Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 3 contracts
Samples: Merger Agreement (SI Financial Group, Inc.), Merger Agreement (United Financial Bancorp, Inc.), Merger Agreement (New England Bancshares, Inc.)
Properties. The Company or one of its Subsidiaries (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property the properties and assets (A) reflected in the 2007 Balance Sheet as being owned by it the Company or one of its Subsidiaries (including other than any property such properties or assets sold or disposed of since such date in the ordinary course of business consistent with past practice) or (B) acquired in after January 31, 2007 which are material to the Company's business on a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)consolidated basis, in each case free and clear of any Liens except (iall Liens. Except as set forth in Section 3.01(l) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto Company Disclosure Schedule, the Company or affected thereby. Each lease pursuant one of its Subsidiaries has good and valid leasehold interests in all real property leases, subleases and occupancy agreements to which the Company or any of its Subsidiaries is a party (the "Leases") and is in sole possession of the properties purported to be leased thereunder. Except as lesseeset forth in Section 3.01(l) of the Company Disclosure Schedule, leases real or personal property each Lease is valid and in full force and effect and constitutes a legal, valid and binding obligation of, and is legally enforceable against, the respective parties thereto. Except as set forth in Section 3.01(l) of the Company Disclosure Schedule, there is no uncured breach, and no default exists, on the part of landlord under any of the Leases, and the Company has no knowledge of breach or default or any event, condition or state of facts, which with the giving of notice or the passage of time, or both, would constitute a breach or default by the Company or any of its Subsidiaries under any Lease. There is no suit, action, arbitration or other proceeding with respect to the Company and Leases or the Subsidiaries and neither premises leased under the Leases. Neither the Company nor or any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation Subsidiaries has received notice and does not otherwise have knowledge of any material provisions of pending, threatened or contemplated condemnation proceeding affecting any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property premises owned or leased by the Company or any of its Subsidiaries are or any part thereof or of any sale or other disposition of any such owned or leased premises or any part thereof in all material respects in a good state lieu of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by condemnation. The real property leased to the Company to be adequate for or any of its Subsidiaries under the current business of Leases encompasses all real property used by the Company and its Subsidiaries. To , and neither the knowledge Company nor or any of the Company, none of the buildings, structures or other improvements located on its Subsidiaries owns any real property owned and does not have any options to purchase real property. The landlord under each of the Leases has performed all initial improvements required to be performed by it under such Lease and all tenant improvements allowances have been paid to the Company or leased any of its Subsidiaries as tenant under such Lease. All insurance required to be maintained by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and under each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries Leases is in default under the terms of any such leasefull force and effect.
Appears in 3 contracts
Samples: Merger Agreement (Somanta Pharmaceuticals Inc.), Merger Agreement (Access Pharmaceuticals Inc), Merger Agreement (Access Pharmaceuticals Inc)
Properties. Except in any such case as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on the Company: (i) A list of all with respect to the real property owned or leased by the Company or a Subsidiary of its Subsidiaries (the “Owned Real Property”), the Company is set forth in the Company’s Disclosure Letter. The Company and each or one of its Subsidiaries Subsidiaries, as applicable, has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)the Owned Real Property, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and Lien; (ii) with respect to the real property leased, subleased or licensed to the Company or its Subsidiaries (the “Leased Real Property”), the lease, sublease or license for such easementsproperty is valid, restrictions binding, enforceable on the Company (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and encumbrances, if any, as are not material other laws affecting creditors’ rights generally and general principles of equity) and in character, amount or extentfull force and effect, and do not materially detract from the value, or materially interfere with the present use none of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real is in breach of or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any default under such lease, is in sublease or license, and no event has occurred which, with notice, lapse of time or both, would constitute a breach or default or in violation by any of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent, materially delay or, as of the date of this Agreement, materially impair the consummation of the transactions contemplated by this Agreement; and (iii) all buildings, structures, fixtures and improvements included within the Owned Real Property or Leased Real Property (the “Improvements”) are in all material respects in a good state of maintenance repair and repair (normal operating condition, subject only to ordinary wear and tear excepted)tear, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate and suitable for the current business of the Company purposes for which they are presently being used or held for use, and its Subsidiaries. To to the knowledge of the Company, none there are no facts or conditions affecting any of the buildingsImprovements that, structures or other improvements located on any real property owned or leased by in the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title aggregate, would reasonably be expected to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto current use, occupancy or affected therebyoperation thereof. With respect to personal property used in the business Section 4.19 of the Company Disclosure Schedule contains a true and its Subsidiaries that is leased rather than owned, neither the Company nor any complete list of its Subsidiaries is in default under the terms of any such leaseall Owned Real Property or Leased Real Property.
Appears in 3 contracts
Samples: Merger Agreement (Energizer Holdings Inc), Merger Agreement (Energizer Holdings Inc), Merger Agreement (Playtex Products Inc)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgeKnowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 3 contracts
Samples: Merger Agreement (MSB Financial Corp), Merger Agreement (Kearny Financial Corp.), Merger Agreement (Clifton Bancorp Inc.)
Properties. (ia) A list Except as set forth on the Liens Schedule, the Company or its Subsidiaries owns good title to, or holds pursuant to valid and enforceable leases, all of all real the tangible personal property shown to be owned or leased by it on the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Latest Balance Sheet, in each case free and clear of any Liens all Liens, except for Permitted Liens.
(ib) liens for Taxes not yet due and payable and The real property demised by the leases described on the Leased Real Property Schedule (iithe “Leased Real Property”) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use constitutes all of the properties subject thereto or affected thereby. Each lease pursuant to which real property leased by the Company or any of and its Subsidiaries as lesseeSubsidiaries. The Leased Real Property leases are legal, leases real or personal property is valid valid, binding, enforceable and in full force and effect effect, and the Company or one of its Subsidiaries holds a valid and existing leasehold interest under each such lease, except as enforceability may be limited by bankruptcy Laws, other similar Laws affecting creditors’ rights and general principles of equity affecting the availability of specific performance and other equitable remedies. The Company has delivered or made available to the Company Purchaser complete and accurate copies of each of the Subsidiaries leases described on the Leased Real Property Schedule, and neither none of such leases have been modified in any material respect, except to the extent that such modifications are disclosed by the copies delivered or made available to the Purchaser. Neither the Company nor any of its applicable Subsidiaries, nor, nor to the Knowledge of the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions respect under any of any such lease. The Company leases, and no event has previously delivered to Purchaser occurred which with notice or lapse of time would constitute a complete and correct copy of each such lease. All real property owned material breach or leased default by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)applicable Subsidiary, conform in all material respects with all applicable ordinancesnor, regulations and zoning laws and are considered by to the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or any other improvements located on party to any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waysuch lease.
(iic) The Company and each of its Subsidiaries has good and marketable title to all tangible personal Except as set forth on the Owned Real Property Schedule (the real property owned by itset forth therein, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned“Owned Real Property”), neither the Company nor any of its Subsidiaries owns any real property. With respect to each Owned Real Property: (A) the Company or one of its Subsidiaries (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all liens and encumbrances, except Permitted Liens, (B) except as set forth in the Owned Real Property Schedule, neither the Company nor any Subsidiary has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) other than the right of Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such 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 or interest therein. Except as set forth in default under the terms Owned Real Property Schedule, the buildings and improvements of the Company and each of its Subsidiaries located upon or used in connection with the Owned Real Property are operated in all material respects in conformity with all applicable laws and regulations. Except as described in the Owned Real Property Schedule, the Owned Real Property complies in all material respects with all zoning, building, subdivision, land sales or similar law, rule, ordinance or regulation, including the American With Disabilities Act of 1990, all as the same are amended from time to time and all orders and regulations promulgated thereto. There are no condemnation proceedings or eminent domain proceedings of any kind pending, or, to the Knowledge of the Company, threatened against the Owned Real Property. To the Knowledge of the Company, there are no facts or circumstances that would prevent the Owned Real Property from being occupied by the Purchaser, the Company its Subsidiaries or any of their respective Affiliates, as the case may be, after the Closing in the same manner as occupied by the Company or such leaseSubsidiary immediately prior to the Closing. The Company or applicable Subsidiary which owns the Owned Real Property has complied in all material respects with all landlord obligations to tenants and third parties, and there are no outstanding tenant improvements or other obligations. The rent received and any security deposit held, if any, are accurately reflected in the Financial Statements.
(d) The Owned Real Property and the Leased Real Property constitute all of the real property used or occupied by the Company and its Subsidiaries in connection with the conduct of their respective businesses.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Amag Pharmaceuticals Inc.)
Properties. (ia) A Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 3.11(b) of the Company Letter sets forth a true, correct and complete list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company leases, subleases and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant other occupancy arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the “Real Property Leases”). Each premises subject to a Real Property Lease is hereinafter referred to as lesseea “Leased Property.” The Company has made available to Parent a true, leases real or personal property is valid correct and in full force and effect as to the Company and the Subsidiaries and neither complete copy of each Real Property Lease. Neither the Company nor any of its SubsidiariesSubsidiaries has transferred, nor, to the Company’s knowledge, mortgaged or assigned any other party to interest in any such leaseReal Property Lease, is in default or in violation of any material provisions of any such lease. The Company nor has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or nor any of its Subsidiaries are subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. With respect to each Real Property Lease: (i) such Real Property Lease is in all material respects in a good state of maintenance full force and repair (normal wear effect and tear excepted), conform in all material respects with all applicable ordinances, regulations is valid and zoning laws and are considered by the Company to be adequate for the current business of binding on the Company and its Subsidiaries. To , as applicable and, to the knowledge Knowledge of the Company, none each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of the buildings, structures equity (regardless of whether enforcement is sought in a proceeding at equity or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
law); (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material respect and, to the terms Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such leaseReal Property Lease; (v) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease; (vi) there is no pending, or to the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws.
(c) Each of the Company and its Subsidiaries, in all material respects, (i) has good and valid title to all of its properties, assets and other rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in each case, except for Permitted Encumbrances.
Appears in 2 contracts
Samples: Merger Agreement (Churchill Downs Inc), Merger Agreement (Youbet Com Inc)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens Liens, except (i) those items which secure liabilities for public or statutory obligations or any discount with, borrowing from or other obligations to FHLB, inter-bank credit facilities, reverse repurchase agreements or any transaction by a Subsidiary acting in a fiduciary capacity, (ii) liens for Taxes not yet due and payable and (iiiii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Knowledge of the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way. The Company’s leases and commitments to lease constitute or will constitute operating leases for both tax and financial accounting purposes and the lease expense and minimum rental commitment with respect to such leases and lease commitments are as disclosed in all material respects in the notes to the Company Financial Statements. The Company’s Disclosure Letter identifies each real estate lease that will require the consent of the lessor or its agent as a result of the Merger or the Bank Merger by virtue of the terms of any such lease, identifying the section of the lease that contains such prohibition or restriction.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Berkshire Hills Bancorp Inc), Merger Agreement (SI Financial Group, Inc.)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(iia) The Company and each of its Subsidiaries has good and marketable fee title to, or valid leasehold interests in, all of their tangible properties and tangible assets which are reflected on the Company Balance Sheet, or which are, individually or in the aggregate, material to the business or financial condition of the Company. All such assets and properties, other than assets and properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens
(b) Neither the Company nor any of its Subsidiaries owns any real property. Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property leased by the Company or any of its Subsidiaries involving annual rental payments in excess of $100,000.
(c) The Company or its Subsidiary, as applicable, holds all rights, title and interest of the tenant to all tangible personal real property owned leased by itthe Company or its Subsidiaries, free and clear of all Liens any encumbrances created by the Company against its leasehold interest (except Permitted Liens). Each lease relating to such Liensleased real property has been duly authorized and executed by the Company or such Subsidiary, if any, that are not material in character, amount or extentas applicable, and that do not materially detract from the valueis in full force and effect, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in any material default under any of said leases nor, to the terms knowledge of the Company, is any other party to such leaseleases in material default.
(d) All tangible assets owned or leased by the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.
Appears in 2 contracts
Samples: Merger Agreement (Packeteer Inc), Merger Agreement (Blue Coat Systems Inc)
Properties. (a) Section 4.19(a) of the Company Disclosure Letter sets forth a list of the address of each real property, name of the entity owning or leasing, whether such property is owned, leased, ground leased or subleased and all such real property interests, together with all right title and interest of the Company and any of its Subsidiaries in and to (i) A all buildings, structures and other improvements and fixtures located on or under such real property and (ii) 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 4.19(a) of the Company Disclosure Letter sets forth a list of all the address of each facility and real property owned or leased which, as of the date of this Agreement, is under contract by the Company or a Company Subsidiary for purchase or which is required under a written agreement to be leased or subleased by the Company or a Company Subsidiary after the date of this Agreement. Except as set forth on Section 4.19(a) of the Company Disclosure Letter, there are no real properties that Company or any of its Subsidiaries is obligated to buy, lease or sublease at some future date. None of the Company or any of its Subsidiaries owns or leases any real property which is not set forth on Section 4.19(a) of the Company Disclosure Letter.
(b) The Company or a Company Subsidiary owns good and valid fee simple title (with respect to jurisdictions that recognized such form of title or substantially similar title with respect to all other jurisdictions) or leasehold title (as applicable) to each of the Company Properties, in each case, free and clear of Liens, except for Permitted Liens that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(i) Neither the Company nor any of its Subsidiaries has received (x) written notice that any certificate, permit or license 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, individually or in the aggregate, would not reasonably be expected to have 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 a Company Material Adverse Effect, or (y) written notice of any uncured violation of any Laws affecting any of the Company Properties which, individually or in the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
(ii) 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 is set forth in has received written notice to the effect that there are any condemnation proceedings that are pending or, to the knowledge of the Company’s Disclosure Letter. The , threatened in writing with respect to any material portion of any of the Company Properties.
(d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and each improvements on any of the Company 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 the Company Properties has failed to be obtained or is not in full force and effect, and neither the Company nor any of its Subsidiaries has good received written notice of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license, except for any of the foregoing as, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect.
(e) Section 4.19(e) of the Company Disclosure Letter sets forth, as of June 25, 2015, the aggregate monthly rent and marketable title security deposit amounts held for each Company Property other than any Company Property where the Company is a tenant (other than ground leases). Except for discrepancies, errors or omissions that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent roll summary attached to Section 4.19(e) of the Company Disclosure Letter, correctly references the corresponding property with respect to each lease or sublease in effect on the date shown therein, the “Company Leases”.
(f) True and complete copies in all real property owned by it material respects of (including i) all ground leases affecting the interest of the Company or any property acquired of its Subsidiaries in a judicial foreclosure proceeding the Company Properties and (ii) the Company Leases with aggregate annual rent payments to the Company or by way its Subsidiaries in excess of a deed in lieu of foreclosure or similar transferTwo Million Five Hundred Thousand U.S. Dollars ($2,500,000), in each case free in effect as of the date of this Agreement (the “Material Company Leases”), have been made available to Parent. Except as set forth on Section 4.19(f) of the Company Disclosure Letter, or as individually or in the aggregate, would not reasonably be expected to have 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 Material Company Lease, (2) no event has occurred which would result in a breach or violation of, or a default under, any Material Company Lease 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 and clear no tenant under a Material Company Lease is in monetary default under such Material Company Lease, and (3) each Material Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to the Company or a Company Subsidiary and, to the knowledge of the Company, with respect to the other parties thereto, except as may be limited by the Enforceability Exceptions; provided, that for the purposes of clause (1) and (2) above, no tenant will be deemed to be in monetary breach, violation or default under such Material Company Lease if such monetary breach, violation or default has continued for a period of less than sixty (60) days and is with respect to an amount less than Fifty Thousand U.S. Dollars ($50,000).
(g) As of the date of this Agreement, no purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement.
(h) Except for Permitted Liens except and as set forth in Contracts made available to Parent prior to the date hereof, (i) liens for Taxes not yet due and payable there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Property or any portion thereof that would materially adversely affect the Company’s, or any of its Subsidiaries’, ownership, ground lease or right to use a Company Property subject to a Material Company Lease, and (ii) such easementsthere are no agreements to enter into any contract for sale, restrictions and encumbrancesground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, if anywhich, as are not material in charactereach case, amount is in favor of any party other than the Company or extenta Company Subsidiary (a “Company Third Party”).
(i) Except pursuant to a Company Lease or any ground lease affecting any Company Property, and do not materially detract from neither the value, or materially interfere with the present use Company nor any of the properties subject thereto or affected thereby. Each lease its Subsidiaries is a party to any agreement pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to manages the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation development of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the for any Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayThird Party.
(iij) The Company and each Company Subsidiary, as applicable, is in possession of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount insurance policies or extent, and that do not materially detract from the value, or materially interfere valid marked-up title commitments evidencing title insurance with the present use of the properties subject thereto or affected thereby. With respect to personal property used each Company Property (each, a “Company Title Insurance Policy” and, collectively, the “Company Title Insurance Policies”). No written claim has been made against any Company Title Insurance Policy, which, individually or in the business of the aggregate, would reasonably be expected to have a Company Material Adverse Effect.
(k) The Company and its Subsidiaries that is leased rather than have good and valid title to, or a valid and enforceable leasehold interest in, or other right to use, all personal property owned, neither 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 nor Material Adverse Effect. 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 that would not reasonably be expected to have a Company Material Adverse Effect.
(l) The Company and its Subsidiaries is in default under the terms (A) have not received written notice of any structural defects, or violation of Law, relating to any Company Properties which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and (B) have not received written notice of any physical damage to any Company Properties which would have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect for which there is not insurance in effect covering the cost of the restoration and the loss of revenue.
(m) Section 4.19(m) of the Company Disclosure Letter lists the parties currently providing third-party property management services to the Company Properties and the number of Company Properties currently managed by each such leaseparty.
Appears in 2 contracts
Samples: Merger Agreement (Chambers Street Properties), Merger Agreement (Gramercy Property Trust Inc.)
Properties. (i) A list and description of all real property owned or leased by the Company CNB Financial or a Subsidiary of the Company CNB Financial is set forth in the CompanyCNB Financial’s Disclosure Letter. The Company CNB Financial and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company CNB Financial or any of its Subsidiaries as is lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company CNB Financial nor any of its Subsidiaries, nor, to the CompanyCNB Financial’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a A complete and correct copy of each such leaselease has been provided or made available to United Financial Bancorp. All real property owned or leased by the Company CNB Financial or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company CNB Financial to be adequate for the current business of the Company CNB Financial and its Subsidiaries. To the knowledge of the CompanyCNB Financial, none of the buildings, structures or other improvements located on any real property owned or leased by the Company CNB Financial or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company CNB Financial and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company CNB Financial and its Subsidiaries that is leased rather than owned, neither the Company CNB Financial nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (CNB Financial Corp.), Merger Agreement (United Financial Bancorp, Inc.)
Properties. (ia) A Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 3.14(b) of the Company Disclosure Letter contains a true and complete list of all material real property owned leased or leased subleased (whether as tenant or subtenant) by the Company or a any Subsidiary (including the improvements thereon, the “Leased Real Property”). The Leased Real Property constitutes all of the real property utilized in connection with the Company is set forth Business or the business of any of the Subsidiaries.
(c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property, each free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business, true, correct and complete copies of which have been provided to Parent.
(d) Each Lease is in full force and effect and is valid and enforceable in accordance with its terms, except that (i) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. There is no material default under any Lease either by the Company or any of its Subsidiaries or, to the Knowledge of the Company’s Disclosure Letter, 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 material default by the Company or any of its Subsidiaries thereunder. Neither the Company nor any of its Subsidiaries has assigned (collaterally or otherwise) or granted any other security interest in any of the Leases or any interest therein.
(e) To the Knowledge of the Company, there are no pending or threatened condemnation or eminent domain proceedings that affect any Leased Real Property. The Company has not received any written notice of the intention of any Governmental Entity or other Person to take any Leased Real Property.
(f) The Company and each of its Subsidiaries Subsidiary has good title to, or a valid and marketable title to binding leasehold interest in, all real of the material personal property owned or used by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)it, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any all Encumbrances other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waythan Permitted Encumbrances.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Meade Instruments Corp), Merger Agreement (Meade Instruments Corp)
Properties. (ia) A Section 4.17(a) of the Company Disclosure Letter sets forth a list of all the address and common name of each Company Property and identifies each Company Property under which Company or any Company Subsidiary is a lessee or sublessee, including any Company Property in which Company or any Company Subsidiary holds any air rights. Section 4.17(a) of the Company Disclosure Letter sets forth a list of the real property owned or leased which, as of the date of this Agreement, is under contract to be purchased by the Company or a Company Subsidiary after the date of this Agreement or that is required under a binding contract to be leased or subleased by Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. There are no real properties that either Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date. Section 4.17(a) of the Company is set Disclosure Letter sets forth in a list of the Company’s Disclosure Letter. The mortgage notes receivables and commercial mortgage backed and similar securities owned by Company or any Company Subsidiary.
(b) Either Company or a Company Subsidiary owns good and valid fee simple title or leasehold title (as applicable) or air rights to each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)the Company Properties, in each case case, free and clear of Liens, except for Company Permitted Liens none of which Company Permitted Liens have had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Section 4.17(b) of the Company Disclosure Letter describes the material Company Permitted Liens which are being contested in good faith by appropriate proceedings.
(c) Neither Company nor any Liens except of the Company Subsidiaries has received (i) liens for Taxes not yet due and payable and (ii) such easementswritten notice that any certificate, restrictions and encumbrances, if any, as are not material in character, amount permit or extent, and do not materially detract license from the value, or materially interfere with the present use any Governmental Authority having jurisdiction over any of the properties subject thereto Company Properties or affected thereby. Each lease pursuant any agreement, easement or other right of an unlimited duration that is necessary to which 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 its Subsidiaries as lessee, leases real or personal property the Company Properties is valid and 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, 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 had or would reasonably be expected to have a Company Material Adverse Effect.
(d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use and operation of the Subsidiaries buildings and improvements on any of the Company Properties as currently used and operated 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 the Company Properties has failed to be obtained or is not in full force and effect, and neither the Company nor any Company Subsidiary has received written notice of its Subsidiariesany outstanding threat of modification or cancellation of any such certificate, norvariance, permit or license, 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.
(e) No condemnation, eminent domain or similar proceeding or rezoning proceeding has occurred or is pending with respect to any owned or ground leased Company Property, and, to the Knowledge of Company’s knowledge, any other party no (i) condemnation or rezoning proceedings are threatened with respect to any such leaseof the Company Properties and (ii) no zoning regulation or ordinance (including with respect to parking), is Board of Fire Underwriters rules, building, fire, health or other Law has been violated (and remains in default violation) for any Company Property.
(f) Except for discrepancies, errors or omissions that, individually or in violation the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, the rent rolls for each of any material provisions the Company Properties, as of any such lease. The Company has December 31, 2013, which rent rolls have previously delivered to Purchaser a complete and correct copy been made available by or on behalf of each such lease. All real property owned or leased by the Company or any Company Subsidiary to Parent (including an indication of its Subsidiaries whether any Company Property is subject to net leases), are true and correct in all respects and (i) correctly reference each lease or sublease that was in effect as of December 31, 2013, and to which Company or a Company Subsidiary is a party as lessor or sublessor with respect to each of the Company Properties and (ii) identify the rent payable under the Company Lease as of such date. Company has provided or made available to Parent a list of all security deposit amounts currently held under the Company Leases and such security deposits are in the amounts required by the applicable Company Lease and which security deposits have been held and applied in all material respects in a good state of maintenance accordance with Law and repair the applicable Company Leases.
(normal wear g) True and tear excepted), conform complete (in all material respects with respects) copies of all applicable ordinances, regulations and zoning laws and are considered by (x) ground leases affecting the interest of Company or any Company Subsidiary in the Company Properties and (y) Company Leases for real property in excess of 10,000 square feet (the “Material Company Leases”), in each case in effect as of the date hereof, have been made available to Parent. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) neither Company nor any Company Subsidiary is and, to the Knowledge of Company, no other party is in breach or violation of, or default under, any Material Company Lease, (ii) no event has occurred that would result in a breach or violation of, or a default under, any Material Company Lease by Company or any Company Subsidiary, or, to the Knowledge of Company, any other party thereto (in each case, with or without notice or lapse of time) and no tenant under a Material Company Lease is in monetary default under such Material Company Lease, (iii) no tenant under a Material Company Lease is the beneficiary or has the right to become a beneficiary of a loan or forbearance from Company or any Company Subsidiary in excess of $500,000 in the aggregate, and (iv) each Material Company Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect with respect to Company or a Company Subsidiary and, to the Knowledge of Company, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law). Neither Company nor any Company Subsidiary has received written notice from any tenant under any Material Company Lease that such tenant is challenging the calculation of any amounts to be adequate for paid by any such tenant under any Material Company Lease, no tenant under a Material Company Lease is currently asserting in writing a right to cancel or terminate such Material Company Lease prior to the end of the current business term, neither Company nor any Company Subsidiary has received a notice of any insolvency or bankruptcy proceeding involving any tenant under a Material Company Lease and no tenant under a Material Company Lease is in monetary default in an amount in excess of $100,000 relating to the payment of any amounts payable under such Material Company and its SubsidiariesLease. Neither Company nor any Company Subsidiary has received a notice from any tenant under a Material Company Lease that such tenant intends to terminate such tenant’s Company Lease or that such tenant or other party intends to cease operations of such store.
(h) To the knowledge Knowledge of the Company, none there are no material Tax abatements or exemptions specifically affecting any of the buildingsCompany Properties. Neither Company nor any Company Subsidiary has received any written notice of (and Company and Company Subsidiaries do not have any Knowledge of) any proposed increase in the assessed valuation of any Company Property or of any proposed public improvement assessments that, structures in any of the foregoing, will result in the Taxes or assessments payable in the next tax period increasing by an amount material to Company and Company Subsidiaries, considered as a whole, in each case, to the extent such Tax is (i) on a Company Property that is not subject to a Company Lease, (ii) on a Company Property for which Company is not required by the terms of Company Leases to be reimbursed for such Tax and (iii) on a Company Property that is leased to multiple tenants.
(i) As of the date of this Agreement, no purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement.
(j) Except for Company Permitted Liens or as set forth in Company Leases and title documents provided to Parent prior to the date hereof, (i) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other improvements located on rights to purchase or otherwise acquire any Company Property or any portion thereof, and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, which, in each case, is in favor of any party other than Company or a Company Subsidiary (a “Company Third Party”).
(k) Except pursuant to a Company Lease, or any ground lease affecting any Company Property, neither Company nor any Company Subsidiary is a party to any agreement pursuant to which Company or any Company Subsidiary manages or manages the development of any real property owned or leased by the for any Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayThird Party.
(l) Company and each Company Subsidiary, as applicable, are in possession of title insurance policies with respect to each Company Property (each, a “Company Title Insurance Policy” and, collectively, the “Company Title Insurance Policies”). A copy of each Company Title Insurance Policy in Company’s possession 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 be material to any Company Property.
(m) To the Knowledge of Company, Section 4.17(m) of the Company Disclosure Letter lists each Company Property that is (i) under development as of the date hereof (other than normal repair and maintenance), and describes the status of such development as of the date hereof or (ii) subject to a binding agreement for development or commencement of construction by Company or a Company Subsidiary, in each case other than those pertaining to customary capital repairs, replacements and other similar correction or deferred maintenance items in the ordinary course of business.
(n) Section 4.17(n) of the Company Disclosure Letter lists the parties currently providing third-party property management services to Company or a Company Subsidiary and the number of Company Properties currently managed by each such party.
(o) The Company Properties (x) are supplied with utilities and other services as reasonably required for their continued operation as they are now being operated, (y) are, to the Knowledge of Company, in good working order sufficient for their normal operation in the manner currently being operated and without any material structural defects other than as may be disclosed in any physical condition reports that have been made available to Parent, and (z) are, to the Knowledge of Company, adequate and suitable for the purposes for which they are presently being used.
(p) To the Knowledge of Company, each of the 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.
(q) Company and any Company Subsidiaries has have good and marketable valid title to, or a valid and enforceable leasehold interest in, or other right to use, all tangible material personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by it, free tenants and clear 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. None of all Liens except Company’s or any Company Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, if any, except for Company Permitted Liens and Liens that are have not material in character, amount or extent, and that do would not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. reasonably be expected to have a Company Material Adverse Effect.
(r) With respect to personal property used any Company Property that includes or is adjacent to any retail store in the business excess of the Company and its Subsidiaries 30,000 square feet that is leased rather than owned, owned by the operator of such retail store (a “Shadow Anchor”): (i) neither the Company nor any Company Subsidiary has received written notice that such Shadow Anchor intends to sell its property or close the store operated by such Shadow Anchor; and (ii) neither Company nor to the Knowledge of its Subsidiaries is in Company any Shadow Anchor or any other party has received written notice of material default under any reciprocal easement agreement or joint operating agreement or similar agreement that relates to the terms operation of any such leaseCompany Property.
Appears in 2 contracts
Samples: Merger Agreement (Inland Diversified Real Estate Trust, Inc.), Merger Agreement (Kite Realty Group Trust)
Properties. (a) The Company Entities have good title to, or in the case of leased property have valid leasehold interests in, all personal property (tangible or intangible) reflected on the Balance Sheet or acquired after the Balance Sheet Date except for properties sold since the Balance Sheet Date in the Ordinary Course or where the failure to have such good title or valid leasehold interests would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole.
(b) Section 4.17(b) of the Company Disclosure Schedule lists, as of the date hereof, all material real property owned in fee simple by any Company Entity (together with all improvements and fixtures presently or hereafter located thereon or attached or appurtenant thereto, the “Owned Real Property”). No Company Entity owns any material real property other than the Owned Real Property. Sellers have provided true, correct and complete copies of each deed and other instrument (as recorded or registered in the applicable local land records) by which the Company Entities acquired each parcel of Owned Real Property and true, correct and complete copies of each title insurance policy, commitment, opinion, abstract or survey in the possession of the Company Entities with respect thereto. With respect to each parcel of Owned Real Property: (i) A list of all real property owned or leased by the a Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries Entity has good and marketable valid indefeasible fee simple title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itthereto, free and clear of all Liens except such Liens, if anyother than Permitted Liens; (ii) no Company Entity has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof and to the knowledge of Sellers, that there is no Person other than a Company Entity in possession of such Owned Real Property; (iii) there are not material in characterno unrecorded outstanding options, amount or extentrights of first offer, and that do not materially detract from the valuerights of first refusal, or materially interfere other contractual rights to purchase, acquire, sell, assign, or dispose of such Owned Real Property or any portion thereof or interest therein; (iv) there are no ongoing construction projects or alterations affecting such Owned Real Property with the present use an aggregate value of $10 million or more being performed by, or on behalf of, any Company Entity; and (v) no Company Entity has collaterally assigned or granted any other security interest in such Owned Real Property or any portion thereof or interest therein (other than Permitted Liens).
(c) Section 4.17(c) of the properties subject thereto Company Disclosure Schedule sets forth, as of the date hereof, the address of each parcel of real property currently leased, subleased, licensed or affected therebyotherwise occupied by any Company Entity (the “Leased Real Property”). With respect to personal each parcel of Leased Real Property: (i) a Company Entity holds a good, valid and subsisting leasehold, subleasehold or license interest thereto pursuant to the underlying Real Property Lease, free and clear of all Liens, other than Permitted Liens; (ii) to the knowledge of Sellers, there are no material disputes with respect to such underlying Real Property Lease; (iii) no Company Entity has assigned, subleased, licensed or transferred any interest in such Leased Real Property or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof and to the knowledge of Sellers, there is no Person in possession of such Leased Real Property other than the Company Entity party to the Real Property Lease and the applicable Company Entity’s possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed; and (iv) no Company Entity owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to such Real Property Lease. Since January 1, 2020, no Company Entity or, to the knowledge of Sellers, any other party is, or is alleged to be, in material default or breach, under any of the Real Property Leases, except as would not reasonably be expected to be, individually or in the aggregate, material to the Company Entities, taken as a whole.
(d) The Real Property comprises all of the material real property used by the Company Entities in the business operation of their respective businesses as currently conducted, and includes all of the material appurtenances and beneficial easements that are necessary and sufficient for the operation of such businesses as currently conducted.
(e) No material portion of the Real Property has been damaged or destroyed by fire or other casualty that has not been restored and the costs therefor fully paid, except as would not, individually or in the aggregate, be material to the Company Entities, taken as a whole.
(f) Since January 1, 2020, no Seller or Company Entity has received written or, to the knowledge of Sellers, oral, notice of, and there is no pending or, to the knowledge of Sellers, threatened, condemnation, eminent domain, taking, or similar legal proceeding relating to any Real Property or any portion thereof. To the knowledge of Sellers, the use and operation of the Real Property in the conduct of the Company and its Subsidiaries that is leased rather than ownedEntities’ businesses as currently conducted do not violate, neither the Company nor in any of its Subsidiaries is in default under the terms of material respect, any such leaseApplicable Law or any Lien affecting any Real Property.
Appears in 2 contracts
Samples: Equity Purchase Agreement (Cameco Corp), Equity Purchase Agreement (Brookfield Business Corp)
Properties. (iSection 3.7(a)(i) A of the Company Disclosure Letter sets forth a list of all real property currently owned or leased by the Company or a Subsidiary any of its Subsidiaries (the “Owned Real Property”), the date of acquisition, and the approximate square footages of the land and all buildings situated thereon. Except for the Owned Real Property currently owned by the Company or its Subsidiaries, neither the Company nor any of its Subsidiaries has ever owned any real property. Section 3.7(a)(ii) of the Company Disclosure Letter sets forth a list of all real property currently leased, licensed or subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee and the date of the lease, license, sublease or other occupancy right and each amendment thereto. The Owned Real Property and the Leased Real Property shall be collectively referred to herein as the “Real Property”. All such current leases which are material to the Company and its Subsidiaries taken as a whole are in full force and effect, are valid and effective in accordance with their respective terms, and there is set forth in not, under any of such leases, any existing default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or any of its Subsidiaries, or, to the Company’s Knowledge, by any other party thereto. The Company or its Subsidiaries currently occupies all of the Real Property for the operation of its business. No parties other than the Company or any of its Subsidiaries have a right to occupy any material Real Property, except for subleases described in the Company Disclosure LetterLetter pursuant to which third parties have the right to occupy Real Property. The Real Property and the physical assets of the Company and the Subsidiaries are, in all material respects, in good condition and repair and regularly maintained in accordance with standard industry practice and to the Company’s Knowledge the Real Property is in compliance, in all materials respects, with Legal Requirements. Neither the Company nor any of its Subsidiaries will be required to incur any material cost or expense for any restoration or surrender obligations, or any other costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 “Accounting for Asset Retirement Obligations,” upon the expiration or earlier termination of any leases or other occupancy agreements for the Real Property. The Company and each of its Subsidiaries has good and marketable title to performed all real property owned by it (including of its obligations under any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease termination agreements pursuant to which the Company or it has terminated any leases of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries that are no longer in all effect and has no material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects continuing liability with all applicable ordinances, regulations and zoning laws and are considered by the Company respect to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any such terminated real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayleases.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Advanced Digital Information Corp), Merger Agreement (Quantum Corp /De/)
Properties. (a) Section 3.18(a) of the Company Disclosure Letter sets forth a list of the address of each real property (and noting whether such real property is) owned, leased (as lessee or sublessee) (including ground leased) or licensed (as licensee) by the Company or any Company Subsidiary as of the date hereof other than the Corporate Office (all such real property interests, together with all right, title and interest of the Company and any Company Subsidiary in and to (i) A all buildings, structures and other improvements and fixtures located on or under such real property and (ii) all easements, rights and other appurtenances benefitting such real property, are individually referred to herein as a “Company Property” and collectively referred to herein as the “Company Properties”). Section 3.18(a) of the Company Disclosure Letter sets forth a list of all the address of each facility and real property owned or leased which, as of the date hereof, is under contract by the Company or a Company Subsidiary of the Company for purchase or which is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title required under a binding contract to all real property owned by it (including any property acquired in a judicial foreclosure proceeding be leased or by way of a deed in lieu of foreclosure subleased or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased licensed by the Company or a Company Subsidiary after the date hereof. Other than as required by any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedLeases, neither the Company nor any of its Subsidiaries Company Subsidiary is in default under the terms (A) obligated to dispose of any material Company Property or (B) bound by any unexpired option to purchase agreement, right of first refusal or first offer or any other right to purchase, ground lease or otherwise acquire any Company Property.
(b) The Company or a Company Subsidiary is the legal and beneficial owner of, and has good and insurable freehold or fee simple title or valid leasehold title (as applicable) to, each of the Company Properties, in each case, free and clear of Liens except for Company Permitted Liens. For the purposes of this Agreement, “Company Permitted Liens” means (i) Liens securing any Indebtedness set forth in Section 3.18(b)(i) of the Company Disclosure Letter, (ii) Liens that result from any Laws or other Liens for Taxes or assessments that are not delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Company Financial Statements (if such leasereserves are required pursuant to GAAP) or are being contested by a tenant pursuant to, and in compliance with, the procedures set forth in the applicable Company Leases, (iii) Liens arising under any Company Material Contracts or other service contracts, management agreements, leasing commission agreements, or other similar agreements or obligations, (iv) any Company Leases, (v) Liens imposed or promulgated by Law or any Governmental Entity, including zoning regulations, permits and licenses, that (in each case) are not violated by any current use, occupancy or activity conducted by the Company or any Company Subsidiary or permitted by any Company Lease, (vi) Liens that are disclosed on any Company Title Insurance Policies or surveys made available by or on behalf of the Company or any Company Subsidiary to Parent prior to the date hereof and, with respect to the Company Ground Leases, Liens on the underlying fee or leasehold interest of the applicable ground lessor, lessor or sublessor, (vii) any cashiers’, landlords’, workers’, mechanics’, carriers’, workmen’s, repairmen’s and materialmen’s Liens and other similar Liens imposed by Law and incurred in the ordinary course of business that are not yet delinquent or the validity of which is being contested in good faith by appropriate proceedings and for which there are adequate reserves on the Company Financial Statements (if such reserves are required pursuant to GAAP), (viii) Liens which will be released or insured over before Closing, (ix) Liens encumbering deposits made to secure obligations arising from statutory, regulatory, contractual or warranty requirements, including rights of set off, (x) all public roads and highways, (xi) any purchase money Liens and Liens securing rental payments under capital lease arrangements and Liens incurred in connection with the acquisition of Company Property, in each case, covering personal property, (xii) any other non-monetary Liens, limitations, restrictions or title defects that do not materially impair the continued use and operation of the applicable Company Property as currently used and operated and (xiii) any other Lien approved by Parent.
Appears in 2 contracts
Samples: Merger Agreement (Aviv Reit, Inc.), Merger Agreement (Omega Healthcare Investors Inc)
Properties. (i) A list and description of all real property owned or leased by the Company SSE or a Subsidiary of the Company SSE is set forth in the CompanySSE’s Disclosure Letter. The Company SSE and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company SSE or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company SSE nor any of its Subsidiaries, nor, to the CompanySSE’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered Attached as an exhibit to Purchaser SSE’s Disclosure Letter is a complete and correct copy of each such real property lease and personal property lease. All real property owned or leased by the Company SSE or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company SSE to be adequate for the current business of the Company SSE and its Subsidiaries. To the knowledge of the CompanySSE, none of the buildings, structures or other improvements located on any real property owned or leased by the Company SSE or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company SSE and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company SSE and its Subsidiaries that is leased rather than owned, neither the Company SSE nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Southern Connecticut Bancorp Inc), Merger Agreement (Naugatuck Valley Financial Corp)
Properties. Neither the Company nor any of its Subsidiaries owns any real property. All Lease Documents are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of the Lease Documents, any existing breach, default or event of default (ior event which with notice or lapse of time, or both, would constitute a default) A list of all real property owned or leased by the Company or a Subsidiary its Subsidiaries or, to the knowledge of the Company is set forth in Company, and third Person under any of the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Lease Documents, in each case free and clear subject to the Enforceability Exceptions. Except as set forth in Section 4.10 of any Liens except the Disclosure Schedule, (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which no parties other than the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as have a right to the Company and the Subsidiaries and neither the Company nor occupy any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned currently leased, licensed or leased subleased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned otherwise used or leased occupied by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(the "Leased Real Property"), (ii) The Company and each the Leased Real Property is used only for the operation of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries, (iii) the Leased Real Property and the physical assets of the Company and the Subsidiaries that are, in all material respects, adequate for the uses to which they are being put and are in good condition and repair and regularly maintained in accordance with standard industry practice, (iv) the Leased Real Property is leased rather than ownedin compliance, in all material respects, with applicable Laws, and (v) neither the Company nor any of its Subsidiaries is in default will be required to incur any material cost or expense for any restoration or surrender obligations, or any other material costs otherwise qualifying as asset retirement obligations under Financial Accounting Standards Board Statement of Financial Accounting Standard No. 143 "Accounting for Asset Retirement Obligations," upon the terms expiration or earlier termination of any such leaseLease Documents.
Appears in 2 contracts
Samples: Merger Agreement (Pomeroy It Solutions Inc), Merger Agreement (Pomeroy It Solutions Inc)
Properties. (ia) A Section 4.17(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of all the address and common name of each Company Property as of the date of this Agreement and identifies each such Company Property under which Company or any Company Subsidiary is a lessee or sublessee, including any other real property owned in which Company or leased any Company Subsidiary holds any air rights. Section 4.17(a)(i) of the Company Disclosure Letter sets forth a true, correct and complete list of the real property that, as of the date of this Agreement, is under contract to be purchased by the Company or a Company Subsidiary after the date of this Agreement or that is required under a binding contract to be leased or subleased by Company or a Company Subsidiary as lessee or sublessee after the date of this Agreement. Except for any pending acquisitions under contract disclosed on Section 6.1 of the Company is set forth in the Company’s Disclosure Letter. The , there are no real properties that either Company or any Company Subsidiary is obligated to buy, lease or sublease at some future date.
(b) Either Company or a Company Subsidiary owns good and valid fee simple title (with respect to jurisdictions that recognize such form of title or substantially similar title with respect to all other jurisdictions) or leasehold title (as applicable) or air rights to each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)the Company Properties, in each case case, free and clear of Liens, except for Company Permitted Liens none of which Company Permitted Liens are or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Neither Company nor any Liens except of the Company Subsidiaries has received (i) liens for Taxes not yet due and payable and (ii) such easementswritten notice that any certificate, restrictions and encumbrances, if any, as are not material in character, amount permit or extent, and do not materially detract license from the value, or materially interfere with the present use any Governmental Authority having jurisdiction over any of the properties subject thereto Company Properties or affected thereby. Each lease pursuant any agreement, easement or other right of an unlimited duration that is necessary to which 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 its Subsidiaries as lessee, leases real or personal property the Company Properties is valid and 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, 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 had or would reasonably be expected to have a Company Material Adverse Effect.
(d) No certificate, variance, permit or license from any Governmental Authority having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use and operation of the buildings and improvements on any of the Company Properties as currently used and operated 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 the Company Properties has failed to be obtained or is not in full force and effect, and neither Company nor any Company Subsidiary has received written notice of any outstanding threat of modification or cancellation of any such certificate, variance, permit or license, 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.
(e) Except as listed on Section 4.17(e) of the Company Disclosure Letter, since November 1, 2020, neither Company nor any Company Subsidiary has received any written notice to the effect that (i) any condemnation, eminent domain or similar proceedings or material rezoning proceedings is pending or, to Company’s Knowledge, threatened, with respect to any material portion of any of the Company Properties; (ii) any Laws, including any zoning regulation or ordinance (including with respect to parking), Board of Fire Underwriters rules, building, fire, health or other Law have been violated for any Company Property, which violation or any enforcement action related thereto would prevent the Company Property and any associated improvements from continuing to be operated in the ordinary course of business; or (iii) any default under any agreement evidencing any Lien or other agreement affecting the Company Properties, except for defaults which would not reasonably be expected to be material to Company and the Subsidiaries Company Subsidiaries, taken as a whole.
(f) Except for discrepancies, errors or omissions that, individually or in the aggregate, are not or would not reasonably be expected to be material to Company and neither the Company nor any of its Subsidiaries, nortaken as a whole, to the Company’s knowledgerent rolls for each of the Company Properties, any other party to any such leaseas of April 30, is in default 2023, which rent rolls have previously been made available by or in violation on behalf of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any Company Subsidiary to Parent (including an indication of its Subsidiaries whether any Company Property is subject to net leases), are true and correct in all respects and (i) correctly reference each lease or sublease that was in effect as of April 30, 2023, and to which Company or a Company Subsidiary is a party as lessor or sublessor with respect to each of the Company Properties and (ii) identify the rent payable under the Company Leases as of such date. Company or a Company Subsidiary has received all security deposits required by the applicable Company Lease other than immaterial deficiencies, and such security deposits have been held and applied in all material respects in a good state of maintenance accordance with Law and repair the applicable Company Leases.
(normal wear g) True, correct and tear excepted), conform complete (in all material respects respects) copies of all ground leases with all applicable ordinances, regulations and zoning laws and are considered by respect to the Company Properties where Company or any Company Subsidiary is the lessee or sublessee, in each case in effect as of the date hereof, have been made available to Parent. Except as would not, individually or in the aggregate, reasonably be adequate for the current business expected to have a Company Material Adverse Effect or as disclosed on Section 4.17(g) of the Company Disclosure Letter, (i) neither Company nor any Company Subsidiary is and, to the Knowledge of Company, no other party is in breach or violation of, or default under, any of the (x) ground leases with respect to the Company Properties where Company or any Company Subsidiary is the lessee or sublessee and (y) Company Leases for real property in excess of 20,000 square feet (excluding solar project rooftop leases with annual rent of less than $100,000) (the “Material Company Leases”), (ii) no event has occurred that would result in a breach or violation of, or a default under, any Material Company Lease by Company or any Company Subsidiary, or, to the Knowledge of Company, any other party thereto (in each case, with or without notice or lapse of time) and no tenant under a Material Company Lease is in monetary default under such Material Company Lease, and (iii) each Material Company Lease is valid, binding and enforceable in accordance with its Subsidiaries. To terms and is in full force and effect with respect to Company or a Company Subsidiary and, to the knowledge Knowledge of Company, with respect to the other parties thereto, except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and by general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at Law).
(h) As of the date of this Agreement, no material purchase option has been exercised under any Company Lease for which the purchase has not closed prior to the date of this Agreement.
(i) Except for Company Permitted Liens, as set forth in Company Leases, joint venture agreements and title documents provided to Parent prior to the date hereof, as set forth on Section 4.17(i) of the Company Disclosure Letter or as individually or in the aggregate would not reasonably be expected to have a Company Material Adverse Effect (i) there are no unexpired option to purchase agreements, rights of first refusal or first offer or any other rights to purchase or otherwise acquire any Company Property or any portion thereof, and (ii) there are no other outstanding rights or agreements to enter into any contract for sale, ground lease or letter of intent to sell or ground lease any Company Property or any portion thereof that is owned by any Company Subsidiary, which, in each case, is in favor of any party other than Company or a Company Subsidiary (a “Company Third Party”).
(j) Except as set forth on Section 4.17(j) of the Company Disclosure Letter, pursuant to a Company Lease, or any ground lease affecting any Company Property, neither Company nor any Company Subsidiary is a party to any agreement pursuant to which Company or any Company Subsidiary manages or manages the development of any real property for any Company Third Party.
(k) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each of the Company Properties has sufficient direct or indirect access to and from publicly dedicated streets for its current use and operation, without any constraints that materially interfere with the normal use, occupancy and operation thereof.
(l) Except as would not, individually or in the aggregate, materially impair the value of the applicable Company Property or to the extent that the continued use and operation of the applicable Company Property would not have a material adverse impact on Company, Company and each Company Subsidiary, as applicable, are in possession of title insurance policies or, to the Knowledge of the Company, none valid marked-up title commitments evidencing title insurance with respect to each Company Property (each, a “Company Title Insurance Policy”). Since November 1, 2020, no written claim has been made against any Company Title Insurance Policy that would be material to any Company Property. No written claim has been made against any Company Title Insurance Policy that remains outstanding as of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waydate hereof.
(iim) The Company and each of its any Company Subsidiaries has have good and marketable valid title to, or a valid and enforceable leasehold interest in, or other right to use, all tangible material personal property owned, used or held for use by them as of the date of this Agreement (other than property owned by it, free tenants and clear 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. None of all Liens except Company’s or any Company Subsidiaries’ ownership of or leasehold interest in any such personal property is subject to any Liens, if any, except for Company Permitted Liens and Liens that are have not material in character, amount or extent, and that do would not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect reasonably be expected to personal property used in the business of the have a Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseMaterial Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Regency Centers Lp), Merger Agreement (Urstadt Biddle Properties Inc)
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 4.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that are not material in charactercurrently owned by the Company or any of its Subsidiaries (each, amount or extent, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyan “Owned Real Property”). With respect to personal property used in the business Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries that in respect of which the Company or any of its Subsidiaries has annual rental obligations of $100,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby. Except as set forth in Section 4.21(b) of the Company Disclosure Schedule, no Lease Agreement is leased rather subject to any Lien other than ownedPermitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any third party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. 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 outstanding defaults or circumstances which, upon the giving of notice or passage of time or both, would constitute a default or breach by any party under any Lease Agreement.
(c) Except as set forth in Section 4.21(b) of the Company Disclosure Schedule, with respect to each Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 2 contracts
Samples: Merger Agreement (Rightnow Technologies Inc), Merger Agreement (Rightnow Technologies Inc)
Properties. (ia) A The Company does not own, and, to the knowledge of the Company, has never owned, any real property and does not hold any option to acquire any real property. Except individually or in the aggregate, as has not had, and would not reasonably be expected to have, a Material Adverse Effect, the Company or one or more of its Subsidiaries is the lessee of all leasehold estates reflected in the unaudited balance sheet of the Company as at September 30, 2009 included in the Company SEC Documents or acquired after the date thereof (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 in full force and effect, and is valid without default (including any event which with notice or lapse of time or both would become a default) thereunder by the lessee or to the knowledge of Company, the lessor. No notices of default under any such lease have been received by any Acquired Company that have not been resolved.
(b) Section 4.17(b) 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 occupies or has the right to use or occupy, now or in the future, any material real property owned or (the “Real Property Leases,” each real property leased by the Company or under a Subsidiary of the Company is set forth in the Company’s Disclosure LetterReal Property Lease referred to as a “Real Property”). The Company has provided or made available to Parent true, correct and each complete copies of its Subsidiaries all Real Property Leases. Each Real Property Lease is valid, binding and in full force and effect, and all rent and other sums and charges payable by any Acquired Company as tenants thereunder are current in all material respects. 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 landlord thereunder exists under any Real Property Lease. Each Acquired Company has a good and marketable title to all valid leasehold interest in each parcel of material real property owned leased by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens all Liens, except (i) liens statutory ad valorem and real estate and other Liens for Taxes not yet due and payable and or the amount or validity of which is being contested in good faith pursuant to appropriate proceedings, (ii) such mechanic’s, warehousemen’s, materialmen’s, landlord’s, or similar Liens securing obligations incurred in the ordinary course of business that are not yet due and payable; (iii) encumbrances on real property in the nature of zoning restrictions, easements, restrictions and encumbrancesrights of way, if anyencroachments, as are not material in character, amount or extentrestrictive covenants, and other similar rights or restrictions that were not incurred in connection with the borrowing of money or the obtaining of advances or credit and that do not, individually or in the aggregate, materially detract from the value the properties subject thereto or affected thereby or materially impair present business operations at such properties; (iv) existing Liens expressly disclosed in the Company’s consolidated balance sheet as at September 30, 2009 (or the notes thereto) included in the Company SEC Documents; and (v) Liens that do not materially detract from the value, value or materially interfere with the present use of the properties subject thereto or affected therebythereby (collectively, “Permitted Liens”). Each lease pursuant to which The leasehold estates and Real Property Leases described in Section 4.17(b) of the Company or any Disclosure Letter are sufficient to conduct the businesses of its Subsidiaries the Acquired Companies in all material respects as lessee, leases real or personal property is valid and now conducted.
(c) Except as disclosed in full force and effect as to Section 4.17(c) of the Company and Disclosure Letter, the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property improvements owned or leased by the Acquired Company or and located on any parcel of its Subsidiaries are Real Property in all material respects are structurally sound, are in a good state of maintenance working order and repair (normal and are free from defects, except for ordinary wear and tear excepted)tear. All such improvements and the occupancy, use and operation of such improvements conform in all material respects with all applicable ordinanceszoning, regulations building, fire and zoning laws safety Laws, and are considered by the Company to be adequate for the current business none of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear received written notice of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the value, or materially interfere noncompliance with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseLaws.
Appears in 2 contracts
Samples: Merger Agreement (Trustco Holdings, Inc.), Merger Agreement (Health Fitness Corp /MN/)
Properties. (ia) A list of all real property owned or leased by the The Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each one of its Subsidiaries has good good, valid, marketable and marketable insurable record title to all each parcel of real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lesseeand all buildings and other improvements thereon (collectively, leases real or personal property is valid the “Company Fee Property”), free and in full force clear of all Liens (except those which do not and effect as would not reasonably be expected to materially impair the current operation of the Company and the Subsidiaries and neither Fee Property). Section 3.17(a) of the Company Disclosure Letter sets forth a true, correct and complete list of the Company Fee Property (including a true, correct and complete list of the owner thereof). The Company Fee Property is not subject to any written or verbal leases or occupancy Contracts, nor is the Company Fee Property or any interest therein subject to any right of its Subsidiaries, norfirst offer or refusal to purchase or lease. There is no pending or, to the Company’s knowledge, any threatened condemnation or eminent domain proceeding, or pending or proposed proceedings to change or redefine the zoning classification, with respect to the Company Fee Property. There are no Taxes or material betterment assessments other party than ordinary real estate Taxes pending or payable, or to any such leasethe Company’s knowledge contemplated, against the Company Fee Property. To the knowledge of the Company, the Company Fee Property, including the buildings and other improvements comprising a part thereof, and the current use and operation thereof, is in default compliance in all material respects with all current zoning, land use, building and other Laws.
(b) The Company or one of its Subsidiaries has a good and valid leasehold interest in violation all real property leased, or (with the exception of Company Fee Property) otherwise occupied or permitted to be occupied, by the Company or any of its Subsidiaries, whether as sublessor, tenant, subtenant or otherwise (the “Company Leased Property” and the lease, sublease or other occupancy Contract, the “Real Property Leases”). Section 3.17(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Leased Property and the location of the premises. Neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or otherwise encumbered any interest in the leasehold or subleasehold of any material provisions of any such lease. Company Leased Property.
(c) The Company has previously delivered to Purchaser a complete and correct copy or one of each such lease. All real its Subsidiaries owns or leases all of the material personal property owned or leased by the Company or any of its Subsidiaries are reflected on the most recent balance sheet included in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itSEC Documents, free and clear of all Liens (except such Liens, if any, that are not material in character, amount or extent, and that those which do not and would not reasonably be expected to materially detract from impair the valuecurrent use thereof and do not involve a monetary obligation, individually or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business aggregate, in excess of $200,000), except to the extent disposed of in the Ordinary Course of Business since the date of such balance sheet. Each of the Company and its Subsidiaries that is has good and valid title to, or in the case of leased rather than ownedproperties and assets, neither valid leasehold interests or other comparable contractual rights in, all material tangible personal properties and assets necessary for the conduct of their respective businesses in all material respects in the manner currently conducted and contemplated to be conducted in the future by the Company nor any and its Subsidiaries, free and clear of all Liens (except those which do not and would not reasonably be expected to materially impair the current use thereof and do not involve a monetary obligation, individually or in the aggregate, in excess of $200,000).
(d) Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, the equipment of the Company and its Subsidiaries used in the operations of their respective businesses is (i) suitable for the uses to which it is currently employed, (ii) in default good operating condition and repair, subject to normal wear and tear, (iii) regularly and properly maintained, (iv) not obsolete, dangerous or in need of renewal or replacement, except for renewal or replacement in the Ordinary Course of Business, and (v) free from any material defects or deficiencies.
(e) No representation is made under this Section 3.17 with respect to any intellectual property or intellectual property rights, which are the terms subject of any such leaseSection 3.18.
Appears in 2 contracts
Samples: Merger Agreement (MKS Instruments Inc), Merger Agreement (Newport Corp)
Properties. (i) A list description of all each parcel of real property owned or leased by the Company DFBS or a Subsidiary of the Company DFBS is set forth in the Company’s DFBS's Disclosure Letter. The Company DFBS and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any and fixtures of DFBS and each of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company DFBS to be adequate for the current business of the Company DFBS and its Subsidiaries. To the knowledge of the CompanyDFBS, none of the buildings, structures or other improvements located on any its real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company DFBS and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liensencumbrances, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company DFBS and its Subsidiaries that is leased rather than owned, neither the Company DFBS nor any of its Subsidiaries is in default in any material respect under the terms of any such lease.
(iii) A description of all real property leased by DFBS or a Subsidiary of DFBS is set forth in DFBS's Disclosure Letter. Each lease pursuant to which DFBS or any of its Subsidiaries as lessee, leases real or personal property, is valid and in full force and effect and neither DFBS nor any of its Subsidiaries, nor, to DFBS's knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (First Community Corp /Sc/), Merger Agreement (Dutchfork Bancshares Inc)
Properties. (i) A Section 5.03(s)(i) of the Company’s Disclosure Schedule contains a complete and correct list of all real property or premises owned or operated by the Company as of the date hereof. Other than as disclosed in Section 5.03(s)(i) of the Company’s Disclosure Schedule, none of the Company or any of its Subsidiaries owns, and no such entity is in the process of foreclosing (whether by judicial process or by power of sale) or otherwise in the process of acquiring title to, except pursuant to foreclosures which are pending in the ordinary course of business consistent with past practice, any real property or premises on the date hereof in whole or in part.
(ii) Section 5.03(s)(ii) of the Company’s Disclosure Schedule contains a complete and correct list of all real property or premises leased or subleased in whole or in part by the Company or any of its Subsidiaries, and together with a Subsidiary list of applicable leases or subleases and the name of the Company is set forth in lessor or sublessor.
(iii) To the Company’s Disclosure LetterKnowledge, all real and personal property owned by the Company or any of its Subsidiaries or presently used by any of them in their respective business is in a good condition (ordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of business consistent with their past practices. The Company has good, marketable and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)indefeasible title, in each case free and clear of all Liens, to all of the material properties and assets, real and personal, reflected on the consolidated balance sheet of the Company as of March 31, 2021, or acquired after such date, other than properties sold by the Company or any Liens of its Subsidiaries in the ordinary course of business, except (iA) liens Liens for Taxes current taxes and assessments not yet due and or payable and for which adequate reserves have been established, (iiB) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (C) such easementsimperfections of title, restrictions easements and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from (D) as reflected on the value, or materially interfere with the present use consolidated balance sheet of the properties subject thereto Company as of March 31, 2021.
(iv) All real and personal property which is material to the Company’s business on a consolidated basis and leased or affected thereby. Each lease pursuant to which licensed by the Company or any of its Subsidiaries as lesseeis held pursuant to leases or licenses which are valid obligations of the Company or any of its Subsidiaries and, leases real or personal property is to the Company’s Knowledge, are valid and binding obligations of the other parties thereto, enforceable against the Company or such Subsidiary of the Company, and to Company’s Knowledge, the other parties thereto, in full force accordance with their terms, subject to the Bankruptcy and effect Equity Exception.
(v) Except as set forth in Section 5.03(s)(v) of the Company’s Disclosure Schedule, such leases will not terminate or lapse prior to the Effective Time and the Company and each of its Subsidiaries has the right to use and occupy such leased real property for the full term, and in accordance with the conditions of the lease relating thereto. Neither the Company nor any of its Subsidiaries has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the Knowledge of the Company as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. To the Company’s Knowledge, the Company and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended. None of the owned or leased premises or properties described in paragraph (i) or (ii) above have been condemned or otherwise taken by any Governmental Entity and no condemnation or taking is threatened or contemplated and none thereof is subject to any claim, contract or law which might adversely affect its use or value for the purposes now made of it.
(vi) Except as set forth in Section 5.03(s)(vi) of the Company’s Disclosure Schedule, (A) neither the Company nor any of its Subsidiaries has granted any options or rights of first refusal to purchase any real property owned by the Company or any of its Subsidiaries (or any portion thereof or interest therein), (B) neither the Company nor any of its Subsidiaries has leased, subleased, licensed or granted occupancy rights in any portion or any real property owned by the Company or any of its Subsidiaries, nor, (C) to the Company’s knowledgeKnowledge, no other Person has any other party rights to any such leasethe use, is in default occupancy or in violation enjoyment of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned by the Company or leased any of its Subsidiaries pursuant to any lease, sublease, license, occupancy or other agreement.
(vii) Except as set forth in Section 5.03(s)(vii) of the Company’s Disclosure Schedule, the real property owned by the Company or any of its Subsidiaries (A) is occupied under a valid certificate of occupancy or similar permit, (B) the Transaction will not require the issuance of any new or amended certificate of occupancy and, (C) to the Company’s Knowledge, there are no facts that would prevent any such property from being occupied and used by First Foundation Bank after the Closing in the same manner as occupied by the Company immediately prior to the Closing.
(viii) To the Company’s Knowledge, (x) all improvements on the real property owned by the Company or any of its Subsidiaries are in all material respects in a good state wholly within the lot limits of maintenance such real property and repair do not encroach on any adjoining premises or easement or similar property right benefiting such real property, and (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and y) there are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located no encroachments on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement of property, right or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal benefit appurtenant thereto by any improvements located on any adjoining property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially which detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasetherefrom.
Appears in 2 contracts
Samples: Merger Agreement (First Foundation Inc.), Merger Agreement (First Foundation Inc.)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company Berkshire Hills Bancorp and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company Berkshire Hills Bancorp or any of its Subsidiaries as is lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company Berkshire Hills Bancorp nor any of its Subsidiaries, nor, to the CompanyBerkshire Hills Bancorp’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company Berkshire Hills Bancorp or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company Berkshire Hills Bancorp to be adequate for the current business of the Company Berkshire Hills Bancorp and its Subsidiaries. To the knowledge of the CompanyBerkshire Hills Bancorp, none of the buildings, structures or other improvements located on any real property owned or leased by the Company Berkshire Hills Bancorp or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company Berkshire Hills Bancorp and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company Berkshire Hills Bancorp and its Subsidiaries that is leased rather than owned, neither the Company Berkshire Hills Bancorp nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Berkshire Hills Bancorp Inc), Merger Agreement (Berkshire Hills Bancorp Inc)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries, nor, to Subsidiaries owns or has owned any real property. Section 3.7(a)(i) of the Company’s knowledge, any other party to any such lease, is in default or in violation Company Disclosure Letter sets forth a list of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All all real property owned currently leased, licensed or leased subleased by the Company or any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”). All such current leases relating to the Material Leased Real Property (defined below) are in full force and effect, are valid and effective, and there is not, under any of such leases, any existing breach, default or event of default by the Company or its Subsidiaries, or, to the Company’s knowledge, by any other party thereto (or event which with notice or lapse of time, or both, would constitute a default). Except as set forth in Section 3.7(a)(ii) of the Company Disclosure Letter, no parties other than the Company or any of its Subsidiaries have a right to occupy any Material Leased Real Property and the Material Leased Real Property is used in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate only for the current operation of the business of the Company and its Subsidiaries. To the knowledge Company’s knowledge, the Material Leased Real Property and the other physical assets of the Company, none Company which are material the Business of the buildingsCompany and its Subsidiaries taken as a whole are, structures or other improvements located in all material respects, in good condition and repair and regularly maintained, in all material respects and subject to reasonable wear and tear, in accordance with standard industry practice. The Company’s business operations which take place on any real property owned or leased by Material Leased Real Property are conducted in compliance, in all material respects, with Material Lease Documents. Neither the Company or nor any of its Subsidiaries encroaches will be required pursuant to the terms of any Material Lease Document to incur any cost or expense for any restoration or surrender obligations in excess of $100,000 upon the expiration or over earlier termination of any adjoining parcel or real estate or any easement or right-of-way.
(ii) Material Lease Documents. The Company and each of its Subsidiaries has good and marketable title performed in all material respects its obligations under any material termination agreements pursuant to all tangible personal which it has terminated any leases of real property owned by it, free and clear of all Liens except such Liens, if any, that are not no longer in effect and has no material in character, amount or extent, and that do not materially detract from the value, or materially interfere continuing liability with the present use of the properties subject thereto or affected thereby. With respect to personal such terminated real property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseleases.
Appears in 2 contracts
Samples: Merger Agreement (Corel Corp), Merger Agreement (Intervideo Inc)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all to, or in the case of leased real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way and leased tangible assets has valid and enforceable leasehold interests in, all of a deed in lieu of foreclosure or similar transfer)its properties and tangible assets, in each case free and clear of any Liens all Liens, except (i) liens for Taxes not yet due and payable and Permitted Liens.
(ii) such easements, restrictions The material real property and encumbrances, if any, as are not material in character, amount tangible assets owned or extent, leased by the Company and do not materially detract from the valueits Subsidiaries, or materially interfere with which they otherwise have the present use right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted by the Company. The material tangible assets and real property (including the electrical, power, cooling and mechanical infrastructure) of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any and each of its Subsidiaries as lesseeare each in good working order, leases real or personal property is valid and have been maintained in full force and effect as to accordance with prudent industry practice.
(iii) Section 3.01(o)(iii) of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Letter sets forth a complete and correct copy list of each such lease. All all real property owned or and interests in real property leased by the Company or any of its Subsidiaries are in all material respects in as of the date of this Agreement (each such property, a good state of maintenance and repair (normal wear and tear excepted“Leased Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by . Neither the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon currently owns in fee any real property or over any adjoining parcel or interests in real estate or any easement or right-of-wayproperty.
(iiiv) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in each Leased Real Property, (A) the business Merger and the other transactions contemplated by this Agreement do not require the consent of the Company and its Subsidiaries that is leased rather than ownedany party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein.
(v) Each of the Company and its Subsidiaries is in default under compliance in all material respects with the terms of all leases of Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases to Leased Real Property to which it is a party and under which it is in occupancy.
(vi) Without limiting the generality of the foregoing, all real property and each of the Company’s and its Subsidiaries’ use of or occupancy of all or any portion of the premises demised by the Leased Real Property (e.g., the entire building or land and building or specified suites, units or portions of a building) (the “Demised Premises”) complies with all applicable codes and Laws relating to use and occupancy, including all zoning codes and related rules and regulations and the codes and standards for building quality, fire protection and life safety promulgated by the National Fire Association or a jurisdictional equivalent entity or any certificate of occupancy affecting all or any portion of the Demised Premises. Each of the Company and its Subsidiaries has in effect Permits necessary for it to legally occupy all or any portion of the Demised Premises and to carry on its business as currently conducted and there has occurred no violation of, or default (with or without notice or lapse of time, or both) under, any such leasePermit or codes or Laws applicable to occupancy thereof. There is no event which is reasonably likely to result in the revocation, cancelation, non-renewal or adverse modification of any such Permit.
Appears in 2 contracts
Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Merge Healthcare Inc)
Properties. (a) The Company and the Company Subsidiaries have good and valid title, free and clear of all Liens, to all their material properties and assets, whether tangible or intangible, personal or mixed, reflected in the Company's Financial Statements for the period ended November 30, 2001 as being owned by the Company and the Company Subsidiaries as of the date thereof, other than (i) A any properties or assets that have been sold or otherwise disposed of in the ordinary course of business since the date of such Financial Statements, (ii) Liens disclosed in the notes to such Financial Statements and (iii) Liens arising in the ordinary course of business after the date of such Financial Statements. All fixtures, equipment and other property and assets that are material to its business on a consolidated basis, held under leases or sub-leases by the Company or any Company Subsidiary are held under valid instruments enforceable in accordance with their respective terms, subject to applicable laws of bankruptcy, insolvency or similar laws relating to creditors' rights generally and to general principles of equity (whether applied in a proceeding in law or equity). Substantially all of the Company's and the Company Subsidiaries' equipment in regular use has been reasonably maintained and is in serviceable condition, reasonable wear and tear excepted.
(b) Neither the Company nor any Company Subsidiaries owns or has ever owned any real property.
(c) Section 4.28(c) of the Company Disclosure Letter sets forth a complete and accurate list of all real property owned leased, subleased or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased licensed by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance (collectively the "Company Leases") and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business location of the Company and its Subsidiariespremises. To the knowledge of Neither the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon or over nor, to the Company's knowledge, any adjoining parcel or real estate or other party is in default under any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company Leases, except where the existence of such defaults, individually or in the aggregate, has not resulted in, and its Subsidiaries that is leased rather than owned, neither not reasonably likely to result in a Material Adverse Effect to the Company. Neither the Company nor any of its Subsidiaries is in default under leases, subleases or licenses any real property to any person other than the terms Company and its Subsidiaries. The Company has provided Parent with complete and accurate copies of any such leaseall Company Leases.
Appears in 2 contracts
Samples: Merger Agreement (Valueclick Inc/Ca), Merger Agreement (Be Free Inc)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(iia) The Company and each of its Subsidiaries has good and marketable valid title to, or otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of its assets (real and personal, tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentintangible), and that do not materially detract from such assets are all of the value, or materially interfere assets used in and required in connection with the present use operation of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries as currently conducted.
(b) Section 4.14(b) of the Company Disclosure Schedule identifies all of the real estate leases and subleases for the real property used or occupied by the Company or any of its Subsidiaries (the “Leases”). Each of the Leases is valid, binding and in full force and effect, and is enforceable against the Company or its Subsidiary that is leased rather than owneda party to such Lease and each other party thereto in accordance with its terms, neither except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. There exists no default or condition, or any state of facts or event that with the passage of time or giving of notice would constitute a default, in the performance by the Company or its Subsidiaries or Affiliates of their respective obligations under any of the Leases or, to the Knowledge of the Company, by any other party to any of the Leases. None of the Company or its Affiliates has received any written or, to the Knowledge of the Company, oral communication from the landlord or lessor under any of the Leases claiming that the Company or any of its Subsidiaries or Affiliates is in breach of its obligations under the respective Leases.
(c) Section 4.14(c) of the Company Disclosure Schedule sets forth each parcel of real property, including the owner thereof, which the Company or its Subsidiaries owns (the “Owned Real Property”). Each of the Company and its Subsidiaries, as applicable, has good and valid fee simple title to the Owned Real Property. Each Owned Real Property is free and clear of all Encumbrances (except for Permitted Encumbrances). Neither the Company nor any of its Subsidiaries is have entered into any leases, arrangements, licenses or other agreements pursuant to which the Company or its Subsidiaries have contracted to sell or lease all or any portion of the Owned Real Property to a third party. To the Knowledge of the Company, there are neither any actual nor threatened in default under writing, condemnation or eminent domain proceedings that affect the terms Owned Real Property or any part thereof, and the Company and its Subsidiaries have not received any notice of such condemnation or eminent domain proceedings from any such leaseGovernmental Authority.
Appears in 2 contracts
Samples: Share Acquisition Agreement (First Trinity Financial CORP), Share Acquisition Agreement (First Trinity Financial CORP)
Properties. (ia) A Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 3.11(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company leases, subleases and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant other occupancy arrangements to which the Company or any of its Subsidiaries is a party and each amendment thereto (the “Real Property Leases”). Each premises subject to a Real Property Lease is hereinafter referred to as lesseea “Leased Property.” The Company has made available to Parent a true, leases real or personal property is valid correct and in full force and effect as to the Company and the Subsidiaries and neither complete copy of each Real Property Lease. Neither the Company nor any of its SubsidiariesSubsidiaries has transferred, nor, to the Company’s knowledge, mortgaged or assigned any other party to interest in any such leaseReal Property Lease, is in default or in violation of any material provisions of any such lease. The Company nor has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or nor any of its Subsidiaries are subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. With respect to each Real Property Lease: (i) such Real Property Lease is in all material respects in a good state of maintenance full force and repair (normal wear effect and tear excepted), conform in all material respects with all applicable ordinances, regulations is valid and zoning laws and are considered by the Company to be adequate for the current business of binding on the Company and its Subsidiaries. To , as applicable and, to the knowledge Knowledge of the Company, none each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of the buildings, structures equity (regardless of whether enforcement is sought in a proceeding at equity or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
law); (ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease; (iii) the Company’s and its Subsidiaries’, as applicable, possession and quiet enjoyment of the Leased Property under such Real Property Lease has not been disturbed in any material respect and, to the terms Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (iv) neither the Company nor any of its Subsidiaries owes any brokerage commissions or finder’s fees with respect to such leaseReal Property Lease; (v) no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would result in such a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under such Real Property Lease; (vi) there is no pending, or to the Knowledge of the Company, threatened condemnation or similar proceeding affecting any Leased Property and (vii) the use and occupancy of the Leased Property by the Company or its Subsidiaries complies, in all material respects, with all applicable zoning restrictions or other Laws.
(c) Each of the Company and its Subsidiaries, in all material respects, (i) has good and valid title to all of its properties, assets and other rights that would not constitute real property (other than Intellectual Property), free and clear of all Encumbrances and (ii) owns, has valid leasehold interests in or valid contractual rights to use, all of the assets, tangible and intangible (other than Intellectual Property), used by its business free and clear of all Encumbrances, in each case, except for Permitted Encumbrances.
Appears in 2 contracts
Samples: Merger Agreement, Merger Agreement (Marvel Entertainment, Inc.)
Properties. (a) Section 4.9 of the Company Disclosure Schedule contains a true and correct list of (i) A list each parcel of all real property owned or leased (the "Owned Real Property") by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each any of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Subsidiaries, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not each material in character, amount parcel of real property leased or extent, and do not materially detract from the value, subleased or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which otherwise occupied by the Company or any of its Subsidiaries as lesseetenant or subtenant (the "Leased Real Property," together with the Owned Real Property, leases real the "Real Property") together with a true and correct list of all such material leases, subleases or personal property is valid other similar agreements and in full force any amendments, modifications or extensions thereto (the "Real Property Leases"). The Company has good and effect as indefeasible fee simple title to its Owned Real Property, free and clear of all Liens other than Permitted Encumbrances.
(b) Subject to the terms of its leases, each of the Company and its Subsidiaries has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full term of the lease thereof. Each Real Property Lease is a legal, valid and binding agreement, enforceable in accordance with its terms, of the Company or its Subsidiaries and neither of each other Person that is a party thereto, and there is no, and the Company has not received any written, or has Knowledge of, any other, notice, and has no Knowledge, of any uncured material default (or any condition or event which, after notice or lapse of time or both, would constitute a material default) thereunder. Neither the Company nor any of its SubsidiariesSubsidiaries has assigned, norsublet, transferred, hypothecated or otherwise disposed of its interest in any Real Property Lease. No material penalties are accrued and unpaid under any Real Property Lease.
(c) The Company has delivered or provided access to Parent true and complete copies of all Real Property Leases.
(d) There is no claim, action or proceeding pending or, to the Knowledge of the Company’s knowledge, threatened, against the Company or any other party to of its Subsidiaries or the Real Property by any such leasePerson which would materially affect the future use, is in default occupancy or in violation value of the Real Property or any material provisions of any such leasepart thereof. The Company has previously delivered to Purchaser a complete Balance Sheet reflects all of the Real Property and correct copy of each such lease. All real personal property owned used by the Company and its Subsidiaries in their business or leased otherwise held by the Company or any of its Subsidiaries are Subsidiaries, except for (i) property acquired or disposed of in all material respects in a good state the ordinary and usual course of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by since the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
Balance Sheet Date, and (ii) real and personal property not required under GAAP to be reflected thereon or in the footnotes. The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itmaterial assets and properties listed on the Company Balance Sheet or thereafter acquired, free and clear of all Liens except such any Liens, if anyexcept for Permitted Encumbrances and Permitted Personal Property Liens. All of the material fixed assets and properties including the improvements on the Real Property reflected on the Company Balance Sheet or thereafter acquired are in good condition and repair, that are not material in character, amount or extentordinary wear and tear expected, and that do not materially detract from adequate and suitable for the value, or materially interfere with the present use requirements of the properties subject thereto business as presently conducted by the Company, and there are no condemnation or affected thereby. With respect appropriation proceedings pending or, to personal property used in the business of Company's Knowledge, threatened, against the Company and its Subsidiaries that is leased rather than owned, neither Real Property or the Company nor any of its Subsidiaries is in default under the terms of any such leaseimprovements thereon.
Appears in 2 contracts
Samples: Merger Agreement (Isg Resources Inc), Merger Agreement (Headwaters Inc)
Properties. (iNeither the Company nor any of its Subsidiaries owns or has ever owned any real property. Section 3.7(a) A of the Company Disclosure Letter sets forth a list of all real property owned currently leased, licensed or leased subleased by the Company or a Subsidiary any of its Subsidiaries or otherwise used or occupied by the Company or any of its Subsidiaries (the “Leased Real Property”), the name of the lessor, licensor, sublessor, master lessor and/or lessee, the date of the lease, license, sublease or other occupancy right and each amendment thereto. All such current leases are in full force and effect, are valid and effective in accordance with their respective terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the relief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and there is not, under any of such leases, any existing material default or event of default (or event which with notice or lapse of time, or both, would constitute a material default) by the Company is set forth in or any of its Subsidiaries, or to the knowledge of the Company’s Disclosure Letter, by any other party thereto. The Company or its Subsidiaries currently occupy all of the Leased Real Property for the operation of its business. To the knowledge of the Company, no parties other than the Company or any of its Subsidiaries have a right to occupy any Leased Real Property. To the knowledge of the Company, the Leased Real Property is in compliance, in all material respects, with Legal Requirements. The Company and each of its Subsidiaries has good and marketable title to performed all real property owned by it (including of its material obligations under any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease termination agreements pursuant to which the Company or it has terminated any leases of its Subsidiaries as lessee, leases real or personal property is valid that are no longer in effect and in full force and effect as has no material continuing Liability with respect to such terminated real property leases. The physical assets of the Company and the Subsidiaries and neither the Company nor any of its Subsidiariesare, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects respects, in a good state of maintenance condition and repair (repair, subject to normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waytear.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Secure Computing Corp), Merger Agreement (McAfee, Inc.)
Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries owns any real property.
(b) The Company and its Subsidiaries have a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company and its Subsidiaries use or occupy or have the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the “Leased Real Property” and such leases, subleases and other agreements are, collectively, the “Real Property Leases”), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.23(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Leased Real Property as of the date of this Agreement. Except as would not be material to the Company and its Subsidiaries, noreach Real Property Lease (i) is a valid and binding obligation of the Company or its Subsidiary that is party thereto and, to the knowledge of the Company’s knowledge, of each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) no uncured default on the part of the Company or its Subsidiaries or the landlord thereunder, exists under any such Real Property Lease, and (iii) no Circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Real Property Lease. Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Real Property Lease to terminate for default, convenience or otherwise any Real Property Lease, nor is any such leaseparty, is in default or in violation to the knowledge of any material provisions of any such leasethe Company, threatening to do so. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by Neither the Company or nor any of its Subsidiaries are in all material respects in a good state currently subleasing, licensing or otherwise granting any Person any right to use or occupy Leased Real Property. True, correct and complete copies of maintenance each Real Property Lease, any amendment thereto and repair any agreement between the landlord and tenant or any third party relating to or impacting the terms and provisions of any Real Property Lease, have been made available to Parent.
(normal wear and tear excepted)c) To the knowledge of the Company, conform in all material respects with all applicable ordinances, no petition or application to rezone or otherwise alter or amend the land use regulations and zoning laws and are considered by affecting the Leased Real Property is pending or threatened. Neither the Company nor any of its Subsidiaries has received any written notice of any violation of Applicable Laws, including zoning and land use regulations affecting the Leased Real Property, and to be adequate for the current business knowledge of the Company there are no present violations of applicable zoning and land use regulations affecting the Leased Real Property. Neither the Company nor any of its SubsidiariesSubsidiaries has received written notice of any pending improvements, Liens or special assessments from any Governmental Authority to be made against the Leased Real Property for which the tenant under the Real Property Leases would be responsible. To the knowledge of the Company, none there are no pending or threatened proceedings in eminent domain or condemnation against any of the buildings, structures or other improvements located on any real property owned or leased by Leased Real Property that are material to the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waySubsidiaries.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 2 contracts
Samples: Merger Agreement (Transocean Ltd.), Merger Agreement (Transocean Ltd.)
Properties. (ia) A Neither the Company nor any of its subsidiaries owns or has ever owned any real property.
(b) Section 3.14(b) of the Company Disclosure Letter sets forth a true and complete list of all real property owned leased, subleased or leased otherwise occupied by the Company or a Subsidiary any of its subsidiaries as tenant, subtenant or occupant as of the date of this Agreement and material to the business of the Company and its subsidiaries, taken as a whole (collectively, the “Company Leased Real Property”). No Company Real Property Lease is set forth in subject to any Lien, including without limitation, any right to the use or occupancy of any Company Leased Real Property, other than Company Permitted Liens. Each Company Real Property Lease constitutes the entire agreement between the parties thereto with respect to the Company Leased Real Property leased thereunder, and is, with respect to the Company or the applicable subsidiary of the Company’s Disclosure Letter, a valid and subsisting agreement in full force and effect and constitutes a valid, binding and enforceable obligation of the Company or the applicable subsidiary of the Company, subject to the Bankruptcy and Equity Exception. The Company and each has not received any written notice of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding termination or by way cancellation of or of a deed in lieu breach or default under any Company Real Property Lease that remains uncured as of foreclosure the date of this Agreement nor, to the Knowledge of the Company, has any event occurred which, with notice or similar transfer)lapse of time or both, in each case free and clear would constitute a breach or default under any such Company Real Property Lease, or permit the termination or cancellation of any Liens except (isuch Company Real Property Lease. With respect to the Company Leased Real Property, Section 3.14(b) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to Company Disclosure Letter also contains a true and complete list as of the date hereof of all agreements under which the Company or any of its Subsidiaries subsidiaries is, as lesseeof the date hereof, leases real the landlord, sublandlord, tenant, subtenant or personal property is valid and in full force and effect occupant that have not been terminated or expired as to of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws date hereof and are considered by the Company material to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedsubsidiaries, taken as a whole (each a “Company Real Property Lease”). The Company has heretofore made available to Parent true and complete copies of the Company Real Property Leases.
(c) With respect to each of the Company Leased Real Properties, neither the Company nor any of its Subsidiaries is in default under the terms subsidiaries has exercised or given any notice of exercise of any option or right of first offer or right of first refusal to purchase, expand, renew or terminate contained in the Company Real Property Leases.
(d) Neither the Company nor any of its subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending, and the Company has not received written notice threatening any such leaseproceedings, in each case, affecting any material portion of the Company Leased Real Property. Neither the Company nor any of its subsidiaries has received written notice of the existence of any outstanding writ, injunction, decree, order or judgment or of any pending proceeding pertaining to or affecting any material portion of the Company Leased Real Property. As of the date hereof, none of the material improvements located on any parcel of Company Leased Real Property that is material to the business of the Company and its subsidiaries, taken as whole, has been damaged by a fire or other casualty and not been restored and repaired either (i) to substantially the same condition they were in prior to such event or (ii) to a condition necessary for the use of the Company in the ordinary course.
(e) To the Knowledge of the Company, there are no conditions or defects, latent or otherwise, to the Company Leased Real Property that would, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
(f) None of the Company’s or its subsidiaries’ current use of the Company Leased Real Property violates any restrictive covenant of record that affects any of the Company Leased Real Property or any applicable Laws, in each case to the extent the same would reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Akari Therapeutics PLC), Merger Agreement (Peak Bio, Inc.)
Properties. (a) Section 3.13(a) of the Company Disclosure Schedule identifies:
(i) A list of all real property properties (by name and location) owned or leased by the Company or a Subsidiary 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 real properties leased or operated by the Company or its Subsidiaries as lessee (the “Company Leased Property”) as of the date hereof, which are all of the real properties so leased or operated by them. The Company Owned Property and the Company Leased Property is referred to herein collectively as the “Company Real Property.”
(b) The Company and its Subsidiaries have obtained title insurance policies for the Company Real Property listed in Section 3.13(b) of the Company Disclosure Schedule, and no material claims have been made against any such policies by an insured party thereunder. With respect to the Company Real Property not listed in Section 3.13(b) of the Company Disclosure Schedule, the Company or its Subsidiaries has 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. Each Company Real Property is not subject to any Encumbrances, except for any Permitted Encumbrances.
(c) Except as set forth on Section 3.13(c) of the Company Disclosure Schedule or as disclosed in the Company SEC Reports, the Company Real Property is not encumbered by any debt.
(d) To the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to Knowledge, all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable certificates, permits or licenses from any Governmental Entity having jurisdiction over any Company Real Property and (ii) such easementsagreements, restrictions easements or other rights, necessary to permit the lawful use and encumbrancesoperation of the buildings and improvements on any of the Company Real Property or to permit the lawful use and operation of all driveways, if any, as are not material in character, amount or extentroads, and do not materially detract other means of egress and ingress to and from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the any Company or any of its Subsidiaries as lessee, leases real or personal property is valid Real Property have been obtained and are in full force and effect as effect, except where the failure to obtain or maintain the same would not cause a Company Material Adverse Effect, and there is no pending threat of modification or cancellation of the Subsidiaries same. No Company Real Property is located outside of the United States and neither the Company nor any of its SubsidiariesSubsidiaries conducts its business of owning, norleasing or operating properties outside of the United States. All work to be performed, payments to be made and financial undertakings required to be taken by the Company or its Subsidiaries prior to the date hereof pursuant to any agreement entered into with a Governmental Entity in connection with a site approval, zoning reclassification or other similar action relating to a Company Real Property has been paid or undertaken, as the case may be, except where the failure to pay such amount or undertake such action would not cause a Company Material Adverse Effect.
(e) Neither the Company nor any of its Subsidiaries has received since January 1, 1999 any written notice of any violation of any federal, state or municipal law, ordinance, order, regulation or requirement affecting any portion of any Company Real Property issued by any Governmental Entity which would cause a Company Material Adverse Effect. Since January 1, 1999, neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Entity with jurisdiction over the Company or any such Subsidiaries to the effect that (i) any condemnation or rezoning proceedings are pending or threatened with respect to any Company Real Property or (ii) any zoning, building or similar law, code, ordinance or regulation is being violated by the maintenance, operation or use of any buildings or other improvements on any Company Real Property or by the maintenance, operation or use of the parking areas, except where any such written notice of such a proceeding or violation would not, individually or in the aggregate, cause a Company Material Adverse Effect.
(f) Except as would not cause, individually or in the aggregate, a Company Material Adverse Effect and except as set forth in Section 3.13(f) of the Company Disclosure Schedule, to the Company’s knowledgeKnowledge, any other party (i) there are no structural defects relating to any Company Real Property, (ii) there is no Company Real Property whose building systems are not in working order in any material respect (ordinary wear and tear excepted), (iii) there is no uninsured physical damage to any Company Real Property in an amount in excess of $150,000 with respect to any individual property, except for the payment by the Company of a deductible under the applicable insurance policy, and (iv) there is no current renovation or restoration to any Company Real Property the remaining cost of which exceeds $150,000 with respect to any individual property.
(g) True and correct copies of the Company Leases as amended as of the date hereof have been delivered to, or made available for review by, Parent. Section 3.13(g) of the Company Disclosure Schedule lists the following information with respect to the Company Leases:
(i) the name of the lessee;
(ii) the expiration date of the Company Lease; and
(iii) the amount (or method of determining the amount) of minimum monthly base rentals due under each Company Lease.
(h) The Company has delivered to Parent a copy of their respective aging of accounts receivable as of September 30, 2002, which copy is true and correct in all material respects. Except as set forth in Section 3.13(h) of the Company Disclosure Schedule, as of the date hereof, neither the Company nor any of its Subsidiaries has delivered written notice to any tenant under any Company Lease, alleging that such lease, tenant is in default thereunder, other than with respect to defaults that have been cured or waived or which would not, individually or in violation the aggregate, cause a Company Material Adverse Effect.
(i) There are no agreements, written or oral, between the Company or any of its Subsidiaries and any material provisions other Person relating to the use and occupancy of the Company Real Property by a Person other than the Company or any such leaseof its Subsidiaries other than the Company Leases. The Except as set forth in Section 3.13(i) of the Company has previously delivered to Purchaser a complete Disclosure Schedule, as of the date hereof, no defaults (unless subsequently cured) by the Company or its Subsidiaries have been alleged in writing by the lessees (and correct copy of each such lease. All real property owned or leased received by the Company or any of its Subsidiaries are Subsidiaries) thereunder that have not been cured in all material respects in a good state of maintenance and repair (normal wear and tear excepted)and, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by to the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under any Company Lease other than such defaults which would not, individually or in the terms of any such leaseaggregate, cause a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Pan Pacific Retail Properties Inc)
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $50,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any Subsidiary in a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with breach by the present use Company or any Subsidiary or, to the Knowledge of the properties subject thereto or affected thereby. Company, the other party thereto, under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Responsys Inc)
Properties. (i) A Set forth on Schedule 4.2(t)(i) of the Cornerstone Disclosure Memorandum is a true, correct, and complete list of all real property owned or leased by the Company Bancshares or a Subsidiary Cornerstone, or any of their Subsidiaries, as of the Company is set forth in date of this Agreement (including without limitation property carried on the Company’s Disclosure Letterbooks of Cornerstone as “Other Real Estate Owned”). The Company Bancshares and Cornerstone and each of its their Subsidiaries has have good and marketable title to all real property owned by it them (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens, except Liens except (i) liens for current Taxes and assessments not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyfor which adequate reserves have been established. Each lease pursuant to which the Company Bancshares or Cornerstone or any of its their Subsidiaries as lessee, leases real or personal property is valid and binding and in full force and effect as to the Company and the Subsidiaries effect, and neither the Company Bancshares nor Cornerstone nor any of its their Subsidiaries, nor, to the Company’s knowledge, nor any other party to any such lease, is in breach or default under or in violation of any material provisions provision of any such lease. The Company has Cornerstone Parties have previously delivered or made available to Purchaser the SmartFinancial Parties a true, correct, and complete and correct copy of each such lease, including any amendments thereto. All real property owned or leased by the Company Bancshares or Cornerstone, or any of its Subsidiaries are their Subsidiaries, is in all material respects in a good state of maintenance and repair condition (normal wear and tear excepted), conform in all material respects conforms with all applicable ordinances, regulations regulations, and zoning laws and are other Laws, and is reasonably considered by the Company Cornerstone Parties to be adequate for the current business of the Company Cornerstone Parties and its their Subsidiaries. To the knowledge of the Company, none None of the buildings, structures structures, or other improvements located on any real property owned or leased by the Company Bancshares or Cornerstone, or any of its Subsidiaries their Subsidiaries, encroaches upon or over any adjoining parcel or of real estate or any easement or right-of-way.`
(ii) The Company None of the real property owned or leased by Bancshares or Cornerstone, or any of their Subsidiaries, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and each the Cornerstone Parties have no Knowledge that any of its such real property, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. Neither Bancshares nor Cornerstone, nor any of their Subsidiaries, has experienced any restriction in access to or from public roads or any restriction in access to any utilities, including water, sewer, gas, electric, telephone, drainage, and other utilities used by Bancshares or Cornerstone or any of their Subsidiaries has in the operation of their business as presently conducted; there is no pending or, to the Knowledge of the Cornerstone Parties, threatened governmental action that could prohibit or interfere with such access; and, to the Knowledge of the Cornerstone Parties, no fact or condition exists which, with the passage of time or the giving of notice, or both, may result in the termination, reduction, or impairment of such access.
(iii) Bancshares and Cornerstone and their Subsidiaries have good and marketable title to all tangible personal property owned by itthem, in each case free and clear of any and all Liens except such Liens. Each lease pursuant to which Bancshares or Cornerstone, if anyor any of their Subsidiaries, that are not material leases, as lessee, personal property is valid and binding and in character, amount or extentfull force and effect, and that do not materially detract from the valueneither Bancshares nor Cornerstone, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries their Subsidiaries, nor any other party to any such lease, is in default under the terms or in breach or violation of any provision of any such lease. The personal property owned or leased by Bancshares and Cornerstone and their Subsidiaries is in good condition, normal wear and tear excepted, and is sufficient for the carrying on of the business of Bancshares and Cornerstone and their Subsidiaries in the ordinary course consist with past practice.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(iia) The Company and each of its Subsidiaries has good and marketable fee title to, or valid leasehold interests in, all of their tangible properties and tangible assets which are reflected on the Company Balance Sheet, or which are, individually or in the aggregate, material to the business or financial condition of the Company. All such assets and properties, other than assets and properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens, except for Permitted Liens.
(b) Neither the Company nor any of its Subsidiaries owns any real property. Section 3.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property leased by the Company or any of its Subsidiaries involving annual rental payments in excess of $100,000.
(c) The Company or its Subsidiaries, as applicable, holds all rights, title and interest of the tenant to all tangible personal real property owned leased by itthe Company or its Subsidiaries, free and clear of all Liens any encumbrances created by the Company against its leasehold interest (except Permitted Liens). Each lease relating to such Liensleased real property has been duly authorized and executed by the Company or such Subsidiary, if any, that are not material in character, amount or extentas applicable, and that do not materially detract from the valueis in full force and effect, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in any material default under any of said leases nor, to the terms knowledge of the Company, is any other party to such leaseleases in material default.
(d) All tangible assets owned or leased by the Company or its Subsidiaries have been maintained in all material respects in accordance with generally accepted industry practice, are in all material respects in good operating condition and repair, ordinary wear and tear excepted, and are adequate for the uses to which they are being put.
Appears in 1 contract
Properties. (ia) A Section 3.14(a) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of all real property owned or leased by the Company or a Subsidiary each member of the Company is set forth in Group (the Company’s Disclosure Letter“Owned Real Property”). The applicable member of the Company and each of its Subsidiaries Group has good and marketable title in fee simple to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itOwned Real Property, free and clear of all Liens except such LiensEncumbrances (other than Permitted Encumbrances). The Company Group has made available to Trinity and PubCo true and complete copies of the most recent surveys and title policies in their possession with respect to all Owned Real Properties. As of the date of this Agreement, if any, that are not material in character, amount or extentno portion of the Owned Real Property is subject to any pending, and that do not materially detract from to the valueKnowledge of the Companies there is no threatened, condemnation proceeding (or any consensual agreement in lieu thereof), rezoning application or proceeding or other Action.
(b) Section 3.14(b) of the Company Disclosure Schedules sets forth, as of the date of this Agreement, a true and complete list of all material leases, subleases, licenses and other occupancy agreements relating to real property to which any member of the Company Group is a party as lessee, sublessee, licensee, landlord, sublandlord, licensor or occupant with anticipated annual rental payments in excess of $50,000 (the “Real Property Leases”). The applicable member of the Company Group has a valid leasehold estate in all real property occupied by a member of the Company Group (or any employees thereof) pursuant to the Real Property Leases, free and clear of all Encumbrances (other than Permitted Encumbrances). Each of the Real Property Leases to which any member of the Company Group is a party is, subject to the Enforceability Exceptions, in full force and effect and is a valid and binding agreement of the applicable member of the Company Group.
(c) No member of the Company Group, or materially interfere to the Knowledge of the Companies, any other person or party thereto, is in breach in any material respect or default under any of the Real Property Leases, and to the Knowledge of the Companies, there has not occurred any event that with the present use lapse of time or the giving of notice or both would constitute such a breach or default under any of the properties subject Real Property Leases.
(d) The Company Group has made available to Trinity true and complete copies of all such Real Property Leases (including all modifications and amendments thereto and guaranties and renewals thereof), and none of the Real Property Leases has been modified in any material respect, except to the extent that such modifications are disclosed by the copies of same made available to Trinity and PubCo.
(e) Except as would not reasonably be expected to be material to the Company Group, taken as a whole, each member of the Company Group has good and marketable title to, or affected thereby. With respect holds a valid leasehold interest in, or a valid license to use, all of the assets and personal property used in the business by such member of the Company and its Subsidiaries that is leased rather than owned, neither Group in the Company nor any operation of its Subsidiaries is in default under the terms respective Business, free and clear of any such leaseEncumbrances (other than Permitted Encumbrances).
Appears in 1 contract
Properties. (i) A list of all All real and personal property owned or leased by the Company CFC or a Subsidiary of the Company CFC or presently used by any of them in their respective business is set forth in good condition (ordinary wear and tear excepted) and is sufficient to carry on its business in the Companyordinary course of business consistent with its past practices. CFC has good, marketable and valid title free and clear of all Liens to all of the real properties and all material personal properties and assets reflected on the consolidated balance sheet CFC as of September 30, 2010, included in CFC’s Disclosure LetterSecurities Documents or acquired after such date, other than properties sold by CFC in the ordinary course of business, except as reflected on the consolidated balance sheet of CFC as of September 30, 2010 included in CFC’s Securities Documents filed prior to the date of this Agreement. The Company All real and personal property which is material to CFC’s business on a consolidated basis and leased or licensed by CFC or a Subsidiary of CFC 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 Effective Time and CFC and each of its Subsidiaries has good the right to use and marketable title to all occupy such leased real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extentthe full term, and do not materially detract from the value, or materially interfere in accordance with the present use conditions of the properties subject thereto or affected therebylease relating thereto. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company Neither CFC nor any of its Subsidiaries is in has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the terms knowledge of CFC or Cascade Bank, as of the date hereof, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (i) result in a violation or breach of any such of the provisions of any real property lease, (ii) give any Person the right to declare a default or exercise any remedy under any real property lease, (iii) give any Person the right to accelerate the maturity or performance of any real property lease, or (iv) give any Person the right to cancel, terminate or modify any real property lease. CFC and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended.
Appears in 1 contract
Properties. (ia) A Section 4.15(a) of the Company Disclosure Letter contains, as of the date of this Agreement, a true and complete list of all real property and interests in real property owned or leased in fee simple by the Company or a Subsidiary any of the Company is set forth in Subsidiaries. Except as had not had, and would not reasonably be expected to have, a Company Material Adverse Effect, the Company’s Disclosure Letter. The Company and each of its the Company Subsidiaries has good have good, valid and marketable title to all real property owned by it (including any property acquired title, in a judicial foreclosure proceeding fee or by way of a deed in lieu of foreclosure valid leasehold, easement or similar transfer)other rights, in each case case, free and clear of all liens other than Permitted Liens, to the land, buildings, structures and other improvements thereon and fixtures thereto necessary to permit the Company and the Company Subsidiaries to conduct their business as currently conducted. With respect to the real property owned in fee simple by the Company or any Liens except of the Company Subsidiaries, the Company or Subsidiary has not leased or otherwise granted to any Person the right to use or occupy real property or any material portion thereof and other than the right of Parent pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such owned real property or any portion thereof or interest therein.
(ib) liens for Taxes not yet due and payable and (iiSection 4.15(b) such easements, restrictions and encumbrances, if anyof the Company Disclosure Letter contains, as are not material in characterof the date of this Agreement, amount a true and complete list of all real property that is leased, subleased, sub-subleased, or extentlicensed to, or otherwise occupied by, the Company and the Company Subsidiaries, as applicable, and do not materially detract from the valuesets forth a list of any and all material leases, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant subleases, sub-subleases, licenses and purchase options to which the Company or any Company Subsidiary is a party with respect thereto (collectively, the “Real Estate Leases”). True and complete copies of its Subsidiaries as lesseeall Real Estate Leases (including all modifications, leases real or personal property amendments, guaranties, supplements and side letters thereto) have been made available to Parent.
(c) With respect to each Real Estate Lease (i) such Real Estate Lease is valid and in full force and effect as to and a valid, binding and legally enforceable obligation of the Company and the Subsidiaries and neither or one of the Company nor any of its Subsidiaries, noras the case may be, and, to the Knowledge of the Company’s knowledge, of the other parties thereto, except, in each case, as enforcement may be limited by bankruptcy, insolvency, reorganization or similar Laws affecting creditors’ rights generally and by general principles of equity; (ii) such Real Estate Lease has not been amended or modified in any other party material respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; (iii) except with respect to any such lease, is in default or in violation Permitted Liens granted under the terms of any material provisions of the Real Estate Leases such Real Estate Lease, has not been assigned in any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased manner by the Company or any of its Subsidiaries are the applicable Company Subsidiaries, other than, in all material respects each case, any matters that, individually or in the aggregate, would not have, a good state of maintenance and repair Company Material Adverse Effect; (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by iv) the Company to be adequate for the current business or Company Subsidiary’s possession and quiet enjoyment of the Company leased real property under such Real Estate Lease has not been disturbed, and its Subsidiaries. To to the knowledge Knowledge of the Company, none of the buildingsthere are no defaults with respect to such Real Estate Lease, structures or other improvements located on any real property owned or leased by any material portion thereof; and (v) the Company or Company Subsidiary has not subleased, licensed or otherwise granted any of its Subsidiaries encroaches upon Person the right to use or over any adjoining parcel or real estate occupy such leased property or any easement or right-of-waymaterial portion thereof.
(iid) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its the Company Subsidiaries is in has received a notice of default under any Real Estate Lease during the terms of any such leaselast six (6) months which remains uncured.
Appears in 1 contract
Properties. (a) Section 2.8(a) of the Company Disclosure Schedule identifies (x) the street address of each parcel of Company Leased Real Property, (y) the identification of the Company Lease and the Company Ancillary Lease Documents and (z) the identity of the lessor, lessee and current occupant (if different than the lessee) of each such parcel of Company Leased Real Property. With respect to each Company Lease, except as would not, individually or in the aggregate, have a Company Material Adverse Effect:
(i) A list the Company Leases and the Company Ancillary Lease Documents are valid, binding and, subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws relating to creditors’ rights and general principles of all real property owned equity, enforceable and in full force and effect and have not been modified or leased by amended, and the Company or a Subsidiary of the Company, as applicable, holds a valid and existing leasehold interest under such Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case Leases free and clear of any Liens Encumbrances except (iPermitted Encumbrances. The Company and its Subsidiaries have delivered or made available to Orion full, complete and accurate copies of each of the Company Leases and all Company Ancillary Lease Documents described in Section 2.8(a)(i) liens for Taxes not yet due and payable and of the Company Disclosure Schedule;
(ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use none of the properties Company Leased Real Property is subject thereto or affected thereby. Each lease pursuant to which any Encumbrance other than a Permitted Encumbrance;
(iii) the Company or any of its Subsidiaries as lesseeLeases and all Company Ancillary Lease Documents shall continue to be legal, leases real or personal property is valid valid, binding, enforceable and in full force and effect as on identical terms following the Closing;
(iv) with respect to each of the Company and the Subsidiaries and neither Leases, none of the Company or its Subsidiaries has exercised or given any notice of exercise, nor has any lessor or landlord exercised or received any notice of exercise, of any option, right of first offer or right of first refusal contained in any such Company Lease or Company Ancillary Lease Document, including any such option or right pertaining to purchase, expansion, renewal, extension or relocation;
(v) none of the Company or its Subsidiaries, nor, to the Knowledge of the Company’s knowledge, any other party to any such lease, Company Leases or Company Ancillary Lease Documents is in default breach or in violation of any material provisions of any such lease. The Company has previously delivered default, and, to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, no event has occurred which, with notice or lapse of time, would constitute such a breach or default or permit termination, modification or acceleration under the Company Leases or any Company Ancillary Lease Documents;
(vi) no party to the Company Leases has repudiated any provision thereof and there are no disputes, oral agreements or forbearance programs in effect as to the Company Leases; and
(vii) none of the buildings, structures or other improvements located on any real property owned or leased by the Company or its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any of its Subsidiaries encroaches upon rights and interest in the leasehold or over subleasehold under any adjoining parcel or real estate of the Company Leases or any easement or right-of-wayCompany Ancillary Lease Documents.
(iib) The Company and each of its Subsidiaries has own good and marketable title to all tangible personal property owned by ittitle, free and clear of all Liens except such LiensEncumbrances, 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 properties subject thereto or affected thereby. With respect to all personal property used and other non-real estate assets, in all cases excluding the business of Company Intellectual Property, necessary to conduct the Company Business, except for Permitted Encumbrances. The Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases to use, possess and control all personal property leased by the Company and its Subsidiaries that is leased rather than ownedas now used, neither possessed and controlled by the Company or its Subsidiaries, as applicable.
(c) The Company Leased Real Property constitutes all of the real property used or occupied by the Company and its Subsidiaries in connection with the conduct of the Company Business.
(d) None of the Company or its Subsidiaries has any Company Owned Real Property, nor is any of the Company or its Subsidiaries is in default under the terms of a party to or bound by or subject to any such leaseagreement, contract or commitment, or any option to purchase, any real or immovable property.
Appears in 1 contract
Samples: Merger Agreement (OvaScience, Inc.)
Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none the Borrowers ----------- and the Restricted Subsidiaries (to the knowledge of any Executive Officer in the case of the buildingsRCN-BecoCom Group and the Starpower Group so long as they are Restricted Subsidiaries) has good title to, structures or valid leasehold interests in, all its real and personal property material to its business (including its Mortgaged Properties), except for the exceptions listed in each title insurance policy relating to such Mortgaged Property minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes.
(b) Each of the Company, the Borrowers and the Restricted Subsidiaries (to the knowledge of any Executive Officer in the case of the RCN-BecoCom Group and the Starpower Group so long as they are Restricted Subsidiaries) owns, or is licensed to use, all trademarks, tradenames, copyrights, patents and other improvements located on intellectual property material to its business, and the use thereof by the Company, the Borrowers and the Restricted Subsidiaries (to the knowledge of any Executive Officer in the case of the RCN- BecoCom Group and the Starpower Group so long as they are Restricted Subsidiaries) does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to result in a Material Adverse Effect.
(c) Schedule 3.05 sets forth the address of each real property having a book value on the Effective Date in excess of $100,000 that is owned or leased by the Company Company, the Borrowers or any of its the Company Group Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayas of the Effective Date after giving effect to the Financing Transactions.
(iid) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 As of the properties subject thereto or affected thereby. With respect to personal property used in Effective Date, neither the business Company, the Borrowers nor any of the Company and its Group Subsidiaries that is leased rather than ownedhas received notice of, or has knowledge of, any pending or contemplated condemnation proceeding affecting any Mortgaged Property or any sale or disposition thereof in lieu of condemnation. As of the Effective Date, neither the Company any Mortgaged Property nor any interest therein is subject to any right of its Subsidiaries is in default under the terms of any first refusal, option or other contractual right to purchase such leaseMortgaged Property or interest therein.
Appears in 1 contract
Samples: Credit Agreement (RCN Corp /De/)
Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 3.14(b) of the Company Disclosure Letter contains a true and complete list of all real property leased or subleased (whether as tenant or subtenant) by the Company or any Subsidiary of the Company (including the improvements thereon, the “Leased Real Property”).
(c) The Company or one of its Subsidiaries has valid leasehold estates in all Leased Real Property free and clear of all Encumbrances, except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Leased Real Property, other than any use and occupancy rights granted to third-party owners, tenants or licensees pursuant to agreements with respect to such real property entered in the ordinary course of business.
(i) Each lease for the Leased Real Property is in full force and effect and is valid and enforceable in accordance with its terms, except that (x) such enforcement may be subject to applicable bankruptcy, reorganization, insolvency, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (y) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought, and (ii) there is no default under any lease for the terms Leased 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 or the giving of notice or both, would constitute a default by the Company or its Subsidiaries thereunder.
(e) (i) There are no pending or, to the Knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Leased Real Property, and (ii) the Company has not received any written notice of the intention of any such leaseGovernmental Entity or other Person to take any Leased Real Property.
Appears in 1 contract
Properties. (ia) A list The Company or one of the Company Subsidiaries has good and valid title to all real property the properties and assets reflected in the latest audited balance sheet included in the Company SEC Reports as being owned or leased by the Company or a such Company Subsidiary of or acquired after the Company is set forth in date thereof that are material to the Company’s Disclosure Letter. The Company and each business on a consolidated basis (except properties sold or otherwise disposed of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired since the date thereof in a judicial foreclosure proceeding or by way the ordinary course of a deed in lieu of foreclosure or similar transferbusiness), in each case free and clear of all Liens other than Permitted Liens.
(b) Neither the Company nor any Liens except (iof the Company Subsidiaries owns in fee any real property. Section 3.17(a) liens for Taxes not yet due of the Company Disclosure Letter contains a true, correct and payable and (ii) such easements, restrictions and encumbrances, if anycomplete list, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto date of this Agreement, of all of the existing leases, subleases, licenses or affected thereby. Each lease other agreements pursuant to which the Company or any Company Subsidiary uses or occupies, or has the right to use or occupy any real property involving payments in excess of its Subsidiaries $250,000 per annum (collectively, the “Leases”). Except as lesseewould not, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default individually or in violation of any material provisions of any such lease. The the aggregate, have had or reasonably be expected to have a Company has previously delivered Material Adverse Effect: (i) to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none there are no disputes with respect to any Lease; and (ii) 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 buildingsproperties purported to be leased or licensed thereunder.
(c) Section 3.17(c) of the Company Disclosure Letter contains a true, structures correct and complete list of all of the existing material subleases, licenses or similar agreements pursuant to which the Company or any Company Subsidiary grants to any Person, other improvements located on any real property owned or leased by than the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedSubsidiaries, neither any right to use or occupy any real property covered by any Lease (collectively, the Company nor any of its Subsidiaries is in default under the terms of any such lease“Subleases”).
Appears in 1 contract
Samples: Merger Agreement (Tubemogul Inc)
Properties. (ia) A Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 3.11(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all material real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company leases, subleases and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant other occupancy arrangements to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid a party and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, each amendment thereto material to the Company’s knowledge, any other party business (the “Real Property Leases”). Each premise subject to any such lease, a Real Property Lease is in default or in violation of any material provisions of any such lease. hereinafter referred to as a “Leased Property.” The Company has previously delivered made available to Purchaser Parent a true, correct and complete and correct copy of each such leaseReal Property Lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business Except as set forth on Section 3.11(b) of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedDisclosure Letter, neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. With respect to each Real Property Lease, (i) such Real Property Lease is in full force and effect and is valid and binding on the Company and its Subsidiaries, as applicable and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law), (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in material breach or violation of, or in material default under, such Real Property Lease and (iii) no event has occurred or circumstance exists (including the consummation of the transactions contemplated by this Agreement) which, with the delivery of notice, the passage of time or both, would result in a material breach or violation of, or a material default under, such Real Property Lease, or permit the termination, modification or acceleration of rent under the terms of any such leaseReal Property Lease.
Appears in 1 contract
Samples: Merger Agreement (Lions Gate Entertainment Corp /Cn/)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company Borrower and each of its Subsidiaries has good and marketable title to, or valid, subsisting and enforceable leasehold interests in, all Property material to its business. All machinery and equipment of each of the Borrower and its Subsidiaries is in good operating condition and repair, and all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way necessary replacements of a deed in lieu and repairs thereto have be made so as to preserve and maintain the value and operating efficiency of foreclosure or similar transfer), in each case free such machinery and clear of any Liens except (i) liens for Taxes not yet due and payable and equipment.
(ii) such easementsSet forth on Schedule 6.01(e) hereto is a complete list of all Patents, restrictions Trademarks and encumbrancesCopyrights. The Borrower and its Subsidiaries own, if anyor are licensed to use, as are not all Patents, Trademarks and Copyrights and other intellectual property material in characterto their business (collectively, amount or extentthe "PROPRIETARY RIGHTS"), and do not materially detract from to the value, or materially interfere with the present use knowledge of the properties subject thereto or affected thereby. Each lease pursuant to which Borrower and its Subsidiaries, the Company use thereof by the Borrower or any of its Subsidiaries does not infringe upon the rights of any other Person, except for any such infringements that, individually or in the aggregate, could not reasonably be expected to have a Material Adverse Effect.
(iii) Schedule 6.01(e) clearly identifies all Patents, Trademarks and Copyrights that have been duly registered in, filed in or issued by the PTO or the United States Register of Copyrights (collectively, the "REGISTERED PROPRIETARY RIGHTS"). The Registered Proprietary Rights have been properly maintained and renewed in accordance with all applicable provisions of law and administrative regulations in the United States, as lesseeapplicable. The Borrower and its Subsidiaries have taken commercially reasonable steps to protect their Registered Proprietary Rights and to maintain the confidentiality of all Proprietary Rights that are not generally in the public domain.
(iv) As of the date hereof, leases real Schedule 6.01(e) contains a true, accurate and complete list of (A) all Real Property Assets, whether owned or personal property leased, and (B) all Leases, subleases or assignments of Leases (together with all amendments, modifications, supplements, renewals or extensions of any thereof) affecting each Leasehold Property, regardless of whether the Borrower or any of its Subsidiaries is valid and the landlord or tenant (whether directly or as an assignee or successor in interest) under such Lease, sublease or assignment. Except as specified in Schedule 6.01(e), each agreement listed in clause (B) of the immediately preceding sentence is in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company Borrower nor any of its Subsidiaries is in default under the terms has any knowledge of any default that has occurred and is continuing thereunder, and each such leaseagreement constitutes the legal, valid and binding obligation of the Borrower and each of its Subsidiaries, as applicable, enforceable against the Borrower and each of its Subsidiaries, as applicable, in accordance with its terms, except as enforcement may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws relating to or limiting creditors' rights generally or by equitable principles.
Appears in 1 contract
Properties. (ia) A list of all real property owned or leased by Neither the Company or a Subsidiary nor any of its Subsidiaries owns any real property.
(b) Section 3.16(b) of the Company is set Disclosure Letter sets forth in the Company’s Disclosure Letter. The Company a true, complete and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if anycorrect list, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto date hereof, of all material leases, subleases or affected thereby. Each lease other occupancy arrangements pursuant to which the Company or any of its Subsidiaries as lesseeis a party or has a right to use the real property owned by another Person (each, leases real a “Lease”), including the address or personal property location and use of the subject Leased Real Property. Each Lease for the Leased Real Property is valid valid, binding and in full force and effect as with respect to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in to the extent a good state of maintenance and repair (normal wear and tear excepted)party thereto and, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by to the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of each other party thereto, subject to the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company Bankruptcy and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected therebyEquity Exception. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries is in breach of or default under any Lease with respect to Leased Real Property, and, to the terms Knowledge of the Company, no other party is in breach of or default under any lease with respect to Leased Real Property, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) The ownership, occupancy, use and operation of the Leased Real Property does not violate any instrument of record or Contract affecting such property, except as has not had and 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 (i) appropriation, condemnation, eminent domain or like Proceedings relating to the Leased Real Property or (ii) Proceedings to change the zoning classification, variance, special use or other applicable land use Law of any such leaseportion or all of the Leased Real Property, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(d) All material tangible assets (including Leased Real Property) of the Company and its Subsidiaries are, in the aggregate (and with due consideration for reasonable wear and tear and the age of each specific tangible asset), in sufficient operating condition and repair, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. At the Effective Time, the Company and its Subsidiaries will own, or have a valid legal right to use, sufficient property, assets and other rights (whether tangible or intangible) to be able to operate and conduct the businesses and the operations of the Company and its Subsidiaries in substantially the same manner as conducted as of the date of this Agreement, except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 1 contract
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens except such Liens, if anyexcept for Permitted Liens.
(b) Section 4.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property currently owned by the Company or any of its Subsidiaries (each, that an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $100,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company nor the consummation by the Company of the transactions contemplated hereby. No Lease Agreement is subject to any Lien other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any third party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with the present use of the properties subject thereto or affected thereby. breach by any party under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has subleased, licensed or otherwise granted anyone a right to use or occupy such Leased Real Property or any material portion thereof. The Company and each of its Subsidiaries enjoy peaceful and undisturbed possession of the terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 1 contract
Properties. (i) 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 other than immaterial Leased Real Property that is not used for retail stores.
(a) 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, with respect to the parcels of real property owned or leased in fee by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each any of its Subsidiaries has good Subsidiaries, and marketable title to all real property owned by it (buildings, structures, improvements, and fixtures thereon, together with all rights of way, easements, privileges and appurtenances pertaining or belonging thereto, including any property acquired in a judicial foreclosure proceeding or by way right, title and interest of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries in and to any street or other property adjoining any portion of such property (the “Owned Real Property”): (i) the Company or one of its Subsidiaries, as lesseeapplicable, leases has good and marketable title to the Owned Real Property, free and clear of all Encumbrances; (ii) there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein, and no other Person has any right to use any portion of the Owned Real Property; and (iii) there are no pending, or to the knowledge of the Company, threatened, condemnation proceedings with respect to any of the Owned Real Properties.
(b) With respect to the real property leased, subleased or personal licensed to the Company or its Subsidiaries (the “Leased Real Property”): (i) the lease, sublease or license for such property (each, a “Company Lease”) is valid valid, legally binding, enforceable and in full force and effect as to effect, (ii) the Company and the Subsidiaries and neither the has not received written notice that any payments required to have been made under any Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased Lease by the Company or any of its Subsidiaries are have not been made in all any material respects respect, (iii) none of the Company or any of its Subsidiaries is in material breach of or default under any Company Lease, and, to the knowledge of the Company, no event has occurred which, with notice, lapse of time or both, would constitute a good state material breach or default by any of maintenance the Company or its Subsidiaries or permit termination, modification or acceleration by any third party thereunder, or prevent or materially impair the consummation of the transactions contemplated by this Agreement and repair (normal wear iv) the execution, delivery and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered performance of this Agreement by the Company does not, and the consummation of the Offer, the Merger and the other transactions contemplated hereby will not, constitute or result in, with or without notice, lapse of time or both, a material breach or violation of, a termination, cancellation or modification (or provide a right of termination, cancellation or modification) or material default under, the payment of additional material fees, the creation, change or acceleration of any material rights or obligations under, any requirement to provide notice to, or require consent or approval from, the other party thereto, in each case, pursuant to any Company Lease, except in each case, for such invalidity, failure to be adequate for binding, unenforceability, ineffectiveness, breaches, defaults, terminations, modifications, accelerations or repudiations that, individually or in the current aggregate, are not material to the business of the Company and its Subsidiaries. To .
(c) For purposes of this Section 4.11(c) only, “Encumbrance” means any Lien, mortgage, easement, imperfection of title, title exception, title defect, or encumbrance of any kind in respect of such asset but specifically excludes (the knowledge following, “Permitted Encumbrances”): (i) specified encumbrances described in Section 4.11(c) of the Company, none of the buildings, structures Company Disclosure Schedule; (ii) encumbrances for current Taxes or other improvements located 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 any real property owned or leased by the part of the Company or any of its Subsidiaries encroaches upon and reflected on or over any adjoining parcel specifically reserved against or real estate otherwise disclosed in the Company’s consolidated balance sheets (and the notes thereto) included in the Company Reports filed prior to the date of this Agreement or any easement incurred or right-of-way.
arising after the Balance Sheet Date in the ordinary course of business; (iiiv) The defects, imperfections or irregularities in title and other Encumbrances which, individually or in the aggregate, do not materially impair the continued use of or value of the applicable property owned, leased, used or held for use by the Company and each any of its Subsidiaries has good and marketable title to all tangible personal property owned by itSubsidiaries; (v) statutory, free and clear common law or contractual liens of all Liens except such Liens, if any, landlords for amounts that are not material yet due and payable or are being contested in character, amount or extent, good faith by appropriate proceedings and (vi) other encumbrances that do not not, individually or in the aggregate, materially detract from impair the valuecontinued use, operation, value or materially interfere with the present use marketability of the properties subject thereto specific parcel of Owned Real Property to which they relate or affected thereby. With respect to personal property used in the conduct of the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseas presently conducted.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(iia) The Company and each of its Subsidiaries has good and marketable valid title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially detract from the valueto, or materially interfere otherwise has the right to use pursuant to a valid and enforceable lease, license or similar contractual arrangement, all of its material assets (real and personal, tangible and intangible) and such assets are all of the assets used in and required in connection with the present use operation of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries as currently conducted.
(b) Section 4.14(b) of the Company Disclosure Schedule identifies all of the real estate leases and subleases for the real property used or occupied by the Company or any of its Subsidiaries (the “Leases”). Each of the Leases is valid, binding and in full force and effect, and is enforceable against the Company or its Subsidiary that is leased rather than owneda party to such Lease and each other party thereto in accordance with its terms, neither except as such enforcement may be limited by (i) the effect of bankruptcy, insolvency, reorganization, receivership, conservatorship, arrangement, moratorium or other laws affecting or relating to the rights of creditors generally, or (ii) the rules governing the availability of specific performance, injunctive relief or other equitable remedies and general principles of equity, regardless of whether considered in a proceeding in equity or at law. There exists no material default or condition, or any state of facts or event that with the passage of time or giving of notice would constitute a material default, in the performance by the Company or its Subsidiaries or Affiliates of their respective obligations under any of the Leases or, to the Knowledge of the Company, by any other party to any of the Leases. None of the Company or its Affiliates has received any written or, to the Knowledge of the Company, oral communication from the landlord or lessor under any of the Leases claiming that the Company or any of its Subsidiaries or Affiliates is in breach of its obligations under the respective Leases.
(c) Section 4.14(c) of the Company Disclosure Schedule sets forth each parcel of real property, including the owner thereof, which the Company or its Subsidiaries owns (the “Owned Real Property”). Each of the Company and its Subsidiaries, as applicable, has good and valid fee simple title to the Owned Real Property. Each Owned Real Property is free and clear of all Encumbrances (except for Permitted Encumbrances). Neither the Company nor any of its Subsidiaries is have entered into any leases, arrangements, licenses or other agreements pursuant to which the Company or its Subsidiaries have contracted to sell or lease all or any portion of the Owned Real Property to a third party. To the Knowledge of the Company, there are neither any actual nor threatened in default under writing, condemnation or eminent domain proceedings that affect the terms Owned Real Property or any part thereof, and the Company and its Subsidiaries have not received any notice of such condemnation or eminent domain proceedings from any such leaseGovernmental Authority.
Appears in 1 contract
Samples: Securities Exchange Agreement (Arcadia Biosciences, Inc.)
Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary Section 3.14(a) of the Company is set Disclosure Letter sets forth in a true, complete and accurate list of the Company’s Disclosure Lettercommon address of each parcel of Owned Real Property. The Company and each or one of its Subsidiaries has good and marketable fee simple title (or its jurisdictional equivalent) to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its Owned Real Property, in each case case, free and clear of all Encumbrances except Permitted Encumbrances. The Company or one of its Subsidiaries has exclusive possession of each Owned Real Property, other than any Liens except (iuse and occupancy rights granted to third-party owners, tenants or licensees pursuant to Contracts with respect to such real property entered in the ordinary course of business and disclosed on Section 3.14(a) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto Company Disclosure Letter.
(b) Section 3.14(b) of the Company Disclosure Letter sets forth a true, complete and accurate list of the common address of each parcel of Leased Real Property and the lease, license, occupancy agreement or affected thereby. Each lease other similar Contract pursuant to which the Company or any of its Subsidiaries as lesseeis granted the right to use and occupy such Leased Real Property (any such leases, leases real licenses, occupancy agreements or personal property is valid and in full force and effect as to other similar Contracts, the “Leases”). The Company and the Subsidiaries and neither the Company nor any or one of its Subsidiaries, noras applicable, has, subject to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business terms of the Company and applicable Lease, valid leasehold interests in its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itLeased Real Property, free and clear of all Liens any Encumbrances except such Liens, 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 properties subject thereto or affected therebyPermitted Encumbrances. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, each Lease (i) neither the Company nor any of its Subsidiaries is (and, to the Knowledge of the Company, no other party is) in material default thereunder, (ii) each 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, (iii) the Company and its Subsidiaries have performed, in all material respects, all obligations required to be performed by them to date under such Lease and are not (with or without the terms lapse of time or the giving of notice, or both) in material breach thereunder and (iv) neither the Company nor any of its Subsidiaries has received any written notice of termination with respect to, and, to the Knowledge of the Company, no party has threatened to terminate, any such Lease.
(c) There are no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or rezoning proceedings or similar actions that affect any material portion of Owned Real Property or Leased Real Property. Neither the Company nor any of its Subsidiaries has granted or is obligated under any option, right of first offer, right of first refusal or other contractual right to purchase, acquire, sell or dispose of any such leasematerial real property or any material portion thereof or material interest therein. Neither the Company nor any Company Subsidiary occupies and performs any manufacturing or other material operations on real property other than on the Owned Real Property or the Leased Real Property.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(iia) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material properties and material tangible personal property owned by itassets. All such assets and properties, other than assets and properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens except such Liens, 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 except for Permitted Liens.
(b) Section 3.22(b) of the properties subject thereto Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property leased by the Company or affected therebyany of its Subsidiaries (each, a “Leased Real Property”). Neither the Company nor any of its Subsidiaries owns or has previously owned in fee any real property or held any other interests in real property (other than the leasehold interests in the Leased Real Property).
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries has 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 Leased Real Property.
(d) All leases (“Lease”) with respect to the Leased Real Property are valid, in full force and effect and enforceable, and there are no existing defaults on the part of the Company or any of its Subsidiaries, and, as of the date hereof, the Company or any of its Subsidiaries has not received or given notice of default or claimed default with respect to any Lease, nor is in there any event that with notice or lapse of time, or both, would constitute a default under on the terms part of the Company or its Subsidiaries thereunder. The Company has delivered to Parent accurate and complete copies of all Leases and any such leaseamendments and modifications thereof.
Appears in 1 contract
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $50,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with the present use of the properties subject thereto or affected thereby. breach by any party under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Textura Corp)
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $1,000,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any of its Subsidiaries in a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or Table of Contents occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with breach by the present use Company or any of its Subsidiaries or, to the Knowledge of the properties subject Company, the other party thereto or affected thereby. under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company New England Bancshares and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company New England Bancshares or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company New England Bancshares nor any of its Subsidiaries, nor, to the Company’s knowledgeNew England Bancshares’ Knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Set forth in New England Bancshares’ Disclosure Letter is a complete and correct copy accurate list of each all such leaseleases. All real property owned or leased by the Company New England Bancshares or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company New England Bancshares to be adequate for the current business of the Company New England Bancshares and its Subsidiaries. To the knowledge Knowledge of the CompanyNew England Bancshares, none of the buildings, structures or other improvements located on any real property owned or leased by the Company New England Bancshares or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company New England Bancshares and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company New England Bancshares and its Subsidiaries that is leased rather than owned, neither the Company New England Bancshares nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (ia) A The Company does not own any real property.
(b) The Company has disclosed in the Company SEC Documents a list of all material leased or subleased real property owned or leased by for which the Company or a Subsidiary of the Company is set forth a tenant or subtenant (such real property, the “Company Real Property”) to the extent required under SEC rules and regulations. Except as would not reasonably be expected to have, individually or in the Company’s Disclosure Letter. The aggregate, a Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)Material Adverse Effect, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and each lease or sublease or other occupancy agreement (iitogether with any material amendments, each, a “Material Real Property Lease”) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to under which the Company or any of its Subsidiaries as lesseeleases, leases real subleases, or personal property otherwise uses or occupies any such Company Real Property is valid and in full force and effect as to the Company and the Subsidiaries and effect, (ii) neither the Company nor any of its Subsidiaries, nor, nor to the Company’s knowledge, Knowledge of the Company any other party to a Material Real Property Lease, has violated any such leaseprovision of, is in or taken or failed to take any act which, with or without notice, lapse of time, or both, would constitute a default or in violation of any material under the provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentMaterial Real Property Lease, and that do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries has received or given any notice in writing that it or a counterparty has breached, violated or defaulted under any Material Real Property Lease where such breach, violation or default remains uncured, (iii) neither the Company nor any of its Subsidiaries has subleased or otherwise granted any person the right to use or occupy any Company Real Property and (iv) there is in default under no condemnation proceeding pending or, to the terms Knowledge of the Company, threatened as to any such leaseCompany Real Property nor any casualty which has not been fully restored.
Appears in 1 contract
Samples: Merger Agreement (Zendesk, Inc.)
Properties. (i) A list of all real property owned or leased by the Company HV Bancorp, HV Bank or a Subsidiary of the Company HV Bank is set forth in the CompanyHV Bancorp’s Disclosure Letter. The Company HV Bancorp, HV Bank and each of its their Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company HV Bancorp, HV Bank or any of its their Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company HV Bancorp, HV Bank and the Subsidiaries and neither the Company HV Bancorp, HV Bank nor any of its their Subsidiaries, nor, to the CompanyHV Bancorp’s and HV Bank’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company HV Bank has previously delivered to Purchaser Victory Bancorp a complete and correct copy of each such lease. All real property owned or leased by the Company HV Bancorp, HV Bank or any of its their Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company HV Bancorp and HV Bank to be adequate for the current business of the Company HV Bancorp, HV Bank and its their Subsidiaries. To the knowledge of the CompanyHV Bancorp and HV Bank, none of the buildings, structures or other improvements located on any real property owned or leased by the Company HV Bancorp, HV Bank or any of its their Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company HV Bancorp, HV Bank and each of its their Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company HV Bancorp, HV Bank and its their Subsidiaries that is leased rather than owned, neither the Company HV Bancorp, HV Bank nor any of its their Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Samples: Merger Agreement (HV Bancorp, Inc.)
Properties. (i) A Set forth on Schedule 5.2(t)(i) of the SmartFinancial Disclosure Memorandum is a true, correct, and complete list of all real property owned or leased by the Company SmartFinancial or a Subsidiary SmartBank, or any of their Subsidiaries, as of the Company is set forth in date of this Agreement (including without limitation property carried on the Company’s Disclosure Letterbooks of SmartBank as “Other Real Estate Owned”). The Company SmartFinancial and SmartBank and each of its their Subsidiaries has have good and marketable title to all real property owned by it them (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any and all Liens, except Liens except (i) liens for current Taxes and assessments not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyfor which adequate reserves have been established. Each lease pursuant to which the Company SmartFinancial or SmartBank or any of its their Subsidiaries as lessee, leases real or personal property is valid and binding and in full force and effect as to the Company and the Subsidiaries effect, and neither the Company SmartFinancial nor SmartBank nor any of its their Subsidiaries, nor, to the Company’s knowledge, nor any other party to any such lease, is in breach or default under or in violation of any material provisions provision of any such lease. The Company has SmartFinancial Parties have previously delivered or made available to Purchaser the Cornerstone Parties a true, correct, and complete and correct copy of each such lease, including any amendments thereto. All real property owned or leased by the Company SmartFinancial or SmartBank, or any of its Subsidiaries are their Subsidiaries, is in all material respects in a good state of maintenance and repair condition (normal wear and tear excepted), conform in all material respects conforms with all applicable ordinances, regulations regulations, and zoning laws and are other Laws, and is reasonably considered by the Company SmartFinancial Parties to be adequate for the current business of the Company SmartFinancial Parties and its their Subsidiaries. To the knowledge of the Company, none None of the buildings, structures structures, or other improvements located on any real property owned or leased by the Company SmartFinancial or SmartBank, or any of its Subsidiaries their Subsidiaries, encroaches upon or over any adjoining parcel or of real estate or any easement or right-of-way.
(ii) The Company None of the real property owned or leased by SmartFinancial or SmartBank, or any of their Subsidiaries, nor any building, structure, fixture, or improvement thereon, is the subject of, or affected by, any condemnation, taking, eminent domain, or inverse condemnation proceeding currently instituted or pending, and each the SmartFinancial Parties have no Knowledge that any of its such real property, or any such building, structure, fixture, or improvement, will or may the subject of, or affected by, any such proceeding. Neither SmartFinancial nor SmartBank, nor any of their Subsidiaries, has experienced any restriction in access to or from public roads or any restriction in access to any utilities, including water, sewer, gas, electric, telephone, drainage, and other utilities used by SmartFinancial or SmartBank or any of their Subsidiaries has in the operation of their business as presently conducted; there is no pending or, to the Knowledge of the SmartFinancial Parties, threatened governmental action that could prohibit or interfere with such access; and, to the Knowledge of the SmartFinancial Parties, no fact or condition exists which, with the passage of time or the giving of notice or both, may result in the termination, reduction, or impairment of such access.
(iii) SmartFinancial and SmartBank and their Subsidiaries have good and marketable title to all tangible personal property owned by itthem, in each case free and clear of any and all Liens except such Liens. Each lease pursuant to which SmartFinancial or SmartBank, if anyor any of their Subsidiaries, that are not material leases, as lessee, personal property is valid and binding and in character, amount or extentfull force and effect, and that do not materially detract from the valueneither SmartFinancial nor SmartBank, or materially interfere with the present use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries their Subsidiaries, nor any other party to any such lease, is in default under the terms or in breach or violation of any provision of any such lease. The personal property owned or leased by SmartFinancial and SmartBank and their Subsidiaries is in good condition, normal wear and tear excepted, and is sufficient for the carrying on of the business of SmartFinancial and SmartBank and their Subsidiaries in the ordinary course consist with past practice.
Appears in 1 contract
Properties. (a) Except as would not have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good have good, valid, legal and marketable beneficial title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the valueto, or materially interfere with in the present use case of the leased property and leased tangible assets, valid leasehold interests in, all of their respective material real properties subject thereto or affected therebyand tangible assets. Each lease pursuant to All such material assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all material Liens.
(ii) Section 3.15(a)(ii) of the Company Disclosure Schedule sets forth, as lesseeof the date of this Agreement, leases (A) a true and complete list of all real property leased, subleased, licensed or personal property is valid otherwise occupied by the Company or any of its Subsidiaries (collectively, the “Leased Real Property”) and in full force and effect (B) amounts payable by the Company or any of its Subsidiaries related to each such Leased Real Property. No Person other than the Company or its Subsidiary or any authorized sublessee, as applicable, has any right (whether by lease, sublease, license or otherwise) to use or occupy all or any portion of the Leased Real Property.
(iii) the Company and its Subsidiaries have valid and existing interests in the Leased Real Property, and the Company and its Subsidiaries enjoy peaceful and undisturbed possession of the Leased Real Property. The Leased Real Property constitutes all of the real property used by the Company and its Subsidiaries in the operation of the business of the Company and its Subsidiaries, and such Leased Real Property is sufficient in all material respects for the conduct of the business of the Company and its Subsidiaries as currently conducted. Neither the Company nor any of its Subsidiaries has received any written notice from any Governmental Authority, landlord or authorized sublessee with respect to the lease, occupancy or use of the Leased Real Property that affects the rights of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has received written notice of any Actions in eminent domain, condemnation or other similar Actions that are pending, and, to the knowledge of the Company, there are no such Actions threatened, affecting any portion of the Leased Real Property and neither the Company nor any of its SubsidiariesSubsidiaries has received written notice of the existence of any outstanding Order or of any pending Action, norand, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none there is no such Order or Action threatened, relating to the ownership, lease, use, occupancy or operation by any Person of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayLeased Real Property.
(iiiv) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Neither the Company nor any of its Subsidiaries is in default under the terms has received written notice of any forfeiture or other similar termination proceedings affecting any Leased Real Property, and, to the knowledge of the Company, there are no such leaseActions, threatened in writing or pending that affect the Leased Real Property.
(b) Neither the Company nor any of its Subsidiaries has any material liability in respect of any estate or interest in real property whether arising as original tenant, assignee, guarantor or otherwise, other than in respect of the Leased Real Property.
(c) The rent and all other material sums due and payable in respect of the Leased Real Property have been paid up to date.
(d) Neither the Company nor any of its Subsidiaries has ever owned any real property.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all real property owned by it (including any property acquired of its material properties and tangible assets, except for such properties and tangible assets as are no longer used or useful in a judicial foreclosure proceeding the conduct of its businesses or by way as have been disposed of a deed in lieu the ordinary course of foreclosure or similar transfer)business and except for defects in title, in each case free and clear of any Liens except (i) liens for Taxes easements, restrictive covenants, taxes that are not yet due delinquent and payable and (ii) such easementssimilar encumbrances that, restrictions and encumbrancesindividually or in the aggregate, if any, as are have not material in character, amount or extentmaterially interfered with, and do is not materially detract from the value, or reasonably likely to materially interfere with with, the present use ability of the Company and its Subsidiaries to use such property and assets in the business of the Company and its Subsidiaries as currently conducted and as proposed by the Company to be conducted. All such material properties subject thereto or affected thereby. Each lease pursuant to and tangible assets, other than properties and tangible assets in which the Company or any of its Subsidiaries as lesseehas a leasehold interest, leases real or personal property is valid are free and in full force and effect as to clear of all Liens, except for Permitted Liens.
(ii) Section 3.01(o)(ii) of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Letter sets forth a complete and correct copy list as of each such lease. All the date of this Agreement of all real property owned or and interests in real property leased by the Company or any of its Subsidiaries are in all material respects in (each such property, a good state of maintenance and repair (normal wear and tear excepted“Leased Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by . Neither the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon currently owns, or over has previously owned, in fee any adjoining parcel real property or interests in real estate or any easement or right-of-wayproperty.
(iiiii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in each Leased Real Property, (A) the business transactions contemplated by this Agreement do not require the consent of the Company any party to any lease and its Subsidiaries that is leased rather than owned, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any material portion thereof.
(iv) Each of the Company and its Subsidiaries is in default under compliance in all material respects with the terms of any all leases of material Leased Real Property to which it is a party and under which it is in occupancy, and each such leaselease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except as the enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases to material Leased Real Property to which it is a party and under which it is in occupancy.
Appears in 1 contract
Samples: Merger Agreement (Internet Security Systems Inc/Ga)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in Section 3.2(s) of the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable fee simple title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebythereby (collectively, “Permitted Liens”). No real property owned by the Company or any of its Subsidiaries is subject to any right of first offer, right of first refusal or any other option to purchase held by any third party. Each lease pursuant to which the Company or any of its Subsidiaries as lesseelessee or lessor, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgeKnowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered made available to Purchaser Parent a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayway or is subject to any encroachments from abutting properties.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (a) Schedule 13.10(a) of the Company Disclosure Schedule contains a true, complete and correct list (designating the relevant owners, lessors and lessees) of (i) all real property owned, leased or subleased by the Company and its Subsidiaries and (ii) all material equipment, fixtures, stock exchange membership interests and other personal property owned, leased, subleased or managed by the Company and its Subsidiaries. A list copy of all real and personal property owned or leases and deeds of the Company and its Subsidiaries have been delivered and made available to Parent by the Company.
(b) With respect to real property leased by the Company and its Subsidiaries or a Subsidiary otherwise made available to the Company or its Subsidiaries for their use, the Company and its Subsidiaries have the right to quiet enjoyment of such real property for the full term of each such lease or similar agreement (and any renewal option related thereto), and the leasehold or other interest of the Company or its Subsidiaries in such real property is set forth in not subject or subordinate to any Lien (or if subordinate, a non-disturbance agreement has been obtained by the Company’s Disclosure LetterCompany or its Subsidiaries from the holder of the Lien). The Company and its Subsidiaries are in compliance in all material respects with each such lease or similar agreement and, to the knowledge of the Principals, the other party or parties thereto are not in default of its or their obligations thereunder nor does any such party have the right to terminate prior to its scheduled expiration the term of any lease or similar agreement.
(c) Neither the whole nor any part of any real property leased, used or occupied by the Company or its Subsidiaries is subject to any pending suit for condemnation or other taking by any public authority, and, to the knowledge of the Principals, no such condemnation or other taking is currently threatened or contemplated. The properties leased or subleased by the Company and its Subsidiaries are sufficient to conduct the operations of the Company and its Subsidiaries as currently conducted, and the foregoing personal properties are in sound operating condition and repair, normal wear and tear excepted. There has not been any interruption of the operations of the Company or its Subsidiaries due to inadequate maintenance of any such properties.
(d) The Company and its Subsidiaries own outright and have good and marketable fee or leasehold title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)their respective assets and properties, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such leaseLien. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are have all necessary assets, equipment, stock exchange membership interests and properties to engage in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered the business as currently conducted by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Samples: Merger Agreement (E Trade Group Inc)
Properties. (ia) A The Company does not own any real property, nor has the Company ever owned any real property. Section 3.14(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property owned or currently leased by the Company or otherwise used or occupied by the Company for the operation of the Company’s business (the “Leased Real Property”), the name of the lessor, the name and date of each lease agreement related thereto and each amendment thereto. The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a Subsidiary right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof, and there are no other lease agreements for real property affecting the real property or to which Company is bound. All such lease Contracts are valid and enforceable and not in default, no rentals are past due, and no circumstance exists, which, with notice, the passage of time or both, could constitute a default under any such lease agreement. The Company has received no notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such lease agreement, which has not been fully remedied and withdrawn. The consummation of the Merger and the other transactions contemplated hereby will not affect the enforceability against any Person of any such lease agreement or the rights of the Company or the Surviving Corporation to the continued use and possession of the real property for the conduct of business as presently conducted. The Leased Real Property is in good operating condition and repair and is maintained in a manner consistent with standards generally followed with respect to similar properties, and to the Knowledge of the Company is set forth in structurally sufficient and otherwise suitable for the Company’s Disclosure Letter. conduct of the business as presently conducted and free from structural, physical and mechanical defects.
(b) The Company and each of its Subsidiaries has good and marketable valid title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)to, or, in each the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, Personal and mixed, used or held for use in its business, free and clear of any Liens, except Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions imperfections of title and encumbrances, if any, as are not material in character, amount or extent, and which do not materially detract from the value, value or materially interfere with the present use of the properties property subject thereto or affected thereby. Each lease pursuant to which The foregoing assets and the Company or any Intellectual Property constitute all of its Subsidiaries as lesseethe assets used in, leases real or personal property is valid and in full force and effect as to necessary for, the business of the Company and the Subsidiaries and neither the Company nor any as currently conducted or currently contemplated to be conducted.
(c) All material items of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property equipment owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be is adequate for the current conduct of the business of the Company as currently conducted and its Subsidiaries. To the knowledge of the Companyas currently contemplated to be conducted and in good operating condition, none of the buildingsregularly and properly maintained, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waysubject to normal wear and tear.
(iid) The Company has sole and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itexclusive ownership, free and clear of all Liens except such any Liens, if anyof all customer lists, that are customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers not material in character, amount reserved by such customer. No Person other than the Company possesses any claims or extent, and that do not materially detract from the value, or materially interfere rights with the present respect to use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasecustomer information.
Appears in 1 contract
Samples: Merger Agreement (Sonicwall Inc)
Properties. (ia) A list Neither the Company nor any of its Subsidiaries owns or has ever owned any real property.
(b) Section 4.18(b) of the Company Disclosure Letter sets forth a true and complete list, as of the date of this Agreement, of all real property owned or leased by or for the Company or a Subsidiary benefit of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to (the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease“Leased Real Property”). The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All Leased Real Property constitutes all material interests in real property owned currently used, occupied or leased by the Company or any of its Subsidiaries are held for use and necessary in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects connection with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedas currently conducted.
(c) The Company or one of its Subsidiaries has good and marketable leasehold title to all Leased Real Property, neither in each case, free and clear of all Liens (except for Permitted Liens). The Company has made available to Parent copies of all leases, subleases, or licenses, and all material amendments thereto and modifications thereof, with respect to the occupancy of the Leased Real Property by the Company nor or one of its Subsidiaries (each, a “Real Property Lease”).
(d) Each of the Company and its Subsidiaries has complied with the terms of all Real Property 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 been and would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. Provided any landlord consents as may be set forth on Section 4.18(d) of the Company Disclosure Letter are obtained, all Real Property Leases, unless expired, shall remain valid and binding and in full force and effect in accordance with their terms following the Effective Time (except to the extent that enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws affecting the enforcement of creditors’ rights generally or by general principles of equity).
(e) The Company or one of its Subsidiaries has good and valid title to, or a valid leasehold interest in, all material 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). Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, the tangible personal property currently used in the operation of the business of the Company and its Subsidiaries is in default under the terms of any such leasegood working order (reasonable wear and tear excepted).
Appears in 1 contract
Properties. (i) A list of The Company and its Subsidiaries have good and marketable fee simple title or leasehold title, as the case may be, to all real property owned or leased, as applicable, by the Company or any Subsidiary, and good title to all other properties owned by them (collectively, the “Properties”), and any improvements thereon and all other assets that are required for the operation of the Properties in the manner in which they currently are operated, free and clear of all Liens, except such as are Permitted Encumbrances. Schedule (n) of the Company Disclosure Schedule contains a true, correct and complete list of each Property owned or leased by the Company or a Subsidiary any Subsidiary, including the address of the Property, the entity that owns or leases the Property, any Liens relating to obligations for borrowed money with respect to the Property and the outstanding principal amounts of such obligations.
(ii) Each of the Properties complies in all material respects with all applicable codes, laws and regulations (including, without limitation, building and zoning codes, laws and regulations and laws relating to access to the Properties and the Americans with Disabilities Act).
(iii) There are in effect for the Properties and the assets of each of the Company is set forth and its Subsidiaries insurance policies covering the risks and in amounts that are commercially reasonable for the Properties and the types of assets owned by the Company and its subsidiaries and that are consistent with the types and amounts of insurance typically maintained by prudent owners of properties similar to such assets in the Company’s Disclosure Letter. The markets in which such assets are located, and neither the Company and each nor any of its subsidiaries has received from any insurance company notice of any material defects or deficiencies affecting the insurability of any such assets or any notices of cancellation or intent to cancel any such policies.
(iv) Neither the Company nor any of its Subsidiaries has good and marketable title to all real property owned by it (including knowledge of any property acquired in a judicial foreclosure pending or threatened litigation, moratorium, condemnation proceedings, zoning change, or other similar proceeding or by way action that could materially affect the size of, use of, improvements on, construction on, access to or availability of a deed in lieu utilities or other necessary services to the Properties. All of foreclosure or similar transfer), in each case free the leases and clear subleases material to the business of any Liens except (i) liens for Taxes not yet due the Company and payable and (ii) such easements, restrictions and encumbrances, if any, its Subsidiaries considered as are not material in character, amount or extentone enterprise, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to under which the Company or any of its Subsidiaries as lesseeholds the Properties, leases real or personal property is valid and are in full force and effect as to the Company and the Subsidiaries effect, and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, Subsidiaries has received any other party to any such lease, is in default or in violation notice of any material provisions claim of any such lease. The Company sort that has previously delivered been asserted by anyone adverse to Purchaser a complete and correct copy the rights of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business under any of the Company and its Subsidiaries. To leases or subleases mentioned above, or affecting or questioning the knowledge rights of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 continued possession of the properties subject thereto leased or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default subleased premises under the terms of any such leaselease or sublease.
Appears in 1 contract
Samples: Investment Agreement (Urstadt Biddle Properties Inc)
Properties. (ia) A The Company does not own any real property, nor has the Company ever owned any real property. Section 3.14(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property owned or currently leased by the Company or otherwise used or occupied by the Company for the operation of the Company’s business (the “Leased Real Property”), the name of the lessor, the name and date of each lease agreement related thereto and each amendment thereto. The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a Subsidiary right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof, and there are no other lease agreements for real property affecting the real property or to which Company is bound. All such lease Contracts are valid and enforceable and not in default, no rentals are past due, and no circumstance exists, which, with notice, the passage of time or both, could constitute a default under any such lease agreement. The Company has received no notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such lease agreement, which has not been fully remedied and withdrawn. The consummation of the Merger and the other transactions contemplated hereby will not affect the enforceability against any Person of any such lease agreement or the rights of the Company is set forth in or the Company’s Disclosure LetterSurviving Corporation to the continued use and possession of the real property for the conduct of business as presently conducted. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted.
(b) The Company and each of its Subsidiaries has good and marketable valid title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)to, or, in each the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions imperfections of title and encumbrances, if any, as are not material in character, amount or extent, and which do not materially detract from the value, value or materially interfere with the present use of the properties property subject thereto or affected thereby. Each lease pursuant to which The foregoing assets and the Company or any Intellectual Property constitute all of its Subsidiaries as lesseethe assets used in, leases real or personal property is valid and in full force and effect as to necessary for, the business of the Company and as currently conducted or currently contemplated to be conducted.
(c) Section 3.14(c) of the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Disclosure Schedule contains a complete and correct copy accurate list of each such lease. All real property all material items of equipment owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance Company, and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be such equipment is adequate for the current conduct of the business of the Company as currently conducted and its Subsidiaries. To the knowledge of the Companyas currently contemplated to be conducted and in good operating condition, none of the buildingsregularly and properly maintained, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waysubject to normal wear and tear.
(iid) The Company has sole and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itexclusive ownership, free and clear of all Liens except such any Liens, if anyof all customer lists, that are customer contact information, customer correspondence and customer purchasing histories relating to its current and former customers not material in character, amount reserved by such customer. No Person other than the Company possesses any claims or extent, and that do not materially detract from the value, or materially interfere rights with the present respect to use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasecustomer information.
Appears in 1 contract
Properties. (ia) A Neither the Company nor any Company Subsidiary currently owns, or has ever owned, any real property.
(b) Section 4.15(b) of the Company Disclosure Schedules contains, as of the date of this Agreement, a true and complete list of all real property owned that is leased, subleased, sub-subleased, or leased by licensed to, or otherwise occupied by, the Company or a Subsidiary of and the Company is set forth in Subsidiaries, as applicable (such property, the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer"Leased Real Property"), in each case free and clear sets forth a list of any Liens except (i) liens and all leases, subleases, sub-subleases, licenses, sublicenses, occupancy agreements, rights of first refusal, parking and access rights, rights to expand premises, renewal rights and extension options, easements and purchase options for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant Leased Real Property to which the Company or any Company Subsidiary is a party with respect thereto (collectively, including all modifications, amendments, guarantees and indemnities with thereto, the "Real Estate Leases"). The Company and/or one of its Subsidiaries the Company Subsidiaries, as lesseethe case may be, leases real or personal property is have and own good, valid and subsisting leasehold interests in the Leased Real Property under each Real Estate Lease. The Company and/or one of the Company Subsidiaries, as the case may be, enjoys quiet, peaceful and undisturbed possession of the Leased Real Property. True and complete copies of all Real Estate Leases have been made available to Parent.
(c) Each Real Estate Lease (i) is in full force and effect as to and a valid, binding and legally enforceable obligation of the Company and the Subsidiaries and neither or one of the Company nor any of its Subsidiaries, noras the case may be, and, to the Knowledge of the Company’s knowledge, of the other parties thereto,; (ii) has not been amended or modified in any other party respect except as reflected in the modifications, amendments, supplements and side letters thereto made available to Parent; and (iii) has not been subleased, assigned or licensed in any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased manner by the Company or any of its Subsidiaries are in all material respects in a good state the applicable Company Subsidiaries.
(d) There is no existing default or event of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased default by the Company or any of its Subsidiaries encroaches upon the Company Subsidiaries, or, to the Knowledge of the Company, any other party thereto, under any Real Estate Lease, nor, to the Knowledge of the Company, any event which with notice or over any adjoining parcel lapse of time or real estate both would constitute a default thereunder by the Company or any easement Subsidiary (as applicable) or right-any other party thereto. The Company and/or one of the Company Subsidiaries, as the case may be, has paid all rent due and payable under each Real Estate Lease. The Real Estate Leases will not be affected by, nor will be in default as a result of-way., the completion of the transactions contemplated under this Agreement
(iie) The Leased Real Property constitutes all of the real property occupied or otherwise used by the Company and each the Company Subsidiaries as of its Subsidiaries has the date hereof. The Leased Real Property is in good operating condition and in a state of good and marketable title to all tangible personal property owned by itworking maintenance and repair, free ordinary wear and clear of all Liens except such Liens, if any, that are not material in character, amount or extenttear excepted, and that do not materially detract from the value, is adequate and suitable for its current uses and purposes. There are no physical conditions or materially interfere with the present use defects on any part of the properties subject thereto Leased Real Property that would impair or affected thereby. With respect would be reasonably expected to personal property used in impair the continued operation of the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor Subsidiaries as presently conducted at such Leased Real Property.
(f) The Company and the Company Subsidiaries have not received any written notice of its (i) violations of building codes and/or zoning by-laws or other governmental or regulatory laws affecting the Leased Real Property, (ii) existing, pending or threatened expropriation proceedings affecting the Leased Real Property, or (iii) existing, pending or threatened zoning, building code or other proceedings, or similar matters that would impair or would be reasonably expected to impair the continued operation of the business of the Company and the Company Subsidiaries is as presently conducted at such Leased Real Property.
(g) The Company and the Company Subsidiaries have not pledged, mortgaged, or otherwise granted any Liens on their leasehold interests in default under the terms of any such leaseLeased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Counterpath Corp)
Properties. (i) A list and description of all real property owned or leased by the Company SOFB or a Subsidiary of the Company SOFB is set forth in the CompanySOFB’s Disclosure Letter. The Company SOFB and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company SOFB or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company SOFB nor any of its Subsidiaries, nor, to the CompanySOFB’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a A complete and correct copy of each such leaselease is attached to SOFB’s Disclosure Letter. All real property owned or leased by the Company SOFB or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company SOFB to be adequate for the current business of the Company SOFB and its Subsidiaries. To the knowledge of the CompanySOFB, none of the buildings, structures or other improvements located on any real property owned or leased by the Company SOFB or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company SOFB and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company SOFB and its Subsidiaries that is leased rather than owned, neither the Company SOFB nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (i) A The Company and its Subsidiaries have good and marketable title to, valid leasehold interests in, or valid licenses to use, all property and assets of the Company and its Subsidiaries (including the property and assets of the CSD), free and clear of all Liens, except as described on Schedule 3(q) or such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries. All such properties and assets are in good working order and condition, ordinary wear and tear excepted. Schedule 3(q) sets forth a complete and accurate list of the location, by state and street address, of all real property owned owned, licensed or leased by the Company and its Subsidiaries and identifies the interest (fee, leasehold or a Subsidiary license) of the Company is set forth in the Company’s Disclosure Letteror Subsidiary therein. The Company and each of or its Subsidiaries has good valid leasehold interests in the leases described on Schedule 3(q) to which it is a party. True, complete and marketable title correct copies of each such lease have been delivered to all real property owned by it each of the Buyers (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferits representatives). Schedule 3(q) sets forth with respect to each such lease, in each case free and clear of any Liens except the commencement date, termination date, renewal options (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any) and annual base rents. Each such lease is valid and enforceable in accordance with its terms in all material respects and is in full force and effect. To the best knowledge of the Company, as are not material no other party to any such lease is in character, amount or extentdefault of its obligations thereunder, and do not materially detract from the value, or materially interfere with the present use none of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real (or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease) has at any time delivered or received any notice of default which remains uncured under any such lease and no event has occurred which, is in with the giving of notice or the passage of time or both, would constitute a default or in violation of any material provisions of under any such lease. The .
(ii) All Permits material to the Company has previously delivered or its Subsidiaries required to Purchaser a complete and correct copy of each such lease. All have been issued to the Company or its Subsidiaries with respect to the real property owned owned, licensed or leased by the Company or any of its Subsidiaries to enable such property to be lawfully occupied and used for all of the purposes for which it is currently occupied and used (separate and apart from any other properties), have been lawfully issued and are in full force and effect and all such real property complies with all applicable Legal Requirements and Policies covering such properties in all material respects in a good state respects.
(iii) Neither the Company nor any of maintenance and repair (normal wear and tear excepted)its Subsidiaries have received any notice, conform in all material respects with all applicable ordinancesnor has any knowledge, regulations and zoning laws and are considered of any pending, threatened or contemplated condemnation proceeding affecting any real property owned, licensed or leased by the Company to be adequate for the current business or any Subsidiary.
(iv) No portion of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned owned, licensed or leased by the Company or any of its Subsidiaries encroaches upon has suffered any damage by fire or over other casualty loss which has not heretofore been completely repaired and restored to its condition existing prior to such casualty. No portion of any adjoining parcel or real estate or improvements (other than paving, parking and landscaped areas) constructed on any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto real property owned, licensed or affected thereby. With respect to personal property used in the business of leased by the Company and its Subsidiaries that is leased rather than owned, neither the Company nor or any of its Subsidiaries is located in default under the terms of a special flood hazard area as designated by any such leaseGovernmental Authority.
Appears in 1 contract
Properties. (ia) A The Company does not own any real property, nor has the Company ever owned any real property. Section 3.14(a) of the Disclosure Schedule sets forth a complete and accurate list of all real property owned or currently leased by the Company or otherwise used or occupied by the Company for the operation of the Company’s business (the “Leased Real Property”), the name of the lessor, the name and date of each lease agreement related thereto and each amendment thereto. The Company has provided Parent true, correct and complete copies of all leases, lease guaranties, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a Subsidiary right in or relating to the Leased Real Property, including all amendments, terminations and modifications thereof, and there are no other lease agreements for real property affecting the real property or to which Company is bound. All such lease Contracts are valid and enforceable and not in default, no rentals are past due, and no circumstance exists, which, with notice, the passage of time or both, could constitute a default under any such lease agreement. The Company has received no notice of a default, alleged failure to perform, or any offset or counterclaim with respect to any such lease agreement, which has not been fully remedied and withdrawn. The consummation of the Merger and the other transactions contemplated hereby will not affect the enforceability against any Person of any such lease agreement or the rights of the Company is set forth in or the Company’s Disclosure LetterSurviving Corporation to the continued use and possession of the real property for the conduct of business as presently conducted. The Leased Real Property is in good operating condition and repair, free from structural, physical and mechanical defects, is maintained in a manner consistent with standards generally followed with respect to similar properties, and is structurally sufficient and otherwise suitable for the conduct of the business as presently conducted.
(b) The Company and each of its Subsidiaries has good and marketable valid title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)to, or, in each the case of leased properties and assets, valid leasehold interests in, all of its tangible properties and assets, real, Personal and mixed, used or held for use in its business, free and clear of any Liens, except Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions imperfections of title and encumbrances, if any, as are not material in character, amount or extent, and which do not materially detract from the value, value or materially interfere with the present use of the properties property subject thereto or affected thereby. Each lease pursuant to which The foregoing assets and the Company or any Intellectual Property constitute all of its Subsidiaries as lesseethe assets used in, leases real or personal property is valid and in full force and effect as to necessary for, the business of the Company and as currently conducted or currently contemplated to be conducted.
(c) Section 3.14(c) of the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Disclosure Schedule contains a complete and correct copy accurate list of each such lease. All real property all material items of equipment owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance Company, and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be such equipment is adequate for the current conduct of the business of the Company as currently conducted and its Subsidiaries. To the knowledge of the Companyas currently contemplated to be conducted and in good operating condition, none of the buildingsregularly and properly maintained, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waysubject to normal wear and tear.
(iid) The Company has sole and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itexclusive ownership, free and clear of all Liens except such any Liens, if anyof all customer lists, that are customer contact information, customer correspondence and customer licensing and purchasing histories relating to its current and former customers not material in character, amount reserved by such customer. No Person other than the Company possesses any claims or extent, and that do not materially detract from the value, or materially interfere rights with the present respect to use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasecustomer information.
Appears in 1 contract
Samples: Merger Agreement (Accelrys, Inc.)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries, nor, to Subsidiaries owns any real property. Section 2.7(a) of the Company’s knowledge, any other party to any such lease, is in default or in violation Company Disclosure Schedule sets forth a list of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All all real property owned currently leased, licensed or leased subleased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned otherwise used or leased occupied by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby“Leased Real Property”). With respect to personal property all such current leases which are material to the Company and its Subsidiaries, taken as a whole, all Lease Documents are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of the Lease Documents, any existing breach, default or event of default (or event which with notice or lapse of time, or both, would constitute a default) by the Company or its Subsidiaries or, to the Company’s Knowledge, any third Person under any of the Lease Documents, in each case subject to applicable bankruptcy, insolvency, reorganization, moratorium or other laws relating to or affecting the rights and remedies of creditors generally and to general principles of equity. Except as would not reasonably be expected, individually or in the aggregate, to have a Material Adverse Effect on the Company, (i) no parties other than the Company or any of its Subsidiaries have a right to occupy any material Leased Real Property, (ii) the Leased Real Property is used in only for the operation of the business of the Company and its Subsidiaries, (iii) the Leased Real Property and the physical assets of the Company and the Subsidiaries that are in good condition and repair and regularly maintained in accordance with standard industry practice, (iv) the Leased Real Property is leased rather than owned, in compliance with Legal Requirements and (v) neither the Company nor any of its Subsidiaries is in default under will be required to incur any material cost or expense for any restoration or surrender obligations upon the terms expiration or earlier termination of any such leaseleases or other occupancy agreements for the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Intellisync Corp)
Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither Neither the Company nor any of its Subsidiaries owns any real property.
(b) The Company and its Subsidiaries have a good and valid leasehold (or, as applicable, license or other) interest in all leases, subleases and other agreements under which the Company and its Subsidiaries use or occupy or have the right to use or occupy any real property (such property subject to a lease, sublease or other agreement, the "Leased Real Property" and such leases, subleases and other agreements are, collectively, the "Real Property Leases"), in each case, free and clear of all Liens other than any Permitted Liens. Section 4.23(b) of the Company Disclosure Letter sets forth a true, correct and complete list of all Leased Real Property as of the date of this Agreement. Except as would not be material to the Company and its Subsidiaries, noreach Real Property Lease (i) is a valid and binding obligation of the Company or its Subsidiary that is party thereto and, to the knowledge of the Company’s knowledge, of each other party thereto, and is in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) no uncured default on the part of the Company or its Subsidiaries or the landlord thereunder, exists under any such Real Property Lease, and (iii) no Circumstance exists which, with the giving of notice, the passage of time, or both, would constitute a breach or default under any such Real Property Lease. Neither the Company nor any of its Subsidiaries has received any written notice of the intention of any other party to a Real Property Lease to terminate for default, convenience or otherwise any Real Property Lease, nor is any such leaseparty, is in default or in violation to the knowledge of any material provisions of any such leasethe Company, threatening to do so. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by Neither the Company or nor any of its Subsidiaries are in all material respects in a good state currently subleasing, licensing or otherwise granting any Person any right to use or occupy Leased Real Property. True, correct and complete copies of maintenance each Real Property Lease, any amendment thereto and repair any agreement between the landlord and tenant or any third party relating to or impacting the terms and provisions of any Real Property Lease, have been made available to Parent.
(normal wear and tear excepted)c) To the knowledge of the Company, conform in all material respects with all applicable ordinances, no petition or application to rezone or otherwise alter or amend the land use regulations and zoning laws and are considered by affecting the Leased Real Property is pending or threatened. Neither the Company nor any of its Subsidiaries has received any written notice of any violation of Applicable Laws, including zoning and land use regulations affecting the Leased Real Property, and to be adequate for the current business knowledge of the Company there are no present violations of applicable zoning and land use regulations affecting the Leased Real Property. Neither the Company nor any of its SubsidiariesSubsidiaries has received written notice of any pending improvements, Liens or special assessments from any Governmental Authority to be made against the Leased Real Property for which the tenant under the Real Property Leases would be responsible. To the knowledge of the Company, none there are no pending or threatened proceedings in eminent domain or condemnation against any of the buildings, structures or other improvements located on any real property owned or leased by Leased Real Property that are material to the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waySubsidiaries.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (ia) A list of all real property owned or leased by the Each Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good good, valid and marketable fee simple title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the valueto, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of valid leasehold interests in, all its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itProperty, free and clear of all Liens except such for Permitted Liens. The Property of the Companies, if anyindividually and in the aggregate, that are not material (i) is in charactergood operating order, amount or extentcondition and repair (ordinary wear and tear and Casualty Events excepted), and (ii) constitutes all of the Property which is required for the business and operations of the Companies as presently conducted.
(b) As of the Closing Date, Schedule 3.05(b) contains a true and complete list of each ownership and leasehold interest in Real Property (i) owned by any Company and describes the type of interest therein held by such Loan Party, the common street address, and the name of the Loan Party that owns such Real Property and (ii) leased, subleased, licensed or otherwise occupied or utilized by any Company, as lessee, sublessee, franchisee or licensee, the name of the Loan Party that leases such Real Property, a description of the lease, sublease, license, use or occupancy agreement pursuant to which such rights have been granted, and the parties to such agreement (collectively, the “Real Property Leases”). Each Real Property Lease is in full force and effect and constitutes a legal, valid and binding obligation on the applicable Loan Party which is a party to it, enforceable in accordance with its terms, No Loan Party, nor to the Company’s knowledge any other party, is in breach or default under such Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default or permit the termination, modification or acceleration of rent under such Real Property Lease, and no Loan Party nor the Company has subleased, licensed, or otherwise granted to any Person the right to use or occupy any Real Property.
(c) No Mortgage encumbers Real Property on which a “Building” (as defined in 12 C.F.R. Chapter III, Section 339.2) is located in an area that has been identified by the Secretary of Housing and Urban Development as an area having special flood hazards within the meaning of the National Flood Insurance Act of 1968 unless flood insurance available under such Act has been obtained and is in full force and effect as required by this Agreement.
(d) Each Company owns or has rights to use all of its property and all rights with respect to any of the foregoing which are required for the business and operations of the Companies as presently conducted. The use by each Company of its property and all such rights with respect to the foregoing do not materially detract from infringe on the value, rights or materially interfere with the present other interests of any person. No claim has been made and remains outstanding that any Company’s use of the properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under property does or may violate the terms rights of any such leasethird party. The present uses of the Real Property and the current operations of each Company’s business do not violate in any material respect any provision of any applicable building codes, subdivision regulations, fire regulations, health regulations or building and zoning by-laws.
(e) There is no pending or threatened condemnation or eminent domain proceeding with respect to, or that could affect, any of the Real Property of any Company.
(f) Each parcel of Real Property is taxed as a separate tax lot and is currently being used in a manner that is consistent with and in compliance in all material respects with the property classification assigned to it for real estate tax assessment purposes.
(g) No Company is obligated under, or a party to, any option, right of first refusal or other contractual right to sell, assign or dispose of any Real Property or any portion thereof or interest therein.
(h) Other than as set forth on Schedule 3.05(h), there are no leases, subleases, licenses or other use or occupancy agreements granting any other person the right to the possession, use or occupancy of any portion of the Real Property.
(i) All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof included in the Real Property (the “Improvements”) are in good condition and repair (reasonable wear and tear excepted) and sufficient for the operation of the Company’s business. To the knowledge of the Loan Parties, there are no material structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the Company’s business.
Appears in 1 contract
Samples: Credit Agreement (Inotiv, Inc.)
Properties. (i) A list Section 4.18 of the CBI DISCLOSURE SCHEDULE sets forth the street address of all real property in which CBI or any CBI Subsidiary has an ownership or leasehold interest, (specifying, as to each, whether owned or leased and the date such lease expires), and identifies all properties on which any CBI Subsidiary operates a bank branch. All real property and all personal property integral to the conduct of a banking business owned by the Company CBI or a any CBI Subsidiary or presently used by any of the Company them in its respective business is set forth in good condition (ordinary wear and tear excepted) and is sufficient to carry on CBI's and its Subsidiaries' business in the Company’s Disclosure Letterordinary course of business consistent with their past practices. The Company Each of CBI and each of its Subsidiaries CBI Subsidiary has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens all liens, encumbrances, charges, defaults or equities (other than equities of redemption under applicable foreclosure laws) to all of such properties and assets, real and personal, reflected on the consolidated statement of financial condition of CBI contained in the CBI Financial Statements dated December 31, 2004 or acquired, through merger of otherwise, after such date (other than those disposed of for fair value after such date), except (i) liens for Taxes current taxes not yet due and payable and or payable, (ii) pledges to secure deposits and other liens incurred in the ordinary course of its banking business, (iii) such easementsimperfections of title, restrictions easements and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from (iv) as reflected on the valueconsolidated statement of financial condition of CBI contained in the CBI Financial Statements dated December 31, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease2004. All real and personal property owned leased or leased licensed by the Company CBI or any of its Subsidiaries CBI Subsidiary are held pursuant to leases or licenses that are valid and enforceable in all material respects accordance with their respective terms and, except as set forth in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business Section 4.18 of the Company and its Subsidiaries. To CBI DISCLOSURE SCHEDULE, no such real property lease will terminate or lapse prior to the knowledge Effective Time or as a result of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-wayMerger.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (a) Except (i) A list as may be reflected in the Seller Financial Statements, (ii) for any lien for current taxes not yet delinquent, (iii) for pledges to secure deposits, (iv) for liens on real estate acquired by foreclosure or substantively repossessed, and (v) for such other liens, security interests, claims, charges, options or other encumbrances and imperfections of all title as do not materially adversely affect the value of personal or real property owned or leased by the Company or a Subsidiary of the Company is set forth reflected in the Company’s Disclosure Letter. The Company Seller Financial Statements or acquired since the date of such statements and each which do not materially interfere with or impair the present and continued use of its such property, Seller and the Seller Subsidiaries has have good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)title, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easementsliens, restrictions and claims, charges, options or other encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use to all of the properties subject thereto or affected thereby. Each lease pursuant to which personal and real property reflected in the Company or any consolidated balance sheets of its Subsidiaries Seller included in the Seller Financial Statements and all personal and real property acquired since such date, except such personal and real property as lessee, leases real or personal property is valid and has been disposed of in full force and effect as to the Company and the Subsidiaries and neither the Company ordinary course of business.
(b) Neither Seller nor any of its Subsidiaries, nor, to the Company’s knowledge, Seller Subsidiaries has received any other party to any such lease, is in default or in notice of violation of any applicable zoning or environmental regulation, ordinance or other law, order, regulation or requirement relating to its operations or its properties and there is no such violation of a material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such leasenature. All real property owned or leased buildings and structures used by the Company or Seller and any of its the Seller Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations codes and zoning laws regulations.
(c) Schedule 3.13 contains a true and are considered complete list and a brief description (including carrying value) of all real properties, including properties acquired by the Company foreclosure or deed in lieu thereof, owned by Seller or any Seller Subsidiary.
(d) Schedule 3.13 contains a true and complete list of all material leases pursuant to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company which Seller or any of its the Seller Subsidiaries encroaches upon leases any real or over personal property, either as lessee or as lessor (the "Leases"). Each of the Leases is valid and binding on Seller and each such Seller Subsidiary, as the case may be, and, to the best of Seller's knowledge, is valid and binding on and enforceable against all other respective parties to such leases in accordance with their respective terms. There are not under such leases any adjoining parcel existing breaches, defaults, events of default, or real estate events which with notice and/or lapse of time would constitute a breach, default or event of default, nor has Seller or any easement of the Seller Subsidiaries received notice of, or right-of-way.
(ii) The Company made a claim with respect to, any breach or default. Seller and each of its the Seller Subsidiaries has good enjoy quiet and marketable title to all tangible personal property owned by it, free and clear peaceful possession of all Liens except such Liens, 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 leased properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseoccupied by them as lessee.
Appears in 1 contract
Properties. (i) A list and description of all real property owned or leased by the Company GAFC or a Subsidiary of the Company GAFC is set forth in the Company’s GAFC's Disclosure Letter. The Company GAFC and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company GAFC or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company GAFC nor any of its Subsidiaries, nor, to the Company’s GAFC's knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company GAFC has previously delivered to Purchaser Acquisition Corp. a complete and correct copy of each such lease. All real property owned or leased by the Company GAFC or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company GAFC to be adequate for the current business of the Company GAFC and its Subsidiaries. To the knowledge of the CompanyGAFC, none of the buildings, structures or other improvements located on any real property owned or leased by the Company GAFC or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company GAFC and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company GAFC and its Subsidiaries that is leased rather than owned, neither the Company GAFC nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets has valid and enforceable leasehold interests in, all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its properties and tangible assets, in each case free and clear of any Liens all Liens, except (i) liens for Taxes not yet due and payable and Permitted Liens.
(ii) such easements, restrictions The material `properties and encumbrances, if any, as are not material in character, amount tangible assets owned or extent, leased by the Company and do not materially detract from the valueits Subsidiaries, or materially interfere with which they otherwise have the present use right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. The tangible assets and properties (including the electrical, power, cooling and mechanical infrastructure) of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any and each of its Subsidiaries as lesseeare each in good working order, leases real or personal property is valid and have been maintained in full force and effect as to accordance with prudent industry practice.
(iii) Section 3.01(o)(iii) of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Letter sets forth a complete and correct copy list of each such lease. All all real property owned or and interests in real property leased by the Company or any of its Subsidiaries are in all material respects in (each such property, a good state of maintenance and repair (normal wear and tear excepted“Leased Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by . Neither the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon currently owns in fee any real property or over any adjoining parcel or interests in real estate or any easement or right-of-wayproperty.
(iiiv) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in each Leased Real Property, (A) the business Merger and the other transactions contemplated by this Agreement do not require the consent of the Company and its Subsidiaries that is leased rather than ownedany party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein.
(v) Each of the Company and its Subsidiaries is in default under compliance in all material respects with the terms of all leases of Leased Real Property to which it is a party and under which it is in occupancy, and each such lease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, except as enforceability thereof may be limited by the Bankruptcy Exceptions. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases to Leased Real Property to which it is a party and under which it is in occupancy.
(vi) There is no loss of occupancy certificate nor loss of other permits pending or, to the knowledge of the Company, threatened by or against any such leaseperson affecting or which could affect the ability of the Company or any of its Subsidiaries to use, occupy or operate any Leased Real Property or any portion thereof or interest therein.
Appears in 1 contract
Samples: Merger Agreement (Kenexa Corp)
Properties. (a) Except for Liens permitted by Section 6.02, each Loan Party and each of their Subsidiaries has good title to, or valid leasehold interests in, all its real and personal property material to its business, except for minor defects in title that do not interfere with its ability to conduct its business as currently conducted or to utilize such properties for their intended purposes. Set forth on Schedule 3.05
(a) (i) A hereto is a complete and accurate list of all real property owned by any Loan Party or leased by the Company or a Subsidiary any of their Subsidiaries, showing as of the Company is set forth in date hereof the Company’s Disclosure Letterstreet address, county or other relevant jurisdiction, state, record owner and the acquisition cost and book value thereof. The Company Each Loan Party and each of its their Subsidiaries has good good, marketable and marketable insurable fee simple title to all such real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itproperty, free and clear of all Liens except such Liens, if anyother than Liens permitted by Section 6.02. Set forth on Schedule 3.05(a)(ii) hereto is a complete and accurate list of all leases of real property under which any Loan Party or any of their Subsidiaries is the lessee or sublessee, that are showing as of the date hereof the street address, county or other relevant jurisdiction, state, lessor, lessee or sublessee, expiration date and annual rental cost thereof. Each such lease or sublease is the legal, valid and binding obligation of the lessor or sublessor, as the case may be thereof, enforceable in accordance with its terms. Parent will own no material property other than equity interests in and to CAI and such equity interests shall not material in characterbe subject to any Lien.
(b) Each Loan Party and each of their Subsidiaries enjoy, amount or extentpeaceful and undisturbed possession of the portion of the real property as to which any such Person is a lessee under all leases necessary for the operation of its properties and assets, and that do not materially detract from the valueall such leases are valid and subsisting and are in full force and effect.
(c) Each Loan Party and each of their Subsidiaries owns, or materially interfere with is licensed to use, all trademarks, trade names, copyrights, patents and other intellectual property material to its business, and the present use thereof by such Person does not infringe upon the rights of the properties subject thereto any other Person, except for any such infringements that, individually or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedaggregate, neither the Company nor any of its Subsidiaries is could not reasonably be expected to result in default under the terms of any such leasea Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement (Conns Inc)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has the Company Subs have good and marketable title to all real property properties and assets used in their business or owned by it them (including any except such real and other property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, assets as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease held pursuant to which the Company leases or any of its Subsidiaries as lessee, leases real or personal property is valid and licenses described in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear exceptedExhibit 2.6), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens liens, mortgages, security interests, pledges, charges, and encumbrances, (except such as are disclosed in Exhibit 2.7 or disclosed on the Company Last Balance Sheet or are Permitted Liens).
(a) Attached as Exhibit 2.6 is a true and complete list of all properties and assets owned, if anyleased, or licensed by the Company and the Company Subs having an individual value of $3,000 or more. Except for those properties and assets of the Company or the Company Subs that were acquired subsequent to the Company Last Balance Sheet, all such properties and assets owned by the Company and the Company Subs are reflected on the Company Last Balance Sheet. All properties and assets owned, leased, or licensed by the Company and the Company Subs are in good and usable condition (ordinary wear and tear, which is not material such as would have a Material Adverse Effect on the Company or the Company Subs, excepted); and
(b) No real property owned, leased or licensed by the Company or the Company Subs lies in characteran area which, amount to the Knowledge of the Company, the Company Subs, or extentany Certain Stockholder, is subjected to zoning, use or building code restrictions which prohibit, and that do not materially detract from no stated facts relating to the valueactions or inaction of another person or entity of his or its ownership, licensing, leasing, or materially interfere with the present use of the properties subject thereto any real or affected thereby. With respect to personal property used exists which prevents the continued effective ownership, leasing, licensing or use of such real property in the business of in which the Company and its Subsidiaries that is leased rather than owned, neither or the Company nor any of its Subsidiaries is in default under the terms of any such leaseSubs are now engaged.
Appears in 1 contract
Samples: Merger Agreement (Epicedge Inc)
Properties. Neither the Company nor any of its Subsidiaries owns or holds title to any real property. With respect to the Assets it leases, each of the Company and its Subsidiaries is in compliance with such leases in all material respects and holds a valid leasehold interest in such Assets free of any liens, claims or encumbrances of any kind whatsoever other than Permitted Encumbrances. Section 7.8 of the Disclosure Schedule sets forth: (i) A a true, correct and complete description of the Principal Assets, (ii) a true, correct and complete list of all real property owned leases or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to rental contracts under which the Company or any of its Subsidiaries as is a lessee, leases real lessor, sublessee or personal property is valid sublessor, and in full force (iii) a true, correct and effect as to complete list of all equipment used by each of the Company and its Subsidiaries in the Subsidiaries and neither the Company nor any operation of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, business which is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any such Subsidiary and which had an original cost of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business $25,000 or more. Each of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has beneficial ownership of and good and marketable title to all tangible personal property Assets owned by it, free and clear of all Liens except such Liens, if any, that Assets are not material subject to any mortgages, liens, pledges, loans or encumbrances of any kind whatsoever other than Permitted Encumbrances. All real and tangible personal property, including machinery, equipment and fixtures currently used in character, amount or extentthe operation of the Company Business is, and that do not materially detract from at the valuetime of Closing will be, or materially interfere with in good operating condition and repair, ordinary wear and tear excepted, and is adequate and suitable for the present use of the properties subject thereto or affected therebypurposes for which it is presently being used. With respect to personal All improvements on leased property used in the business operation of the Company Business and its Subsidiaries that is leased rather than owned, neither the present use thereof are in accordance with all applicable laws and the agreements under which such improvements are leased. The value of any fixed asset used in the operation of the Company nor Business has not been written up or down, other than pursuant to depreciation or amortization expenses in accordance with GAAP, applied on a consistent basis. Except as set forth in Section 7.8 of the Disclosure Schedule, no Key Shareholder has any right, title or interest, individually or jointly with any other person, directly or indirectly, in or to any of its Subsidiaries is in default under the terms of any such leasePrincipal Assets.
Appears in 1 contract
Properties. (ia) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good the Affiliates own good, valid and marketable title to all real of the tangible personal property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)shown on the Reference Balance Sheet and thereafter acquired, in each case free and clear of any Liens all Encumbrances, except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extentPermitted Encumbrances, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or except for inventory and other personal property is valid sold, exchanged or otherwise disposed of in the ordinary course of business and in full force and effect as to the Company and the Subsidiaries and neither a manner consistent with past practice.
(b) Neither the Company nor any of its SubsidiariesAffiliates has any Owned Real Property.
(c) Section 3.08(c) of the Disclosure Schedule lists: (i) the street address of each parcel of Leased Real Property, nor(ii) the identity of the lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property, (iii) the terms (referencing applicable renewal periods) and rental payment amounts (including all escalations) pertaining to each such parcel of Leased Real Property, and (iv) the current use of each such parcel of Leased Real Property.
(d) There is no material violation of any Law (including any building, planning or zoning Law) relating to any of the Real Property. Neither the Company nor any Affiliate has leased or subleased any parcel or any portion of any parcel of Real Property to any other Person and no other Person has any rights to the use, occupancy or enjoyment thereof pursuant to any lease, sublease, license, occupancy or other agreement, nor has the Company or any Affiliate assigned its interest under any lease or sublease listed in Section 3.08(c) of the Disclosure Schedule to any third party. There are no condemnation proceedings or eminent domain proceedings of any kind or other matters affecting materially and adversely the current use, occupancy or value of the Real Property pending or, to the Company’s knowledgeknowledge of the Company after due inquiry, any other party to any such lease, is threatened against the Real Property. Each lease agreement in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy respect of each such leaseparcel of Leased Real Property has been registered with the appropriate Governmental Authority. All real property owned or leased To the best knowledge of the Company after due inquiry, there are no facts that would prevent the Real Property from being occupied by the Company or any of its Subsidiaries are Affiliate, as the case may be, after the Closing in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased same manner as occupied by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) such Affiliate immediately prior to the Closing. The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are is 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaselease agreement to which it is a party with respect to any Leased Real Property.
Appears in 1 contract
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $1,000,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any of its Subsidiaries in a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with breach by the present use Company or any of its Subsidiaries or, to the Knowledge of the properties subject Company, the other party thereto or affected thereby. under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Netsuite Inc)
Properties. (i) A The Company has previously delivered to Purchasers a list of all real property owned or leased by the Company or a Subsidiary of the any Subsidiary, including REO Property ("Company is set forth in the Company’s Disclosure LetterReal Property"). The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries Subsidiary as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its SubsidiariesSubsidiary, nor, to the Knowledge of Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries Subsidiary are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Company Significant Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Company Significant Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Company Significant Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Company Significant Subsidiaries that is leased rather than owned, neither the the
(iii) Company nor any of its Company Significant Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Samples: Securities Purchase Agreement (Capitol Bancorp LTD)
Properties. (i) A list and description of all real property owned or leased by the Company Patapsco or a Subsidiary of the Company Patapsco is set forth in the CompanyPatapsco’s Disclosure Letter. The Company Patapsco and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company Patapsco or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company Patapsco nor any of its Subsidiaries, nor, to the Company’s knowledgeknowledge of Patapsco, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a A complete and correct copy of each such leaselease has previously been provided to Newco. All real property owned or leased by the Company Patapsco or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company Patapsco to be adequate for the current business of the Company Patapsco and its Subsidiaries. To the knowledge of the CompanyPatapsco, none of the buildings, structures or other improvements located on any real property owned or leased by the Company Patapsco or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company Patapsco and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company Patapsco and its Subsidiaries that is leased rather than owned, neither the Company Patapsco nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. Except to the extent not material to the Company, the Company Subsidiaries and the Nonprofit Organizations taken as a whole or as could not reasonably be expected to prevent, materially impair or materially delay the consummation of the transactions contemplated by this Agreement, in each case, individually or in the aggregate:
(ia) A Section 4.16(a) of the Company Disclosure Schedule contains a true and complete list of all real property owned or leased 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 ANM. Without limiting the foregoing, “Real Property” consists of approximately 57,000 acres of land that is currently owned by the Company, which approximately 46,430 acres formerly constituted a Subsidiary portion of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it 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) 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 property acquired in unwritten leases) pertaining to the Leased Real Property (each a judicial foreclosure proceeding “Real Property Lease”). True and complete copies of each of the Real Property Leases that has not been terminated or by way expired as of the date hereof and any terminated or expired Real Property Leases under which the Company, a deed in lieu of foreclosure Company Subsidiary or similar transfer)a Nonprofit Organization may have any potential liability obligation have been made available to ANM.
(c) The Company, in each case the Company Subsidiaries or the Nonprofit Organizations, as applicable, has good title to all Real Property, free and clear of any Liens all Encumbrances, except Permitted Encumbrances.
(id) liens Except for Taxes not yet due and payable and (ii) such easementsthe Leased Real Property, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use none of the properties Real Property is subject thereto to any lease, sublease, license or affected thereby. Each lease pursuant other agreement granting to which any other Person any right to the Company use, occupancy or enjoyment of such Real Property or any of its Subsidiaries as lessee, leases real or personal property part thereof.
(e) Each Real Property Lease is valid and 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) 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 constructed on the Real Property (including the Leased Real 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 operating condition and repair, subject 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 other services necessary for the operation of such improvements as currently operated, and, to the knowledge of the Company, there is no condition which would reasonably be expected to result in the termination of the present access from any improvements to such utility services.
(i) Except for three proposed wxxxx already permitted, which are specifically identified in Section 4.16 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 Real Property and neither the Company nor any other Person is engaged in any drilling or other exploration activities with respect thereto.
(j) Except as disclosed in Section 4.16 of the Company Disclosure Schedule, the Company has no knowledge that there are any sites of historical or archeological importance on the Real Property.
(k) Each of the Company, the Company Subsidiaries and the Nonprofit Organizations owns or leases all tangible assets necessary or sufficient for the conduct of its Subsidiariesbusiness as presently conducted, nor, to which tangible assets are reflected in the Company’s knowledge, any Balance Sheet (other party to any such lease, is than those disposed of in default or in violation the ordinary course of any material provisions of any such leasebusiness consistent with past practices). The Company has previously delivered to Purchaser a complete tangible assets are in good and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are serviceable condition and repair in all material respects in a good state of maintenance and repair (subject to normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws tear) and are considered by the Company to be adequate generally suitable for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-waypurposes for which they presently are used.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (a) SCHEDULE 2.01(iv) correctly describes all Real Property pertaining to the Business, including all leasehold interests, easements, rights of way, privileges, licenses and other rights benefiting or appurtenant to such Real Property. Seller does not own a fee simple interest in any Real Property and does not lease any Real Property to others as landlord or sublandlord. Seller does not lease any Real Property as tenant other than those leases set forth in SCHEDULE 2.01(iv).
(b) SECTION 4.08(b) OF THE DISCLOSURE SCHEDULE describes all personal property used in the Business included in the Purchased Assets, including but not limited to Equipment, other equipment, furniture, vehicles, storage tanks, spare and replacement parts, fuel and other trade fixtures and fixed assets, and any Liens thereon, specifying in the case of leases or subleases, the name of the lessor or sublessor, the lease term and basic annual rent.
(i) A list The Seller has good and marketable indefeasible, fee simple title to all Purchased Assets that are real, personal, mixed or tangible property, free of all Liens, subject to SCHEDULE 2.01.
(ii) The Real Property includes all real property owned or leased by Seller or otherwise used or held for use in connection with the Company or a Subsidiary conduct of the Company is set forth in the Company’s Disclosure Letter. The Company Business as heretofore conducted.
(iii) All leases of real and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid are in good standing and are valid, binding and enforceable in full force and effect as to the Company accordance with their respective terms, and, other than in connection with this Agreement and the Subsidiaries and neither the Company nor transactions contemplated hereby, there does not exist under any of its Subsidiaries, norsuch lease any default by Seller or, to the Company’s knowledgeknowledge of Seller and the Shareholders, by any other party to any such leasePerson, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any event that, with notice or lapse of its Subsidiaries time or both, would constitute a default by Seller or, to the knowledge of Seller and the Shareholders, by any other Person.
(iv) The plants, buildings, structures and equipment included in the Purchased Assets have no material defects, are in all material respects in a good state of maintenance operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (normal giving due account to the age and length of use of same, ordinary wear and tear excepted), conform are suitable for their present uses and, in the case of Real Property (including without limitation, the roofs thereof), are structurally sound.
(v) Except for the leases listed on SCHEDULE 2.01(iv), no portions of the Real Property are subject to any leases or other occupancy agreements or are occupied by anyone other than Seller.
(vi) Seller has delivered to Buyer complete and accurate copies of all material respects with leases relating to the Purchased Assets, both real and personal, including all applicable ordinancesamendments related thereto.
(vii) All rent and other charges currently due on the Real Property leases are listed on SCHEDULE 2.01(iv) and Seller has not assigned such Real Property leases or subleased all or any portion of the premises leased thereunder.
(viii) Seller has not made any alterations, additions or improvements to the premises leased under the Real Property leases listed on SCHEDULE 2.01(IV) that are required to be removed (or of which lessor could require removal) at the termination of the respective lease terms.
(d) No Purchased Asset is subject to any Lien, except for Liens disclosed on the Balance Sheet or on SCHEDULE 2.01.
(e) No violation of any law, regulation or ordinance (including, without limitation, laws, regulations and zoning laws and or ordinances relating to zoning, health, safety, handicapped persons, city planning or similar matters) relating to Seller, the Business or any Purchased Asset which would have a Material Adverse Effect currently exists or has existed at any time since Seller's incorporation. There are considered by no developments, other than those developments that are known generally to the Company to be adequate for the current business public, affecting any of the Company and its Subsidiaries. To Purchased Assets pending or, to the knowledge of Seller and the CompanyShareholders threatened, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extent, and that do not materially which might detract from the valuevalue of such Purchased Assets, or materially interfere with any present use of any such Purchased Assets or adversely affect the marketability of such Purchased Assets. In addition, except as set forth on SECTION 4.08(e) OF THE DISCLOSURE SCHEDULE, the Real Property and the present use of the properties subject thereto Real Property are not in violation of or affected thereby. With respect to personal property used in the business out of the Company and its Subsidiaries that is leased rather than ownedconformity with (i) any zoning, neither the Company nor any of its Subsidiaries is in default under the terms subdivision, building, building code, health, safety, traffic, environmental, flood control, wetlands, or other land use laws, statutes, ordinances, rules, regulations, variances, permits or orders of any such leaselocal, state, or federal authorities or any other governmental entity having jurisdiction over the Real Property, including, without limitation, the Americans with Disabilities Act of 1990 or (ii) any Liens affecting the Real Property, in either case which would have a Material Adverse Effect.
Appears in 1 contract
Properties. (a) Section 4.19(a) of the Disclosure Letter sets forth a list of the address of each real property, name of the entity owning or leasing, whether such property is owned, leased or subleased and all such real property interests, together with all right title and interest of the Company and any of its Subsidiaries in and to (i) A list of all buildings, structures and other improvements and fixtures located on or under such real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)property, in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such all easements, restrictions rights and encumbrances, if any, as are not material in character, amount or extentother appurtenances to such real property, and do not materially detract from 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 value“Company Properties”). There are no real properties that the Company or any of its Subsidiaries is obligated to buy, lease or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease sublease at some future date pursuant to any Contract to which the Company or any of its Subsidiaries is a party existing as lesseeof the date hereof. None of the Company or any of its Subsidiaries owns, leases or has any rights to any real property which is not set forth on Section 4.19(a) of the Disclosure Letter.
(b) The Company or personal property a Subsidiary thereof owns good, marketable and valid title or leasehold title (as applicable) to each of the Company Properties that is valid material to the business of the Company and its Subsidiaries, in each case, free and clear of Liens, except for Permitted Liens.
(c) No certificate, variance, permit or license from any Governmental Entity having jurisdiction over any of the Company Properties or any agreement, easement or other right that is necessary to permit the current use of the buildings and improvements on any of the Company 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 the Company Properties has failed to be obtained or is not in full force and effect as to the Company and the Subsidiaries effect, and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation Subsidiaries has received written notice of any material provisions outstanding threat of modification or cancellation of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned certificate, variance, permit or leased by the Company or license, except for any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted)the foregoing as, conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures individually or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company aggregate, has not had and its Subsidiaries that is leased rather than ownedwould not reasonably be expected to have, neither the Company nor any of its Subsidiaries is in default under the terms of any such leasea Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (eLong, Inc.)
Properties. (ia) A list Neither the Company nor any Subsidiary owns real property, and except for the Leased Real Property (as defined below) and any real property used pursuant to any warehousing Contracts, no Person owns any real property used by the Company or any Subsidiary except the Company.
(b) The Company has made available to Purchaser complete and correct copies of all real property owned leases and subleases and any and all amendments or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject modifications pertaining thereto or affected thereby. Each lease pursuant to which the Company or any Subsidiary is a party or is bound (the “Leases”). The real property demised by the Leases (the “Leased Real Property”) constitutes all of the real property used by the Company and its Subsidiaries as lesseeSubsidiaries. Each of the Leases under which the Company or a Subsidiary is a tenant (including any option to purchase contained therein) is legal, leases real or personal property is valid valid, binding and enforceable and in full force and effect as and is enforceable against the landlord which is party thereto in accordance with its terms, subject to applicable bankruptcy, insolvency, moratorium or other similar Laws relating to creditors’ rights and general principles of equity, and there exists no material default or event of default (or any event that with notice or lapse of time or both would become a material default or event of default) on the part of the Company or such Subsidiary under any Lease. Neither the Company nor any Subsidiary has assigned or sublet its interest under any Lease that will survive Closing. With respect to each Lease, (i) all rents, deposits and the Subsidiaries additional rents due pursuant to such Lease have been paid in full and no security deposit or portion thereof has been applied in respect of a breach or default under such Lease that has not been redeposited in full, and (ii) neither the Company nor any Subsidiary has received any notice that the owner of its Subsidiariesany Leased Real Property has made any assignment, normortgage, to pledge or hypothecation of such Lease or the Company’s knowledge, any other party to any such lease, rents or use fees due thereunder. All of the Leased Real Property is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance condition and repair (subject to normal wear and tear exceptedtear), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business .
(c) Each of the Company and its Subsidiaries. To the knowledge Subsidiaries owns good and marketable title to, or a valid leasehold interest in, or a valid license to use, all of the Companyits tangible personal property and assets shown to be owned, none of the buildings, structures leased or other improvements located on any real property owned or leased licensed by the Company or any the Subsidiaries on the Latest Balance Sheet (except to the extent such property was sold and replaced in the Ordinary Course of its Subsidiaries encroaches upon Business since the Latest Balance Sheet Date) or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by itacquired thereafter, free and clear of all Liens except such Liens, if anyexcept for Permitted Liens and Liens that will not survive Closing (and, that are not material in characterwith respect to leases and licenses, amount or extent, and that do not materially detract from the value, or materially interfere with the present use rights of the properties subject thereto or affected therebyother parties specified therein). With respect to The tangible personal property used in the business and assets of the Company and its Subsidiaries that is leased rather than owned, neither are free from material defects and in good operating condition and repair (subject to normal wear and tear). The Company or one of the Company nor any of its Subsidiaries is in default under possession of all the terms tangible personal property and assets owned, leased or licensed by the Company and/or its Subsidiaries.
(d) The Company and the Subsidiaries are the only entities through which the Business is conducted. The assets and property (real and personal), tangible and intangible, currently owned, leased, licensed, used or held for use by the Company and its Subsidiaries are sufficient in all material respects for the continued conduct of the Business immediately after the Closing in substantially the same manner as conducted prior to the Closing, other than for planned capital expenditures in the Forecast.
(e) The Company, with respect to any part of the Leased Real Property, is not, (i) to its Knowledge, in violation of any zoning, subdivision or building Law applicable thereto; (ii) subject to the taking by condemnation, expropriation or eminent domain of any part of such leaseproperty; (iii) subject to the commencement of enforcement proceedings with respect to delinquent Taxes; or (iv) in violation of any material condition or agreement contained in any easement, restrictive covenant or any similar instrument or agreement.
Appears in 1 contract
Properties. (i) A list and description of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it Dupont (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer) (collectively, the “Real Property”), is set forth in the Citizens/Dupont joint Disclosure Letter. Dupont has good and marketable title to all Real Property owned by it, in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and payable, (ii) such easements, restrictions restrictions, encumbrances and encumbrancesimperfections of title, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby, and (iii) liens arising as a matter of law in the ordinary course of business as to which there is no known default. Each lease pursuant to which Dupont, as lessee, leases real or personal property is valid and in full force and effect and neither Dupont, nor, to Dupont’s Knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. A complete and correct copy of each such lease is attached as an exhibit to the Citizens/Dupont joint Disclosure Letter. All Real Property owned or leased by Dupont is in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and is considered by Dupont to be adequate for the current business of Dupont. To the Knowledge of Dupont, none of the buildings, structures or other improvements located on any Real Property owned or leased by Dupont encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) Dupont has good and marketable title to all tangible personal property owned by it, free and clear of all Liens, except such Liens, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries Dupont that is leased rather than owned, neither the Company nor any of its Subsidiaries Dupont is not in default under the terms of any such lease.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased tangible property and leased tangible assets has valid and enforceable leasehold interests in, all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its material properties and tangible assets, in each case free and clear of any Liens all Liens, except (i) liens for Taxes not yet due and payable and Permitted Liens.
(ii) such easements, restrictions The material properties and encumbrances, if any, as are not material in character, amount tangible assets owned or extent, leased by the Company and do not materially detract from the valueits Subsidiaries, or materially interfere with which they otherwise have the present use right to use, are sufficient (subject to normal wear and tear) to operate their businesses in substantially the same manner as they are currently conducted. The tangible assets and properties (including the electrical, power, cooling and mechanical infrastructure) of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any and each of its Subsidiaries as lesseeare each in good working order, leases real or personal property is valid and have been maintained in full force and effect as to accordance with prudent industry practice.
(iii) Section 3.01(o)(iii) of the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Letter sets forth a complete and correct copy list of each such lease. All all real property owned or and interests in real property leased by the Company or any of its Subsidiaries are in all material respects in (each such property, a good state of maintenance and repair (normal wear and tear excepted"Leased Real Property"), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by . Neither the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon currently owns, or over has previously owned, in fee any adjoining parcel real property or interests in real estate or any easement or right-of-wayproperty.
(iiiv) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in each Leased Real Property, (A) the business Merger and the other transactions contemplated by this Agreement do not require the consent of the Company and its Subsidiaries that is leased rather than ownedany party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein.
(v) Each of the Company and its Subsidiaries is in default under compliance in all material respects with the terms of any all material leases of Leased Real Property to which it is a party and under which it is in occupancy, and each such leaselease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases to the material Leased Real Property to which it is a party and under which it is in occupancy.
Appears in 1 contract
Samples: Merger Agreement (DemandTec, Inc.)
Properties. (i) A list of all All real and personal property owned by IDPK or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each any of its Subsidiaries has good and marketable title to all real property owned or presently used by it (including any property acquired of them in their respective business is in a judicial foreclosure proceeding or by way good condition (ordinary wear and tear excepted) and is sufficient to carry on their respective business in the ordinary course of a deed in lieu of foreclosure or similar transfer)business consistent with their past practices. IDPK has good, in each case marketable and indefeasible title, free and clear of all Liens, to all of the material properties and assets, real and personal, reflected on the unaudited statement of financial condition of IDPK as of June 30, 2014, or acquired after such date, other than properties sold by IDPK or any Liens of its Subsidiaries in the ordinary course of business, except (i) liens Liens for Taxes current taxes and assessments not yet due and or payable and for which adequate reserves have been established, (ii) pledges to secure deposits incurred in the ordinary course of its banking business consistent with past practice, (iii) such easementsimperfections of title, restrictions easements and encumbrances, if any, as are not material in character, amount or extentextent and (iv) as reflected on the unaudited statement of financial condition of IDPK as of June 30, 2014. All real and do not materially detract from the value, personal property which is material to IDPK’s business and leased or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company licensed by IDPK or any of its Subsidiaries as lessee, is held pursuant to leases real or personal property is licenses which are valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any obligations of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company IDPK or any of its Subsidiaries and, to the Knowledge of IDPK, are in all material respects in a good state of maintenance valid and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business binding obligations of the Company other parties thereto, enforceable against IDPK or such Subsidiary of IDPK, and its Subsidiariesto the Knowledge of IDPK, the other parties thereto, in accordance with their terms (in each case, except as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer and similar laws of general applicability relating to or affecting creditor’s rights or by general equity principles). To Except as set forth in Section 5.03(s) of IDPK’s Disclosure Schedule, such leases will not terminate or lapse prior to the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company Effective Time and IDPK and each of its Subsidiaries has good the right to use and marketable title to all tangible personal occupy such leased real property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentfor the full term, and that do not materially detract from the value, or materially interfere in accordance with the present use conditions of the properties subject thereto or affected therebylease relating thereto. With respect to personal property used Except as set forth in the business Section 5.03(s) of the Company and its Subsidiaries that is leased rather than ownedIDPK’s Disclosure Schedule, neither the Company IDPK nor any of its Subsidiaries is in has received any written notice of termination, cancellation, breach or default under any such real property lease and, to the terms Knowledge of IDPK, no event has occurred, and no circumstances or condition exists, that (with or without notice or lapse of time, or both) will, or would reasonably be expected to, (A) result in a violation or breach of any such of the provisions of any real property lease, (B) give any Person the right to declare a default or exercise any remedy under any real property lease, (C) give any Person the right to accelerate the maturity or performance of any real property lease, or (D) give any Person the right to cancel, terminate or modify any real property lease. IDPK and its Subsidiaries are in compliance with all applicable health and safety related requirements for the real property owned by any of them, including those requirements under the Americans with Disabilities Act of 1990, as amended.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Pacific Premier Bancorp Inc)
Properties. (ia) A list of all real property owned or leased by Except for the Company or a Subsidiary of Permitted Liens, the Company is set forth in Companies and the Company’s Disclosure Letter. The Company and each of its Subsidiaries has have good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the valueto, or materially interfere with in the present use case of leased property and assets, have valid leasehold interests in, or the right to use, all property and assets (whether real, personal, tangible or intangible, excluding Intellectual Property) reflected on the Balance Sheet or acquired after the Balance Sheet Date, except for properties and assets sold since the Balance Sheet Date in the Ordinary Course of Business.
(b) None of the properties and assets (whether real, personal, tangible or intangible) reflected on the Balance Sheet or acquired by the Companies or the Subsidiaries after the Balance Sheet Date are subject thereto or affected therebyto any Lien, except Permitted Liens.
(c) Neither the Companies nor any Subsidiary own any real property. Each lease pursuant to which None of the Company or any of its the Subsidiaries is a party to any agreement or option to purchase or sell any real property or interest therein.
(d) The Sellers have made available to the Purchaser a correct and complete copy of each lease, sublease, license or other Contract, currently in effect, under which any real property leased or subleased has been granted to the Companies or the Subsidiaries (each, a “Leased Real Property”) or is occupied or used by the Companies or the Subsidiaries (each, a “Company Lease”), as lessee, leases real or personal property amended to date. Each Company Lease is a valid and in full force and effect as binding obligation of the Company or Subsidiary party and, to the Knowledge of the Companies, the other party thereto, enforceable in accordance with the terms. Neither the applicable Company and the Subsidiaries and neither the or Subsidiary party to any Company nor any of its Subsidiaries, Lease nor, to the Company’s knowledgeKnowledge of the Companies, any other party to any such leaseCompany Lease, is in default breach or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that are not material in character, amount or extentdefault, and that do not materially detract from no event has occurred (including the valuefailure to obtain any consent) which, with notice or lapse of time or both, would constitute a breach or default under or permit termination or material modification of, or materially interfere with the present use acceleration of the properties subject thereto or affected thereby. With respect to personal property used in the business a material amount of the rents due under, any Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such leaseLease.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (American Water Works Company, Inc.)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company Seller and each of its the Subsidiaries has good and marketable title in fee simple absolute to all real property properties and good title to all other properties and assets used in its business or owned by it (including any property acquired except such real and other properties and assets as are held pursuant to leases or licenses described in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transferSchedule 2.1(f)), in each case free and clear of any Liens all liens, mortgages, security interests, pledges, charges, and encumbrances (except (i) liens for Taxes not yet due and payable and such as are listed on Schedule 2.1(f)).
(ii) such easementsSet forth on Schedule 2.1(f) is a true, restrictions and encumbrances, if any, as are not material in character, amount or extentcorrect, and do not materially detract from complete list of all real and other properties and assets owned by the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company Seller and the Subsidiaries or leased or licensed by the Seller or by any Subsidiary from or to a third party, including with respect to such properties and neither assets owned by the Company nor Seller or by any Subsidiary a statement of its Subsidiariescost, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete book value and correct copy (except for land) reserve for depreciation of each item for tax purposes, and net book value of each item for financial reporting purposes, and, with respect to such leaseproperties and assets leased or licensed by the Seller or by any Subsidiary, a description of such lease or license. All such real and other properties and assets owned by the Seller or by any Subsidiary are reflected on the Last Balance Sheet (except for acquisitions subsequent to December 31, 1996 (the "Last Balance Sheet Date"). All real property owned and other tangible properties and assets owned, leased, or leased licensed by the Company Seller or by any of its Subsidiaries Subsidiary are in all material respects in a good state of maintenance and repair usable condition (normal ordinary wear and tear excepted), conform except for such properties and assets as are obsolete.
(iii) The real and other properties and assets owned by the Seller and each Subsidiary or leased or licensed by the Seller or such Subsidiary from a third party constitute all such properties and assets which are necessary to the business of the Seller or such Subsidiary as currently conducted.
(iv) The current use, occupancy and operation of the real properties owned by the Seller or any Subsidiary (the "Real Properties"), and all aspects of the improvements thereon and thereto (the "Real Properties Improvements"), are in compliance in all material respects with all applicable ordinancesfederal, state and local laws and regulations and zoning laws with all private restrictive covenants of record, and to the Knowledge of the Seller there is not any proposed change therein that would affect any of the Real Properties or its use, occupancy or operation. All Real Property Improvements are considered located within the lot lines (and within the mandatory set-backs from such lot lines established by the Company applicable law or otherwise) and not over areas subject to be adequate easements or rights of way. All Real Property Improvements are in good condition and repair, suited for the current business operation of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither Seller or the Company nor any of its Subsidiaries is in default under the terms of any such leaserelevant Subsidiary.
Appears in 1 contract
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgeKnowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered made available to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches encroach upon or over any adjoining parcel or real estate or any easement or right-right- of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Samples: Merger Agreement (First Community Bankshares Inc /Va/)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary Each of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased tangible property and leased tangible assets has valid and enforceable leasehold interests in, all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer)its material properties and tangible assets, in each case free and clear of any Liens all Liens, except (i) liens for Taxes not yet due and payable and Permitted Liens.
(ii) such easements, restrictions The material properties and encumbrances, if any, as are not material in character, amount tangible assets owned or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to leased by the Company and its Subsidiaries, or which they otherwise have the Subsidiaries right to use, are sufficient (subject to normal wear and neither tear) to operate their businesses in substantially the same manner as they are currently conducted. The assets of the Company nor any and each of its Subsidiaries, nortaken as a whole, to are in good working order and have been maintained in accordance with prudent industry practice.
(iii) Section 3.01(o)(iii) of the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser Letter sets forth a complete and correct copy list, as of each such lease. All the date of this Agreement, of all real property owned or and interests in real property leased by the Company or any of its Subsidiaries are in all material respects in (each such property, a good state of maintenance and repair (normal wear and tear excepted“Leased Real Property”), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by . Neither the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or nor any of its Subsidiaries encroaches upon currently owns or over has previously owned, in fee, any adjoining parcel real property or interests in real estate or any easement or right-of-wayproperty.
(iiiv) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in each Leased Real Property, (A) the business Merger and the other transactions contemplated by this Agreement do not require the consent of the Company and its Subsidiaries that is leased rather than ownedany party to any lease, (B) neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted anyone the right to use or occupy such Leased Real Property or any portion thereof and (C) neither the Company nor any of its Subsidiaries has collaterally assigned or granted any other security interest in any such leasehold estate or any interest therein.
(v) Each of the Company and its Subsidiaries is in default under compliance in all material respects with the terms of any all material leases of Leased Real Property to which it is a party and under which it is in occupancy, and each such leaselease is a legal, valid and binding agreement of the Company or its Subsidiary, as the case may be, and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in each case, in accordance with its terms, subject to the Bankruptcy and Equity Exception. Each of the Company and its Subsidiaries enjoys peaceful and undisturbed possession in all material respects under all the leases to the material Leased Real Property to which it is a party and under which it is in occupancy.
Appears in 1 contract
Samples: Merger Agreement (Netezza Corp)
Properties. (i) A list and description of all real property owned or leased by the Company Patapsco or a Subsidiary of the Company Patapsco is set forth in the Company’s Patapsco's Disclosure Letter. The Company Patapsco and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company Patapsco or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company Patapsco nor any of its Subsidiaries, nor, to the Company’s knowledgeknowledge of Patapsco, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a A complete and correct copy of each such leaselease has previously been provided to Newco. All real property owned or leased by the Company Patapsco or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company Patapsco to be adequate for the current business of the Company Patapsco and its Subsidiaries. To the knowledge of the CompanyPatapsco, none of the buildings, structures or other improvements located on any real property owned or leased by the Company Patapsco or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company Patapsco and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, if any, that as 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company Patapsco and its Subsidiaries that is leased rather than owned, neither the Company Patapsco nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 4.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that owned by the Company or any of its Subsidiaries as of the date of this Agreement (each, an “Owned Real Property”). Section 4.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise 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 $50,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property as of the date of this Agreement and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any of its Subsidiaries in (or created by) a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with the present use of the properties subject thereto or affected thereby. breach by any party under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
Appears in 1 contract
Samples: Merger Agreement (Acme Packet Inc)
Properties. (a) (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to to, or in the case of leased property and leased tangible assets, valid leasehold interests in, all of its material real properties and material tangible personal property owned by itassets and (ii) all such assets and real properties, other than assets and real properties in which the Company or any of its Subsidiaries has leasehold interests, are free and clear of all Liens Liens, except such for Permitted Liens.
(b) Section 5.21(b) of the Company Disclosure Schedule sets forth a complete and correct list of all real property and interests in real property, if any, that currently owned by the Company or any of its Subsidiaries (each, an “Owned Real Property”). Section 5.21(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries in respect of which the Company or any of its Subsidiaries has annual rental obligations of $1,000,000 or more (each, a “Leased Real Property”), (ii) the address for each Leased Real Property, (iii) current rent amounts payable by the Company or its Subsidiaries related to such Leased Real Property and (iv) a description of the applicable lease, sublease or other agreement therefore and any and all amendments, modifications, side letters relating thereto. All of the leases, subleases and other agreements (each, a “Lease Agreement”) of the Leased Real Property are not valid, binding and in full force and effect without penalty, acceleration, termination, repurchase right or other adverse consequence on account of the execution, delivery or performance of this Agreement by the Company or the consummation by the Company of the transactions contemplated hereby. No interest of the Company or any of its Subsidiaries in a Lease Agreement is subject to any Lien, other than Permitted Liens, including any mortgage, pledge, lien, encumbrance, sublease, assignment, license or other agreement granting to any Third Party any interest in such Lease Agreement or any right to the use or Table of Contents CONFIDENTIAL occupancy of any Leased Real Property. The Company and each of its Subsidiaries has performed all material in character, amount or extentobligations required to be performed by it to date under each Lease Agreement, and that do not materially detract from there are no outstanding defaults or circumstances which, upon the valuegiving of notice or passage of time or both, would constitute a default or materially interfere with breach by the present use Company or any of its Subsidiaries or, to the Knowledge of the properties subject Company, the other party thereto or affected thereby. under any Lease Agreement.
(c) With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than ownedeach Leased Real Property, neither the Company nor any of its Subsidiaries is in default under has 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 terms of any such leaseOwned Real Property and the Leased Real Property.
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Samples: Merger Agreement
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected therebyPermitted Liens. Each lease pursuant to which the Company or any of its Subsidiaries Subsidiaries, as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledgeKnowledge, any other party to any such lease, is in default or in violation violation, in each case in any material respect, of any material provisions of any such lease. The Company has previously delivered or made available to Purchaser a complete and correct copy of each such leaselease of real property. All real property owned or leased by the Company or any of its Subsidiaries are is in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform conforms in all material respects with all applicable ordinances, regulations and zoning laws and are is considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge Knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches encroach upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to tangible personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease, except where it has not had and would not reasonably be expected to have a Material Adverse Effect on the Company.
Appears in 1 contract
Samples: Merger Agreement (CapStar Financial Holdings, Inc.)
Properties. (i) A list of all real property owned or leased by the Company or a Subsidiary of the Company is set forth in the Company’s Disclosure Letter. The Company and each of its Subsidiaries has good and marketable title to all real property owned by it (including any property acquired in a judicial foreclosure proceeding or by way of a deed in lieu of foreclosure or similar transfer), in each case free and clear of any Liens except (i) liens for Taxes not yet due and payable and (ii) such easements, restrictions and encumbrances, if any, as are not material in character, amount or extent, and do not materially detract from the value, or materially interfere with the present use of the properties subject thereto or affected thereby. Each lease pursuant to which the Company or any of its Subsidiaries as lessee, leases real or personal property is valid and in full force and effect as to the Company and the Subsidiaries and neither the Company nor any of its Subsidiaries, nor, to the Company’s knowledge, any other party to any such lease, is in default or in violation of any material provisions of any such lease. The Company has previously delivered to Purchaser a complete and correct copy of each such lease. All real property owned or leased by the Company or any of its Subsidiaries are in all material respects in a good state of maintenance and repair (normal wear and tear excepted), conform in all material respects with all applicable ordinances, regulations and zoning laws and are considered by the Company to be adequate for the current business of the Company and its Subsidiaries. To the knowledge of the Company, none of the buildings, structures or other improvements located on any real property owned or leased by the Company or any of its Subsidiaries encroaches upon or over any adjoining parcel or real estate or any easement or right-of-way.
(ii) The Company and each of its Subsidiaries has good and marketable title to all tangible personal property owned by it, free and clear of all Liens except such Liens, 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 properties subject thereto or affected thereby. With respect to personal property used in the business of the Company and its Subsidiaries that is leased rather than owned, neither the Company nor any of its Subsidiaries is in default under the terms of any such lease.
Appears in 1 contract
