EnerJex Parties or any of their Subsidiaries has received written notice from the other party to any such Oil and Gas Lease that a Buyer Entity or any of its Subsidiaries, as the case may be, has breached, violated or defaulted under any Oil and Gas Lease.
(b) Except as would not have, individually or in the aggregate, a Material Adverse Effect, (i) either Parent or a Subsidiary of Parent has good and valid title to each material real property (and each real property at which material operations of any Buyer Entity or any of its Subsidiaries is are conducted) owned by any Buyer Entity or any Subsidiary (but excluding the Oil and Gas Interests of EnerJex Parties), other than Parent Real Property Leases (such owned property collectively, the “Parent Owned Real Property”) and (ii) either a Buyer Entity or a Subsidiary of a Buyer Entity has a good and valid leasehold interest in breach each material lease, sublease and other agreement under which any Buyer Entity or any of their Subsidiaries uses or default under occupies or has the right to use or occupy any material real property (or real property at which material operations of any Buyer Entity or any of their Subsidiaries are conducted) (but excluding the Oil and Gas Interests of EnerJex Parties) (such property subject to a lease, sublease or licenseother agreement, the “Parent Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Parent Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens, and other than any conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business. Except as would not have, individually or in the aggregate, a Material Adverse Effect, (A) each Real Property Lease is valid, binding and in full force and effect, subject to the Remedies Exceptions and (B) no uncured default of a material nature on the part of any Buyer Entity or, if applicable, its Subsidiary or, to the knowledge of EnerJex Parties, the landlord thereunder, exists under any Parent Real Property Lease, and no event has occurred or circumstance exists which, with or without the giving of notice, lapse the passage of time time, or both, would constitute a material breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased under a Parent Real Property Lease.
(the “Improvements”c) are in good repair and operating conditionExcept as would not have, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used individually or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, a Material Adverse Effect, (i) there are no leases, subleases, licenses, rights or other agreements affecting any portion of Parent Owned Real Property or Parent Leased Real Property that would reasonably be expected to interfere with adversely affect the current useexisting use of such Parent Owned Real Property or Parent Leased Real Property by any Buyer Entity or its Subsidiaries in the operation of its business thereon, occupancy (ii) except for such arrangements solely among a Buyer Entity and its Subsidiaries or among any Buyer Entity’s Subsidiaries, there are no outstanding options or rights of first refusal in favor of any other party to purchase any Parent Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of Parent Owned Real Property by EnerJex Parties in the operation thereof; of their business thereon, and (iii) neither the Company a Buyer Entity nor any of its Subsidiaries is currently participating in subleasing, licensing or otherwise granting any discussions person the right to use or negotiations regarding termination occupy a material portion of any lease of the a Parent Owned Real Property or Parent Leased Real Property (each, a “that would reasonably be expected to adversely affect the existing use of such Parent Owned Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the or Parent Leased Real Property by EnerJex Parties or their Subsidiaries in the operation of its business thereon.
(d) Except as would not have, individually or in the aggregate, a Material Adverse Effect, all proceeds from the sale of Hydrocarbons produced from the Oil and Gas Interests of EnerJex Parties are being received by EnerJex Parties in a timely manner and are not being held in suspense for any reason other than awaiting preparation and approval of division order title opinions for recently drilled Wxxxx.
(e) All of the Improvements Wxxxx and all water, CO2 or injection wxxxx located thereon currently violates any Applicable Laws in any material respecton the Oil and Gas Leases or Units of EnerJex Parties and their Subsidiaries or otherwise associated with an Oil and Gas Interest of a Buyer Entity or its Subsidiaries have been drilled, including those laws relating to zoningcompleted and operated within the limits permitted by the applicable Oil and Gas Contracts and applicable Law, building, land use, health and safety, fire, air, sanitation all drilling and noise control; completion (and (vplugging and abandonment) to the knowledge of the CompanyWxxxx and such other wxxxx and all related development, there are no condemnation production and other operations have been conducted in compliance with all applicable Laws except, in each case, as would not have, individually or eminent domain proceedings pending in the aggregate, a Material Adverse Effect.
(f) All Oil and Gas Interests operated by EnerJex Parties and their Subsidiaries have been operated in accordance with reasonable, prudent oil and gas field practices and in compliance with the applicable Oil and Gas Leases and applicable Law, except where the failure to so operate would not have, individually or threatened against any in the aggregate, a Material Adverse Effect.
(g) None of the Leased Real Property. Section 5.19 material Oil and Gas Interests of EnerJex Parties or their Subsidiaries is subject to any preferential purchase, consent or similar right that would become operative as a result of the Company Disclosure Letter contains Transactions, except for any such preferential purchase, consent or similar rights that would not have, individually or in the aggregate, a true Material Adverse Effect.
(h) None of the Oil and complete list Gas Interests of all Leased Real PropertyParent or its Subsidiaries are subject to any Tax partnership agreement or provisions requiring a partnership income Tax Return to be filed under Subchapter K of Chapter 1 of Subtitle A of the Code.
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Properties. The Except to the extent not material to the Company, the Company does not own any real property. Except in any such case Subsidiaries and the Nonprofit Organizations taken as has not had a whole and would as could not reasonably be expected to haveprevent, individually materially impair or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent materially delay the consummation of the transactions contemplated by this Agreement; , in each case, individually or in the aggregate:
(iia) Section 4.16(a) of the Company Disclosure Schedule contains a true and complete list of all real property owned by the Company, the Company Subsidiaries and the Nonprofit Organizations (collectively, the "Real Property") and for each parcel of Real Property, contains a correct street address, if available and if not available, a general description, of such Real Property. Copies of all title reports or policies, legal descriptions, deeds, land patents, grants, surveys, geotechnical and other engineering reports and studies, environmental reports, property tax bills and notices of assessment, Encumbrances and other current or historical documents describing or relating to the Real Property have previously been made available to Acquiror. Without limiting the foregoing, "Real Property" consists of approximately 57,000 acres of land that is currently owned by the Company, of which approximately 46,430 acres formerly constituted a portion of the real property owned by the community land grant corporation known as the "Town of Atrisco, New Mexico", which was the successor to the Spanish community land grant commonly known as the "Atrisco Land Grant".
(b) Except as set forth on Section 4.16 of the Company Disclosure Schedule, none of the Company, the Company Subsidiaries nor the Nonprofit Organization lease, sublease, license any real property from any Person. Section 4.16(b) of the Company Disclosure Schedule sets forth the addresses, if available, or if not available, a general description, of each parcel of the Real Property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) to or by any Person other than the Company, a Company Subsidiary or a Nonprofit Organization (collectively, including the improvements thereon, the "Leased Real Property"), and a true, correct and complete list of all agreements (including the date and the name of the parties to such agreements and a complete description of the terms of any unwritten leases) pertaining to the Leased Real Property (each a "Real Property Lease"). True and complete copies of each of the Real Property Leases that has not been terminated or expired as of the date hereof and any terminated or expired Real Property Leases under which the Company, a Company Subsidiary or a Nonprofit Organization may have any potential liability obligation have been made available to Acquiror.
(c) Except as set forth on Section 4.16 of the Company Disclosure Schedule, each of the Company, the Company Subsidiaries or the Nonprofit Organizations, as applicable, has good title to all Real Property, free and clear of all Encumbrances, except Permitted Encumbrances.
(d) Except for the Leased Real Property, none of the Real Property is subject to any lease, sublease, license or other agreement granting to any other Person any right to the use, occupancy or enjoyment of such Real Property or any part thereof.
(e) Except as set forth on Section 4.16 of the Company Disclosure Schedule, each Real Property Lease is in full force and effect and is valid and enforceable in accordance with its terms, and there is no default under any Real Property Lease either by the Company, the Company Subsidiaries or the Nonprofit Organizations party thereto, as applicable, or, to the knowledge of the Company, by any other party thereto, and no event has occurred that, with the lapse of time or the giving of notice or both, would constitute a default by the Company, the Company Subsidiaries or the Nonprofit Organizations thereunder.
(f) Except as set forth on Section 4.16 of the Company Disclosure Schedule, there does not exist any pending or, to the knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Real Property, and neither the Company nor the Company Subsidiaries or Nonprofit Organizations have received any written notice of the intention of any Governmental Authority or other Person to take or use any Real Property.
(g) The improvements located in constructed on the Real Property (including the Leased Real Property (the “Improvements”Property) are (i) insured by commercial property insurance for replacement costs, subject to self retained limits, and by commercial general liability insurance to the extent and in a manner customary in the industry for commercial general liability coverage, subject to self retained limits; and (ii) in good repair operating condition and operating conditionrepair, subject only to ordinary wear and tear.
(h) The improvements constructed on the Real Property (including the Leased Real Property) are supplied with all utilities, including water, sewage disposal, electricity, gas, telephone and are adequate and suitable other services necessary for the purposes for which they are presently being used or held for useoperation of such improvements as currently operated, and, to the knowledge of the Company, there are is no facts or conditions affecting any of the Improvements that, in the aggregate, condition which would reasonably be expected to interfere result in the termination of the present access from any improvements to such utility services.
(i) Except for the two oil and gas leases identified in Section 4.11(xv) of the Company Disclosure Schedule, the Company is not currently engaged in, and has not granted any Person any permits, interest, license, lease or other rights with respect to, oil, natural gas or other mineral rights anywhere on the current use, occupancy or operation thereof; (iii) Real Property and neither the Company nor any of its Subsidiaries other Person is currently participating engaged in any discussions drilling or negotiations regarding termination of any lease other exploration activities with respect thereto.
(j) Except as disclosed in Section 4.16 of the Leased Real Property (eachCompany Disclosure Schedule, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor has no knowledge that there are any sites of its Subsidiaries has received written notice from any Governmental Authority that any portion of historical or archeological importance on the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and Property.
(vk) to the knowledge Each of the Company, there the Company Subsidiaries and the Nonprofit Organizations owns or leases all tangible assets necessary or sufficient for the conduct of its business as presently conducted, which tangible assets are no condemnation or eminent domain proceedings pending or threatened against any reflected in the Balance Sheet (other than those disposed of in the Leased Real Propertyordinary course of business consistent with past practices). The tangible assets are in good and serviceable condition and repair in all material respects (subject to normal wear and tear) and are generally suitable for the purposes for which they presently are used.
(l) Except as disclosed in Section 5.19 4.16 of the Company Disclosure Letter contains a true and complete list of all Leased Schedule, the Company has no knowledge that any improvement district or other similar entity with taxing or assessment powers is planned that would include the Real Property, and there are no assessment liens against the Real Property except as may be disclosed in the Title Report.
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Properties. (a) Section 4.11 of the Company Disclosure Schedule contains a true and complete list as of the date hereof of all Owned Real Property and Leased Real Property. The Company does not own any real property. has delivered or made available to Parent complete and accurate copies of each Company Lease (including all amendments, modifications and restatements thereto) relating to the 25 bakery-café locations, exclusive of franchisee-owned locations, of the business of the Company and its Subsidiaries representing the most earnings before interest, taxes, depreciation and amortization.
(b) Except in any such case as has not had and would not reasonably be expected to haveas, individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect on the CompanyEffect, with respect to the parcels of real property owned in fee simple by the Company or any of its Subsidiaries, together with all buildings, structures, improvements, and fixtures thereon, and appurtenances pertaining or belonging thereto (the “Owned Real Property”): (i) the Company or one of its Subsidiaries, as applicable, has good and marketable fee simple title to the Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances; and (ii) there is no pending or, to the knowledge of the Company, threatened condemnation proceeding or proposed action or agreement for taking in lieu of condemnation with respect to any of the Owned Real Property.
(c) With respect to all of the real property leased, subleased or licensed to the Company or its Subsidiaries that is used for retail stores, including bakery-cafés (other than such real property which is less than 5,000 rentable square feet) (the “Leased Real Property”), except in any such case as, individually or in the aggregate, has not had and is not reasonably likely to have a Material Adverse Effect: (i) the lease, sublease or license for such property Leased Real Property (each, a “Company Lease”) is valid, legally binding, enforceable and in full force and effect, effect in accordance with its terms with respect to the Company or Subsidiary party thereto (subject to the Bankruptcy and Equity Exceptions) and (ii) none of the Company or any of its Subsidiaries is in breach of or default under such leaseany Company Lease, sublease or licenseand, and to the knowledge of the Company, no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent or impair the consummation of the transactions contemplated by this Agreement.
(d) For purposes of this Section 4.11 only, “Encumbrance” means any lien, charge, pledge, security interest, claim, mortgage, encroachment, adverse claim, option, easement, imperfection of title, title exception, title defect, or encumbrance of any kind in respect of such asset but specifically excludes (the following, “Permitted Encumbrances”): (i) specified Encumbrances described in Section 4.11(c) of the Company Disclosure Schedule; (ii) Encumbrances for current Taxes or other governmental charges not yet due and payable or which are being contested in good faith by appropriate proceedings, for which adequate reserves have been maintained in accordance with GAAP; (iii) mechanics’, carriers’, workmen’s, repairmen’s or other like Encumbrances arising or incurred in the ordinary course of business as to which there is no default on the part of the Company or any of its Subsidiaries and reflected on or specifically reserved against or otherwise disclosed in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed prior to the knowledge date of the Companythis Agreement; (iv) zoning, the improvements located entitlement, building and other land use Laws; (v) defects, imperfections or irregularities in the Leased Real Property (the “Improvements”) are in good repair title, covenants, conditions, restrictions and operating conditionother Encumbrances which, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used individually or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to do not materially interfere with the current use, occupancy present use of or operation thereofimpair the value of the applicable Owned Real Property and Leased Real Property; (iiivi) neither statutory, common law or contractual liens of landlords for amounts that are not yet due and payable or are being contested in good faith by appropriate proceedings, for which adequate reserves have been maintained in accordance with GAAP; (vii) non-exclusive licenses to Intellectual Property granted in the Company nor any ordinary course of its Subsidiaries is currently participating business; and (viii) other Encumbrances that do not, individually or in any discussions the aggregate, materially impair the continued use operation or negotiations regarding termination of any lease value of the Owned Real Property or Leased Real Property (each, a “Real Property Lease”) prior to which they relate or the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion conduct of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 business of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits Subsidiaries as presently conducted.
Appears in 1 contract
Samples: Merger Agreement (Panera Bread Co)
Properties. (a) The Company does or one of its Subsidiaries has good and valid title to, or in the case of leased property and leased tangible assets, a valid leasehold interest in, all of its real properties and tangible assets that are necessary for the Company and/or its Subsidiaries to conduct their respective businesses as currently conducted, free and clear of all Liens other than (i) Liens for Taxes and assessments not own any real property. Except yet past due or the amount or validity of which is being contested in good faith by appropriate proceedings, (ii) mechanics’, workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Ordinary Course of Business of the Company or such Subsidiary that are either not the responsibility and liability of the Company or such Subsidiary or are being bonded over, paid for and/or removed in full prior to the Closing consistent with past practice, (iii) any such case matters of record, such as Liens and other imperfections of title to tangible or real property that do not, individually or in the aggregate, materially impair the continued ownership, use and operation of the assets to which they relate in the business of the
(b) Each of the Company and its Subsidiaries has complied with the terms of all leases to which it is a party, and all such leases are in full force and effect, except for any such noncompliance or failure to be in full force and effect that, individually or in the aggregate, has not had and would not reasonably be expected to havehave a Material Adverse Effect. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession under all such leases, except for any such failure to do so that, individually or in the aggregate, has not had and would not reasonably be expected to have a Material Adverse Effect on Effect.
(c) Section 4.18(c) of the Company, with respect to the Company Disclosure Letter sets forth a true and complete list of (i) all real property leased, subleased or licensed to owned by the Company or any of its Subsidiaries and (ii) all real property leased for the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none benefit of the Company or any of its Subsidiaries Subsidiaries. This Section 4.18 does not relate to intellectual property, which is in breach the subject of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real PropertySection 4.19. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.4.19
Appears in 1 contract
Properties. The (a) Section 4.15(a) of the Company does not own any Disclosure Schedule sets forth a complete list of all real propertyproperty and interests in real property owned by the Company or its Subsidiaries as of the Execution Date (the “Owned Real Property”), including the address and record owner of such Owned Real Property. Except as set forth in any such Section 4.15(a) of the Company Disclosure Schedule, the Company or its applicable Subsidiaries own good and marketable title to all of the material properties and material assets purported to be owned by them (other than Intellectual Property, which is addressed in Section 4.11), including all of the Owned Real Property, in each case free and clear of all Liens, other than Permitted Liens.
(b) Section 4.15(b) of the Company Disclosure Schedule sets forth a complete list of all of the existing material leases and licenses (including all amendments, extensions, supplements, renewals thereof and agreements related thereto) in effect as has not had and would not reasonably be expected to have, individually or in of the aggregate, a Material Adverse Effect on Execution Date (the Company, with respect to the “Company Leases”) for real property leased, subleased and interests in real property directly or indirectly leased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of by any third party under which the Company or any of its Subsidiaries is in breach of a lessee or default under such leaselicensee, sublease or licenseif applicable, and no event the address, aggregate monthly rent payable and expiration date of the Company Lease relating to each such Leased Real Property. The Company has occurred whichdelivered to Parent, with noticeor otherwise made available for inspection by Parent, lapse true and complete copies of time all the Leases. The Company or bothits applicable Subsidiaries has and owns a valid leasehold or licensed (if applicable) interest in the Leased Real Property, would constitute a breach in each case free and clear of all Liens, other than Permitted Liens.
(c) Other than the Company Satellites and Company Ground Stations which are exclusively governed by Sections 4.16 and 4.17, each material item of equipment owned or default leased by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent is (i) reasonably adequate for the consummation conduct of the transactions contemplated by this Agreement; Business as currently conducted and (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, regularly and properly maintained in all material respects, subject only to ordinary normal wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Viasat Inc)
Properties. (a) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have valid title to, or valid leasehold interests in, or otherwise have the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all material real property and assets reflected on the Company Balance Sheet or acquired after the Company Balance Sheet Date, except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business and in compliance with this Agreement, in each case, free and clear of all Liens other than Permitted Liens.
(b) The Company does not own any real property. Except and its Subsidiaries have such easements and rights-of-way (collectively, “rights-of-way”) as are sufficient to conduct their businesses in any all material respects as currently conducted, except for such case as has not had and rights-of-way the absence of which would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company. Except as would not have, with respect to individually or in the real property leasedaggregate, subleased or licensed to the a Company or its Subsidiaries (the “Leased Real Property”)Material Adverse Effect, (i) each of the Company and each of its Subsidiaries has fulfilled and performed all its material obligations with respect to such rights-of-way which are required to be fulfilled or performed (subject to all applicable waivers, modifications, grace periods and extensions) and (ii) no event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any material impairment of the rights of the holder of any such rights-of-way.
(c) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease, sublease or license for such property is valid(each, legally binding, enforceable and in full force and effect, and none of a “Lease”) under which the Company or any of its Subsidiaries leases, subleases or licenses any real property is valid and in breach full force and effect and (ii) neither the Company nor any of its Subsidiaries, nor to the Knowledge of the Company any other party to a Lease, has violated any provision of, or default under such lease, sublease taken or license, and no event has occurred failed to take any act which, with or without notice, lapse of time time, or both, would constitute a breach or default by any under the provisions of the Company or its Subsidiaries such Lease or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) and to the knowledge Knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from that it has breached, violated or defaulted under any Governmental Authority Lease, in each case, other than such items, if any, that any portion of have been cured.
(d) Except as would not have, individually or in the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respectaggregate, including those laws relating to zoninga Company Material Adverse Effect, building, land use, health and safety, fire, air, sanitation and noise control; and (vi) to the knowledge Knowledge of the Company, none of the Company or any of its Subsidiaries has received any written notice of any pending or threatened condemnation Action with respect to any of the real property it owns, leases, licenses or otherwise occupies and (ii) to the Knowledge of the Company, no Person leases, subleases, licenses or otherwise has the right to use or occupy any of the real property referred to in Section 5.16(a) or Section 5.16(c) other than the Company or any Subsidiary of the Company.
(e) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, as of the date of this Agreement, there are no does not exist any pending or, to the Knowledge of the Company, threatened, condemnation or eminent domain proceedings pending or threatened against Actions that affect any of the Leased Real Property. Section 5.19 of real property (including the Company Disclosure Letter contains a true Company’s Oil and complete list of all Leased Real PropertyGas Properties or rights-of-ways).
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Properties. (a) The Company does not own any real property. Except and each of the Subsidiaries has good and marketable title to, or a valid leasehold interest in, all its properties and assets, free and clear of all Liens, except as set forth in any such case as has not had Section 4.14(a) of the Disclosure Schedule and would not reasonably be expected to havefor Liens that do not, individually or in the aggregate, have a Material Adverse Effect on Effect.
(b) Neither the Company, with respect Company nor any Subsidiary thereof owns a fee or other ownership interest in any real property. Section 4.14(b) of the Disclosure Schedule sets forth a true and complete list of each lease or material sublease relating to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such interests in real property is valid, legally binding, enforceable and in full force and effect, and none of leased by the Company or any of its the Subsidiaries (collectively, the “Company Material Leases”). The Company has delivered or made available to Parent true and correct copies of each Company Material Lease. No option has been exercised under any of the Company Material Leases, except options whose exercise has been evidenced by a written document, a true, complete and accurate copy of which has been delivered or made available to Parent with the corresponding Company Material Lease.
(c) Each Company Material Lease is in breach full force and effect and neither the Company, any of the Subsidiaries nor any other party to a Company Material Lease has given to the other party or parties written notice of or has made a written claim with respect to any breach or default thereunder. Neither the Company nor any of the Subsidiaries thereof is in default of any obligation under such lease, sublease or license, any Company Material Lease and no event has occurred which, which with notice, lapse the passage of time or bothgiving of notice, or both would constitute a breach default of any obligation under any Company Material Lease by the Company or default by any of the Company Subsidiaries, except, in each case, for any such default which would not, individually or its Subsidiaries or permit terminationin the aggregate, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to have a Material Adverse Effect. To the knowledge of the Company, (i) no other party to a Company Material Lease is in default of any material obligation thereunder and (ii) no event has occurred which with the improvements located in passage of time or giving of notice, or both would constitute a default of any material obligation under any Company Material Lease by such other party. None of the Leased Real Property (the “Improvements”) are in good repair and operating conditionproperty subject to any Company Material Lease is subject to any sublease, subject only license or other agreement granting to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, any Person any right to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration enjoyment of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that property or any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertythereof.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Strategic Distribution Inc)
Properties. The (a) Neither the Company does not own nor any of its Subsidiaries owns any real property. Except property in any such case as has not had and would not reasonably be expected to have, individually fee (or the equivalent interest in the aggregate, a Material Adverse Effect on the Company, with respect applicable jurisdiction).
(b) All real property material to the real property business of the Company and its Subsidiaries, taken as a whole, that is leased, subleased subleased, licensed or licensed otherwise occupied (whether as a tenant, subtenant or pursuant to the Company or its Subsidiaries (the “Leased Real Property”), (iother occupancy arrangements) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of by the Company or any of its Subsidiaries is (collectively, including the improvements thereon, the “Leased Real Property”) together with all related Leases are disclosed in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any Section 4.17(b) of the Company or its Subsidiaries or permit terminationDisclosure Letter. Except as would not have a Company Material Adverse Effect, modification or acceleration by any third party thereunder, or prevent all buildings and improvements used in the consummation business of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in Company at the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable a condition that is sufficient for the purposes for which they are presently being used or held for use, and, to the knowledge operation of the Company, there are no facts or conditions affecting any business of the Improvements thatCompany thereat.
(c) As of the date of this Agreement, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of and/or its Subsidiaries is currently participating have valid leasehold, subleasehold or license interests in any discussions or negotiations regarding termination of any lease of the all Leased Real Property free and clear of all Liens, except Permitted Liens. As of the date of this Agreement, except as would not have a Company Material Adverse Effect, (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (ivi) neither the Company nor any of its Subsidiaries has received any written notice from communication from, or given any Governmental Authority that written communication to, any portion of the other party to a lease for Leased Real Property or any lender, alleging that the Company or any of its Subsidiaries or such other party, as the Improvements located thereon currently violates case may be, is in default under any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; such Lease and (vii) to neither the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against Company nor any of the Leased Real Property. Section 5.19 Subsidiary of the Company Disclosure Letter contains a true and complete list of all has subleased, licensed or otherwise granted any other Person the right to use or occupy such Leased Real PropertyProperty or any portion thereof.
(d) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have title to all of their respective owned, tangible personal property free and clear of any Liens (other than Permitted Liens).
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Properties. (a) The Company does or its subsidiaries has good, valid and, in the case of the Owned Properties (as defined below), marketable fee title, to all of the (i) real property and interests in real property indicated as being owned by the Company and its subsidiaries in the financial statements included in the SEC Reports, except for properties sold or otherwise disposed of in the ordinary course of business (the "Owned Properties"), and (ii) leasehold estates in all leased real properties indicated as being leased by the Company and its subsidiaries in the financial statements included in the SEC Reports, except leasehold interests terminated in the ordinary course of business (the "Leased Properties"; the Owned Properties and Leased Properties being sometimes referred to herein as the "Real Properties"), in each case free and clear of all mortgages, liens, security interests, easements, covenants, rights-of-way and other similar restrictions and encumbrances ("Encumbrances"), except where the failure to have such marketable fee title would not own any real property. Except interfere in any material respect with the conduct of business of the Company as currently conducted.
(b) No consent or approval is required to be obtained under any agreement by which the Company or any of its subsidiaries has obtained a leasehold interest in any Leased Property (each such agreement a "Lease") by or with respect to the Company or any subsidiary of the Company, and no right of termination shall arise under any Lease nor does any landlord have the right to increase the rent payable under any Lease, in each case as has not had in connection with the execution and would not reasonably be expected delivery of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby, except to havethe extent that any of the foregoing, individually or in the aggregate, would not have a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries Effect.
(the “Leased Real Property”), (ic) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither Neither the Company nor any of its Subsidiaries subsidiaries is currently participating in obligated under or bound by any discussions option, right of first refusal, purchase contract, or negotiations regarding termination other contractual right to sell or dispose of any lease of Owned Property or any portions thereof or interests therein which property, portions and interests, individually or in the Leased Real Property (eachaggregate, a “Real Property Lease”) prior are material to the scheduled expiration of such Real Property Lease; Company.
(ivd) neither Neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property subsidiaries (or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge affiliates of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 foregoing) has an ownership, financial or other interest in the landlord under any of the Company Disclosure Letter contains Leases, which exceeds a true and complete list of all Leased Real Property50% ownership, financial or other interest in such landlord.
Appears in 1 contract
Samples: Merger Agreement (Gray Robert E)
Properties. The Except as set forth in Section 3.25 of the Company does not own Disclosure Schedule:
(a) (i) each of Company and its Subsidiaries has good, valid and marketable title to all material real property owned by Company or any real property. Except of its Subsidiaries (collectively, the "OWNED REAL PROPERTY") free of all Liens, in any such each case as has not had and would not reasonably be expected to haveexcept, individually or in the aggregate, as could not reasonably be expected to have a Material Adverse Effect on Company and (ii) there are no outstanding contracts for the Companysale of any Owned Real Property, except those contracts relating to property the value in respect of which does not exceed $500,000 individually or $1,000,000 in the aggregate.
(b) Pursuant to the leases and subleases (the "REAL PROPERTY LEASES") of Company and its Subsidiaries with respect to the all material real property leased, which is leased or subleased or licensed to the by Company or its Subsidiaries (the “"LEASED REAL PROPERTY"), Company and its Subsidiaries hold good and valid leasehold title to the Leased Real Property”), (i) in each case in accordance with the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none provisions of the Company applicable Real Property Lease and free of all Liens, in each case except, individually or any of its Subsidiaries is in breach of or default under such leasethe aggregate, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute as could not reasonably be expected to have a breach or default by any Material Adverse Effect on Company. Each of the Real Property Leases is enforceable against Company or its Subsidiaries or permit terminationSubsidiary, modification or acceleration by any third party thereunder, or prevent as the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for usecase may be, and, to the knowledge of the Company, there are no facts against the other party thereto, in accordance with its terms, subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or conditions affecting any of the Improvements thatcreditors' rights generally, and general equitable principles (whether considered in a proceeding in equity or at law) and except for such failures to be enforceable as could not, individually or in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, have a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Material Adverse Effect on Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 1 contract
Properties. The (a) Each Company does not own any real property. Except Group Member has good and marketable title to, valid leasehold interests in any (other than the Leases), or valid licenses to use, all tangible property and assets material to its business, free and clear of all Liens, except Permitted Liens and, solely as to leasehold interests (other than the Leases), except to the extent the failure to have such case as has not had and would valid leasehold interests could not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the CompanyEffect. All such properties and assets are in good working order and condition, with respect ordinary wear and tear and casualty (to the extent fully covered by insurance subject to a deductible) and condemnation excepted.
(b) Schedule 2.13 of the Company Disclosure Letter sets forth a complete and accurate list of the location, by state and street address, of all real property leasedowned or leased by the Company and each of its Subsidiaries and identifies the interest (fee or leasehold) of such Person therein and whether such real property is a “Facility”. the Company and each of its Subsidiaries has valid leasehold interests in the Leases described on Schedule 2.13 of the Company Disclosure Letter to which it is a party, subleased or licensed except to the Company or extent the failure to have such valid leasehold interests could not reasonably be expected to have a Material Adverse Effect. Each such Lease is (x) valid and enforceable in accordance with its Subsidiaries (the “Leased Real Property”), (i) the lease, sublease or license for such property terms in all material respects and is valid, legally binding, enforceable and in full force and effecteffect (except to the extent such Lease has terminated in accordance with its terms), except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting creditors’ rights generally and (y) no consent or approval of any landlord or other third party in connection with any such Lease is necessary for the Company to enter into and execute the Preferred Documents, except as set forth on Schedule 2.13 of the Company Disclosure Letter. To the knowledge of the Company, none of the Company or nor any of its Subsidiaries is in breach have at any time delivered or received any notice of or material default which remains uncured under any such lease, sublease or license, Lease and no event has occurred which, with notice, lapse the giving of notice or the passage of time or both, would constitute a breach or material default by under any of the Company or its Subsidiaries or permit terminationsuch Lease, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) except to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would extent such event could not reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating result in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 1 contract
Samples: Securities Purchase Agreement (Xponential Fitness, Inc.)
Properties. (a) The Company does not own any real property. Except in any such case as has not had and would not reasonably be expected to havethe Subsidiaries have good and marketable, individually indefeasible, fee simple title to, or in the aggregatecase of leased property and assets have valid leasehold interests in, a Material Adverse Effect all material property and assets (whether real, personal, tangible or intangible) reflected on the Company, with respect to Balance Sheet or acquired after the real property leased, subleased Balance Sheet Date or licensed to otherwise necessary for the operation of the business of the Company and the Subsidiaries, except for properties and assets sold since the Balance Sheet Date in the ordinary course of business consistent with past practice. None of such property or its Subsidiaries (the “Leased Real Property”)assets is subject to any Lien, except:
(i) Liens disclosed on the lease, sublease Balance Sheet or license Schedule 3.20;
(ii) Liens for taxes not yet due or being contested in good faith (and for which adequate accruals or reserves have been established on the Balance Sheet); or
(iii) Liens which do not materially detract from the value or materially interfere with any present or intended use of such property is or assets (clauses (i)-(iii) of this Section 3.20(a) are, collectively, the "Permitted Liens").
(b) There are no developments affecting any such material property or assets pending or, to the knowledge of the Company threatened, which might materially detract from the value, materially interfere with any present or intended use or materially adversely affect the marketability of any such property or assets.
(c) All leases of such material real property and material personal property are in good standing and are valid, legally binding, binding and enforceable in accordance with their respective terms and in full force and effect, and none of there does not exist under any such lease (i) any default by the Company or any of its Subsidiaries is in breach of Subsidiary or default under such lease, sublease any event which with notice or license, and no event has occurred which, with notice, lapse of time or both, both would constitute a breach default or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge Company's knowledge, any default by any other Person or any event which with notice or lapse of time or both would constitute such a default. Neither the CompanyCompany nor any Subsidiary owns any real property.
(d) The Systems, buildings, structures and equipment owned or used by the improvements located in the Leased Real Property (the “Improvements”) Company or any Subsidiary have no material defects, are in good repair operating condition and operating conditionrepair, subject only have been reasonably maintained consistent with standards generally followed in the industry (giving due account to the age and length of use of same, ordinary wear and teartear excepted), and are adequate and suitable for their present and intended uses. To the purposes for which they Company's knowledge, the Company's and its Subsidiaries' relationships with suppliers of material portions of the equipment and telecommunications services used by the Company and its Subsidiaries in connection with the operation of their business are presently being satisfactory, and no such supplier has informed the Company or any Subsidiary of any plan or intention to materially alter such supplier's arrangements with the Company and its Subsidiaries or to materially reduce its supply of equipment or telecommunications services.
(e) The Systems, property and assets owned or leased by the Company or any Subsidiary constitute all of the property and assets used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, use in the aggregate, would reasonably be expected to interfere connection with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 business of the Company Disclosure Letter contains a true and complete list its Subsidiaries and all of all Leased Real Propertythe Systems, property and assets necessary to conduct such business as currently conducted by the Company.
Appears in 1 contract
Properties. The (i) Except where the failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Company does Material Adverse Effect, the Company or a Company Subsidiary has good and indefeasible fee simple title to each of the material real properties (except for any of the Company’s or any Company Subsidiaries’ Oil and Gas Properties, which are subject to Section 3.1(p) and shall not own constitute a Company Property for the purposes of this Agreement) the Company owns (the “Owned Real Property”), in each case free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted Liens.
(ii) Except where the failure to do so has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Company Subsidiary has a valid leasehold interest in each of the material real properties (except for any real propertyof the Company’s or any Company Subsidiaries’ Oil and Gas Properties, which are subject to Section 3.1(p) and shall not constitute a Company Property for the purposes of this Agreement) the Company leases (the “Leased Real Property”, and each parcel of Owned Real Property or Leased Real Property, a “Company Property”), in each case free and clear of all conditions, encroachments, easements, rights of way, restrictions and Liens, except for Permitted Liens. Except for matters that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any Company Subsidiary has received notice to the effect that there are any condemnation, expropriation or other Proceedings that are pending or, to the Knowledge of the Company, threatened with respect to any material portion of any of the Company Properties. Except for the owners of any Leased Real Property, no Person other than the Company or a Company Subsidiary has any ownership interest in any such case of the Company Properties.
(iii) Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect on Effect, (A) neither the Company, with respect to the real property Company nor any Company Subsidiary has leased, subleased or licensed otherwise granted to any Person the right to use or occupy any Company Property or any portion thereof, (B) there are no outstanding options, rights of first offer or rights of first refusal to purchase or lease any Company Property or any portion thereof or interest therein, (C) there are no boundary disputes relating to any Company Property and no encroachments materially and adversely affecting the use of any Company Property and (D) with respect to each Company Property, all material buildings, structures, fixtures and improvements are in all respects adequate and sufficient and in satisfactory condition to support the operations of the Company and each Company Subsidiary as presently conducted.
(iv) Each of the Company and each Company Subsidiary has complied with the terms of all leases pursuant to which the Company or its Subsidiaries (a Company Subsidiary has a leasehold interest in the “Leased Real Property”), (i) the lease, sublease or license for and all such property is valid, legally binding, enforceable and leases are in full force and effect, except for such noncompliance or failure to be in full force and none of the Company effect that would not reasonably be expected to have, individually or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the a Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 1 contract
Properties. (i) The Company does not own any and its subsidiaries have good and marketable title in fee simple to, or a valid leasehold interest in, all real property. Except in any such case as has not had and would not reasonably be expected to have, individually or property described in the aggregateSEC Documents as owned by them (the “Company Properties”), a Material Adverse Effect on and good and marketable title to all personal property owned by them that are material to the business of the Company, in each case free and clear of all liens, encumbrances, security interests and defects except such as are described in the SEC Documents or such as do not materially affect the value of such property and do not materially interfere with respect the use made and proposed to the real be made of such property leased, subleased or licensed to by the Company or and its Subsidiaries subsidiaries; and any Company Property, buildings and equipment held under lease by the Company and its subsidiaries and described in the SEC Documents are held by them under valid, subsisting and enforceable leases (such leases, the “Leased Real PropertyCompany Leases”), (i) with such exceptions as are not material and do not materially interfere with the lease, sublease or license for use made and proposed to be made of such property is valid, legally binding, enforceable and in full force and effect, and none of buildings by the Company or and its subsidiaries. Neither the Company nor any of its Subsidiaries subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit terminationLeases, modification or acceleration by any third party thereunderrelating to, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements thatmortgages or other security documents or other agreements encumbering or otherwise recorded against, in the aggregate, Company Properties that would reasonably be expected to interfere with the current usehave a Material Adverse Effect, occupancy or operation thereof; (iii) and neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination subsidiaries knows of any lease event, which but for the passage of time or the giving of notice, or both, would constitute a default under any of such documents or agreements that would reasonably be expected to have a Material Adverse Effect.
(ii) The Company or its subsidiaries have either (i) an owner’s or leasehold title insurance policy, from a nationally recognized title insurance company licensed to issue such policy, on each Company Property located, as the case may be, by the Company or its subsidiaries, that insures the fee or leasehold interest, as the case may be, in the Company Properties, which policies include only commercially reasonable exceptions, and with coverage in amounts at least equal to amounts that are generally deemed in the Company’s industry to be commercially reasonable in the markets where the Company’s Properties are located, or (ii) one or more lender’s title insurance policies insuring the lien of the Leased Real Property mortgages encumbering the Company Properties with coverage, in the aggregate, equal to the maximum aggregate principal amount of indebtedness incurred by the Company or its subsidiaries and secured by the Company Properties.
(each, a iii) The Company and each of its subsidiaries is in compliance with all “Real Property Leaseproperty improvement plans” (“PIPs”) prior required by its franchisors, except for such failures to comply that would not reasonably be expected, in the scheduled expiration of such Real Property Lease; aggregate, to have a Material Adverse Effect.
(iv) Each of the Company Properties complies with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Company Properties), except for such failures to comply that would not, in the aggregate, have a Material Adverse Effect; and neither the Company nor any of its Subsidiaries subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings any pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains condemnation proceeding, zoning change or other proceeding or action that would reasonably be expected to have a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
Appears in 1 contract
Samples: Stock Purchase Agreement (Sunstone Hotel Investors, Inc.)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually result in a material expense or in the aggregate, a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed liability to the Company or its any Company Subsidiary or otherwise interfere in any material respect with the conduct of their respective businesses being conducted on the date hereof, the Company and the Company Subsidiaries have good, valid and marketable title to, or valid leasehold interests in or other comparable contract rights in or relating to all personal properties that are material to the Company’s business on a consolidated basis, and all such personal properties, other than personal properties in which the Company or any Company Subsidiary has a leasehold interest or other comparable contract right, are free and clear of all Liens, except (i) Liens for Taxes not yet due and payable, that are payable without penalty or that are being contested in good faith and for which adequate reserves have been recorded, (ii) Liens for assessments and other governmental charges or landlords’, carriers’, warehousemen’s, mechanics’, repairmen’s, workers’ and similar Liens incurred in the ordinary course of business, (iii) Liens incurred in the ordinary course of business in connection with workers’ compensation, unemployment insurance and other types of social security or in the ordinary course of business to secure the performance of tenders, statutory obligations, surety and appeal bonds, bids, leases, government contracts, performance and return of money bonds and similar obligations and (iv) Liens that are not reasonably likely to adversely interfere in a material way with the current use of the properties or assets encumbered thereby (collectively, “Permitted Liens”).
(b) Except as would not reasonably be expected to result in a material expense or liability to the Company or any Company Subsidiary or otherwise interfere in any material respect with the conduct of their respective businesses being conducted on the date hereof:
(i) (x) the Company or a Company Subsidiary has good and marketable fee simple title to, and holds a policy of title insurance (which policy of title insurance, to the knowledge of the Company, is valid and effective) on, all of the real property owned by the Company or any of the Company Subsidiaries (the “Leased Owned Real Property”), free and clear of all Liens (iother than Permitted Liens), (y) neither the lease, sublease Company nor any Company Subsidiary has leased or license for otherwise granted to any person the right to use or occupy all or any material portion of such property is valid, legally binding, enforceable and in full force and effectOwned Real Property, and none of (z) neither the Company nor any Company Subsidiary has granted any outstanding options, rights of first refusal, rights of first offer or other third party rights to purchase such Owned Real Property or any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; material portion thereof,
(ii) to the knowledge of the Company, the improvements located Company or a Company Subsidiary has a good and valid leasehold or other occupancy interest in all real property subject to a Company Lease (such leased real property, together with the Leased Owned Real Property (Property, the “ImprovementsReal Property”) are in good repair ), free and operating condition, subject only to ordinary wear and tearclear of all Liens (other than Permitted Liens), and are adequate each Company Lease is valid, binding and suitable for enforceable on the purposes for which they are presently being used Company or held for usethe Company Subsidiary, as the case may be, and, to the knowledge of the Company, there are no facts each other party thereto and is in full force and effect, except for those Company Leases that pursuant to their terms have expired or conditions been terminated (other than termination by one party to a Company Lease for breach by another party to such Company Lease), and except that such enforceability may be (i) limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws of general application relating to or affecting creditors’ rights generally and (ii) subject to general equitable principles (whether considered in a proceeding in equity or at law),
(iii) none of the Company or any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from of any Governmental Authority that default under any portion Company Lease, which default continues on the date of this Agreement, and to the knowledge of the Leased Company, there is no event that with the giving of notice or the passage of time would constitute a default under any Company Lease,
(iv) to the knowledge of the Company, all buildings, facilities, structures and fixtures included in the Real Property (giving due account to the age and length of use of same, ordinary wear and tear excepted) are in good operating condition and repair (except for ordinary, routine maintenance and repairs that are not material in nature or any of the Improvements located thereon currently violates any Applicable Laws in any material respectcost), including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and and
(v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against (i) appropriation, condemnation, eminent domain or like proceedings related to the Real Property or (ii) proceedings to change the zoning classification, variance, special use, or other applicable land use law of any portion of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
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Properties. The (A) As of the date of this Agreement and the Forward Contract, the Company owns either directly or indirectly through its subsidiaries, 865 properties (the “Properties”). To the Company’s knowledge, none of the Company, the Operating Partnership or any of their subsidiaries is in violation of any municipal, state or federal law, rule or regulation concerning any of their Properties, which violation would reasonably be expected to have a Material Adverse Effect; (B) to the Company’s knowledge, each of the Properties complies with all applicable zoning laws, ordinances and regulations in all material respects and, if and to the extent there is a failure to comply, such failure does not materially impair the value of any of such Properties and will not result in a forfeiture or reversion of title thereof; (C) none of the Company, the Operating Partnership or any of their subsidiaries has received from any governmental authority any written notice of any condemnation of, or zoning change affecting any of, the Properties, and the Company does not own any real property. Except in know of any such case condemnation or zoning change which is threatened and which if consummated would reasonably be expected to have a Material Adverse Effect; (D) the leases under which the Company or any of its subsidiaries leases the Properties as has not had lessor (the “Leases”) are in full force and effect and have been entered into in the ordinary course of business of such entity, except as would not reasonably be expected to have, individually or in the aggregate, have a Material Adverse Effect on the Company, with respect to the real property leased, subleased or licensed to Effect; (E) the Company or and each of its Subsidiaries (subsidiaries has complied with its respective obligations under the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable Leases in all material respects and in full force and effect, and none of the Company or does not know of any of its Subsidiaries is in breach of or default under such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third other party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the CompanyLeases which, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used alone or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregatetogether with other such defaults, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, have a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise controlMaterial Adverse Effect; and (vF) to all liens, charges, encumbrances, claims or restrictions on or affecting the knowledge of assets (including the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 Properties) of the Company Disclosure Letter contains a true and complete list of all Leased Real Propertyits subsidiaries that are required to be disclosed in the Registration Statement and the Prospectus are disclosed therein.
Appears in 1 contract
Properties. The Company does not own any real property. (a) Except in any such case as has not had been, and would not reasonably be expected to havebe, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a Material Adverse Effect whole, the Company or its Subsidiaries have good title to, or valid leasehold interests in, free and clear of all Liens except Permitted Liens, (i) all of the Real Property and (ii) all other property and assets reflected on the CompanyCompany Balance Sheet or acquired after the Company Balance Sheet Date, with respect except, in each case, as have been or will be disposed of since the Company Balance Sheet Date in the ordinary course of business prior to the date of this Agreement or as expressly permitted by this Agreement.
(b) Section 4.14(c) of the Company Disclosure Letter sets forth a list of material real property leased, subleased or licensed to owned by the Company or its Subsidiaries (collectively, the “Leased Owned Real Property”), .
(ic) Section 4.14(c) of the lease, sublease or license for such Company Disclosure Letter sets forth a list of material real property is valid, legally binding, enforceable and in full force and effect, and none of occupied by the Company or any of its Subsidiaries is in breach of or default under such pursuant to a lease, sublease, license or other similar use or occupancy agreement (such real property, the “Leased Real Property” and together with the Owned Real Property, the “Real Property”). Except as has not been, and would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole, (i) each lease or sublease or licenseother agreement (each, together with all amendments or modifications thereto and no event has occurred whichguaranties thereof, with notice, lapse of time or both, would constitute a breach or default by any of “Material Real Property Lease”) under which the Company or any of its Subsidiaries uses or permit terminationoccupies any such Leased Real Property is valid and binding against the Company and any of its Subsidiaries party thereto, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) and to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tearany other party thereto, and are adequate is in full force and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; effect and (iiiii) neither the Company nor any of its Subsidiaries is currently participating in Subsidiaries, nor to the Company’s knowledge any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, other party to a “Material Real Property Lease”) prior , has violated any provision of, or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default under the scheduled expiration provisions of such Material Real Property Lease; (iv) neither . Neither the Company nor any of its Subsidiaries has received written any notice from in writing that it has breached, violated or defaulted under any Governmental Authority that any portion Material Real Property Lease where such breach, violation or default remains uncured.
(d) The Real Property is all of the Leased Real Property or any material real property that is used in connection with the conduct of the Improvements located thereon business as currently violates any Applicable Laws conducted. Except as set forth in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (vSection 4.14(d) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains Letter, as of the date hereof, neither the Company nor any Subsidiary of the Company is a true and complete list party to any agreement providing principally for the purchase or sale of all Leased Real Propertyany material real property or interest therein for an amount in excess of $2 million.
Appears in 1 contract
Properties. The Company does (a) As of the date of this Agreement, the Perfection Certificate sets forth the address of each parcel of real property (or each set of parcels that collectively comprise one operating property) that is owned or leased by each Loan Party.
(b) Each of Amscan and each of the Subsidiaries has good fee simple title to or rights to purchase, or valid leasehold interests in, or easements or other limited property interests in, all its Real Estate Assets (including any Mortgaged Properties) and has good and marketable title to its personal property and assets, in each case, except for defects in title that do not own materially interfere with its ability to conduct its business as currently conducted or to utilize such properties and assets for their intended purposes and except where the failure to have such title would not reasonably be expected to have a Material Adverse Effect. All such properties and assets are free and clear of Liens, other than (i) Permitted Liens, (ii) Liens arising by operation of law and (iii) minor defects in title that do not materially interfere with the ability of Holdings and its Subsidiaries to conduct their businesses.
(c) As of the Closing Date, no Responsible Officer of Holdings, Amscan or any real property. Except Subsidiary has received any written notice of, nor has any knowledge of, any pending or contemplated condemnation proceeding affecting any of the Mortgaged Properties or any sale or disposition thereof in lieu of condemnation.
(d) To the knowledge of each Responsible Officer of Amscan, as of the Closing Date, neither Amscan nor any Subsidiary is obligated under any right of first refusal, option or other contractual right to sell, assign or otherwise dispose of any Mortgaged Property or any interest therein.
(e) To the knowledge of each Responsible Officer of Amscan, each of Amscan and each of the Subsidiaries has complied with all obligations under all leases to which it is a party, except where the failure to comply would not reasonably be expected to have a Material Adverse Effect, and all such case as has not had leases are in full force and effect, except leases in respect of which the failure to be in full force and effect would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Effect.
(f) Each of Amscan and the CompanySubsidiaries owns or possesses, or is licensed to use, all patents, trademarks, service marks, trade names and copyrights and all licenses and rights with respect to the real property leasedforegoing, subleased or licensed to necessary for the Company or present conduct of its Subsidiaries (business, without any conflict with the “Leased Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effectrights of others, and none of free from any burdensome restrictions on the Company or any present conduct of its Subsidiaries is in breach of business, except where such failure to own, possess or default under hold pursuant to a license or such leaseconflicts and restrictions would not reasonably be expected to have, sublease individually or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, and, to the knowledge of the Company, there are no facts or conditions affecting any of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in any discussions or negotiations regarding termination of any lease of the Leased Real Property (each, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real PropertyMaterial Adverse Effect.
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Properties. The Company does not own Except for any real property. Except in any such case exceptions to the following as has not had and would not reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect on the Company, with respect : (i) each of the Company and its Subsidiaries has good and valid fee simple title to the real property leasedowned by it (the "OWNED REAL Property"), subleased free and clear of all Liens other than Permitted Liens (as defined in SECTION 8.11(G)); (ii) each of the Company and its Subsidiaries has valid leasehold interests in the real property leased (as landlord or licensed as tenant) by or from it (the "LEASED REAL PROPERTY", and together with the Owned Real Property, the "REAL PROPERTY"), free and clear of all Liens other than Permitted Liens; (iii) all leases pursuant to which the Company or any of its Subsidiaries leases (the “Leased as landlord or as tenant) any Real Property”), (i) the lease, sublease or license for such property is valid, legally binding, enforceable and Property are in full force and effect, effect and none grant in all respects the leasehold estates or rights of occupancy or use they purport to grant; and (iv) the Company and its Subsidiaries have not received any notice of any default either on the part of the Company or any of its Subsidiaries is in breach of or default under any such lease, sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default by any of the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, lease and, to the knowledge of the Company, there are no facts event has occurred which, with notice or conditions affecting any the lapse of time, or both, would constitute a default on the part of the Improvements that, in the aggregate, would reasonably be expected to interfere with the current use, occupancy Company or operation thereof; (iii) neither the Company nor any of its Subsidiaries is currently participating in under any discussions or negotiations regarding termination of any lease of the Leased Real Property (eachsuch leases. Funding, a “Real Property Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge wholly owned Subsidiary of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any has good and valid fee simple title to the Company's headquarters location at 17207 North Perimeter Drive, Scottsdale, Arizona, and the Company has good and valid fee simple title to the 3.6 acres of the Leased Real Property. real property described on Section 5.19 3.1(r) of the Company Disclosure Letter contains a true Schedule, in each case, free and complete list clear of all Leased Real PropertyLiens other than Permitted Liens.
Appears in 1 contract
Samples: Merger Agreement (Franchise Finance Corp of America)
Properties. The Company does not own any real property. (a) Except in any such case as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect Effect, the Company and its Subsidiaries have good and valid fee simple title, free and clear of all Liens (other than Permitted Liens), to, or valid leasehold interests in, all property and assets reflected on the CompanyCompany Balance Sheet or acquired after the Company Balance Sheet Date, with respect to except as have been disposed of since the Company Balance Sheet Date in the ordinary course of business.
(b) Section 4.14(b) of the Company Disclosure Schedule sets forth a complete and correct list, as of the date hereof, of the location of each parcel of material real property leased, subleased or licensed to owned by the Company or and its Subsidiaries (the “Leased Owned Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the lease, sublease or license for such property is valid, legally binding, enforceable and in full force and effect, and none of the Company or any of its Subsidiaries is in breach of has leased or default under such lease, sublease otherwise granted to any Person any right to occupy or license, and no event has occurred which, with notice, lapse of time possess or both, would constitute a breach or default by otherwise encumber any material portion of the Company or its Subsidiaries or permit terminationOwned Real Property, modification or acceleration by any third party thereunder, or prevent the consummation of the transactions contemplated by this Agreement; (ii) to the knowledge of the Company, the improvements located in the Leased Real Property (the “Improvements”) there are in good repair and operating condition, subject only to ordinary wear and tear, and are adequate and suitable for the purposes for which they are presently being used or held for use, andno pending or, to the knowledge of the Company, there are no facts threatened condemnation or conditions eminent domain proceedings or their local equivalent affecting or relating to any of the Improvements thatOwned Real Property, (iii) the present use of the land, buildings, structures and improvements on the Owned Real Property, including the conduct of the business thereon, as currently conducted, are in conformity with applicable building codes, zoning, subdivision or other land use or similar laws, regulations or ordinances, and any deed restrictions, in all material respects and (iv) no condemnation, zoning or other similar proceeding is pending or threatened against any Owned Real Property.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, would reasonably be expected to interfere with a Company Material Adverse Effect, (i) each lease, sublease or license (the current use“Leases”, occupancy each, a “Lease”) under which the Company or operation thereof; any of its Subsidiaries leases, subleases or licenses any real property is valid and in full force and effect and (iiiii) neither the Company nor any of its Subsidiaries Subsidiaries, nor to the Company’s knowledge any other party to a Lease, is currently participating in any discussions or negotiations regarding termination violation of any lease provision of the Leased Real Property (each, a “Real Property any Lease”) prior to the scheduled expiration of such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries has received written notice from any Governmental Authority that any portion of the Leased Real Property or any of the Improvements located thereon currently violates any Applicable Laws in any material respect, including those laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; and (v) to the knowledge of the Company, there are no condemnation or eminent domain proceedings pending or threatened against any of the Leased Real Property. Section 5.19 of the Company Disclosure Letter contains a true and complete list of all Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Chemtura CORP)
