Property and Leases. (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect.
(b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed.
(c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.
(d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by t...
Property and Leases. (a) Section 4.13 of the Disclosure Schedule contains a list of all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). The Company or a Subsidiary of the Company has good and marketable fee title to each parcel of Owned Real Property and all improvements located thereon, free and clear of all Liens other than Permitted Liens.
(b) Section 4.13 of the Disclosure Schedule contains a list of all leases and subleases under which the Company or any of its Subsidiaries is either lessor or lessee of real property (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). The Company or one of its Subsidiaries has a good and valid leasehold interest in each Leased Real Property, free and clear of all Liens other than Permitted Liens, except where the failure to have such leasehold interest would not have a Material Adverse Effect. The Company has delivered to Buyer or its counsel a true and complete copy of every lease and sublease with respect to the Leased Real Property (the “Leases”). Except where such failure to be valid and enforceable in accordance with its terms would not have a Material Adverse Effect, each Lease is valid and enforceable in accordance with its terms except that (a) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, affecting creditors’ rights generally and (b) 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.
(c) To the knowledge of the Company, none of the Real Property is the subject of any material condemnation or eminent domain proceeding. The Real Property is served by all water, electric, gas, telephone, sewer and other utilities reasonably necessary for the conduct of business of the Company and its Subsidiaries as currently conducted.
(d) The Company and the Subsidiaries of the Company have good and marketable title to all material personal property owned by them, in each case free and clear of all Liens other than Permitted Liens.
Property and Leases. (a) Each of the Company and its Subsidiaries has good and marketable title to all the real property and all other property owned by it and included in the Company Balance Sheet, free and clear of all Liens, other than (i) Liens that secure liabilities that are reflected in the Company Balance Sheet or incurred in the ordinary course of business after the date of such balance sheet, (ii) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (iii) inchoate mechanics’ and materialmen’s Liens for construction in progress and other statutory Liens securing payments not past due, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or any of its Subsidiaries consistent with past practice, (v) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by the Company’s Subsidiaries acting in a fiduciary capacity, (vi) easements, rights of way, and other similar encumbrances that do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties and (iv) such imperfections or irregularities of title or Liens as do not materially affect the value or use of the properties or assets subject thereto or affected thereby or otherwise materially impair business operations at such properties.
(b) Each lease or sublease of real property to which the Company or any of its Subsidiaries is a party is listed on Schedule 3.20(b) of the Company Disclosure Schedule, including all amendments and modifications thereto, and is in full force and effect. There exists no breach or default under any such lease by the Company or any of its Subsidiaries, nor any event which with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries, and, to the Knowledge of the Company, there exists no default under any such lease or sublease by any other party, nor any event which with notice or lapse of time or both would constitute a breach or default thereunder by such other party. The Company has previously made available to Buyer complete and correct copies of all such leases, including all amendments and modifications thereto.
(c) Schedule 3.20(c) of the Company Disclosure Sched...
Property and Leases. (a) The Company and the Subsidiaries have good and valid title to all their personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) and included in the Company Form 10-K for the year ended December 31, 2007 or acquired after December 31, 2007 (other than assets disposed of since December 31, 2007 in the ordinary course of business consistent with past practice), (the “Personal Property”) to conduct their respective businesses as currently conducted or as contemplated to be conducted. The Personal Property comprises all of the personal property and assets necessary to carry on the Company’s and each Subsidiary’s respective business, as currently conducted and consistent with past practice. All Personal Property is in good condition and in a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the use to which they are presently put.
(b) Neither the Company nor any Subsidiary (i) owns or has any ownership interest in any real property or (ii) is obligated under, or a party to, any contract to purchase any real property, including, without limitation, any Leased Property (as defined below).
(c) Section 4.14(c) of the Disclosure Schedule sets forth a true, correct and complete list of (i) all real property leased, subleased, licensed or otherwise used or occupied by the Company or any Subsidiary’s (the “Leased Property”), which list includes the name of the entity leasing such property, the legal address and the use thereof, and (ii) each lease, sublease, license or other agreement granting to any person or group of persons, other than Company and its affiliates, a right to the use, occupancy or enjoyment of any Leased Property or any portion thereof (the “Company Subleases”). The Company or a Subsidiary has a good and valid leasehold or other interest in the Leased Property, free and clear of any Liens other than Permitted Liens. The Leased Property is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority, with or without payment of adequate compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to the Company or any Subsidiary. The Company has made available to Parent correct and complete copies of all leases, subleases, licenses and other agreements (including all amendments, modificatio...
Property and Leases. (a) The Company owns no real property. Other than the Leased Real Property, the Company does not have any interest in any other real property.
(b) Except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, (i) the Company has valid and enforceable leasehold interests in all Leased Real Property and (ii) none of the Leased Real Property is subject to any Liens (other than Permitted Liens) or any other easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments. No person other than the Company leases, has a tenancy or otherwise occupies, or has the right to occupy or use, the Leased Real Property.
(c) With respect to each Leased Real Property, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect: (i) such lease or sublease is legal, valid, binding, enforceable and in full force and effect; (ii) there exists no default under any such lease or sublease by the Company which has not been cured, and, to the knowledge of the Company, there has not occurred any event that (with the lapse of time or the giving of notice or both) would constitute, and no party to any such lease has given the Company written notice of or made a claim with respect to, a default on the part of the Company under any such lease or sublease; (iii) to the knowledge of the Company, no party (other than the Company) is in default, and there has not occurred any event that (with the lapse of time or giving of notice or both) would constitute a default by any such party under any such lease or sublease; (iv) all leasing, brokerage, finder and other similar fees and commissions that are due and payable by the Company with respect to such leases and subleases have been paid in full and (v) a true, correct and complete copy of each such lease and sublease (including any renewal notices delivered thereunder) and any guaranty given with respect thereto has been furnished or made available to the Investor.
(d) Except in each case as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all Leased Real Property is in good and usable condition, subject to normal wear and tear and normal industry practice with respect to maintenance, and has such rights of egress and ingress, and such easements, rights of way and grants, as are necessary to allow such real property to be ...
Property and Leases. (a) The Company or one or more of the Transferred Subsidiaries owns, and has good title to, each of the tangible assets reflected as owned by the Company or the Transferred Subsidiaries on the respective unaudited annual statutory financial statements for each of the Company and the Insurance Subsidiaries for the year ended December 31, 2015 that, individually, have a book value in excess of $100,000 (“Material Tangible Property”), except for Material Tangible Property sold or disposed of since the Statutory Statements Date in the ordinary course of business consistent with past practice, free and clear of any Liens (other than Permitted Liens).
(b) Neither the Company nor any of the Transferred Subsidiaries owns any real property.
(c) Section 3.08(c) of the Company Disclosure Schedule lists all real property leases or subleases on the date of this Agreement to which the Company or any of the Transferred Subsidiaries is a party (each, a “Real Property Lease”). Except as set forth in Section 3.08(c) of the Company Disclosure Schedule, to the Knowledge of the Company, as of the date hereof, the Company and the Transferred Subsidiaries have a valid leasehold interest in the real property leased by them under each Real Property Lease, in each case, free and clear of all Liens (other than Permitted Liens). None of the Company or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease and, to the Knowledge of the Company, no event has occurred and no condition exists that (with or without notice or lapse of time, or both) would constitute a default by the Company or any of the Transferred Subsidiaries, or the applicable landlord, under any of the Real Property Leases. Other than as described in Section 3.08(c) of the Company Disclosure Schedule, none of the Company or the Transferred Subsidiaries is currently in negotiations to extend or otherwise modify any Real Property Lease or enter into a real property lease, sublease or license.
(d) Section 3.08(d) of the Company Disclosure Schedule lists all Class X Securities that have been issued in a Synthetic Commutation. The Company or one of the Insurance Subsidiaries owns, and has good title to, each of the Class X Securities free and clear of any Liens.
(e) Section 3.08(e) of the Company Disclosure Schedule lists all the bonds insured by an Insurance Subsidiary that the Company or one of the Insurance Subsidiaries has purchased as part of the Company’s loss mitigat...
Property and Leases. (a) The Company and the Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect.
(b) No parcel of real property owned or leased by the Company or any Company Subsidiary is subject to any governmental decree or order to be sold or is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed other than as could not reasonably be expected to have a Material Adverse Affect.
(c) Except as set forth in Section 3.15(c) of the Disclosure Schedule, there are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Company Subsidiary for the purposes for which it is currently being used other than preclusions or restrictions which do not preclude or restrict or otherwise adversely affect the actual use which the Company or Company Subsidiary is making of the real property on the date of this Agreement but which may or would preclude or restrict any expansion or enhancement or change in such use. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Company Subsidiary other than those that would not prevent or materially delay consummation of the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.
Property and Leases. Neither the Company nor any of its Designated Subsidiaries hold title to any real property. All of the leases and subleases under which the Company or any of its Designated Subsidiaries holds properties described in the Prospectus, are in full force and effect, and neither the Company nor any Designated Subsidiary has any notice of any claim of any sort that has been asserted by anyone adverse to the rights of the Company or any subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Designated Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease, except where the failure to have such leases in full force and effect or the failure to have any such notice of any such claim would not, individually or in the aggregate, have a Material Adverse Effect.
Property and Leases. (a) Section 3.14(a) of the Seller Disclosure Letter sets forth a list of all real property that Seller owns and which is used in or related to the Business (the “Owned Real Property”).
(b) Section 3.14(b) of the Seller Disclosure Letter sets forth a list of (i) all real property leased or subleased to Seller and used in or related to the Business (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”), (ii) all leases, subleases, licenses, concessions or other agreements, whether written or oral (including currently effective amendments and modifications thereto), pursuant to which Seller holds any leased property (collectively, the “Real Property Leases”) and (iii) a description of all buildings and other improvements located on the Leased Real Property. Section 3.14(b) of the Seller Disclosure Letter indicates with an asterisk (“*”) each Real Property Lease in which any Related Person owns or has any interest, directly or indirectly, in any of the real property subject to such Real Property Lease.
(c) Section 3.14(c) of the Seller Disclosure Letter sets forth a list of all leases of personal property with minimum annual lease payments of $75,000 used in or related to the Business (the “Personal Property Leases” and, together with the Real Property Leases, the “Leases”). Section 3.14(c) of the Seller Disclosure Letter indicates with an asterisk (“*”) each Personal Property Lease in which any Related Person owns or has any interest, directly or indirectly, in any of the personal property subject to such Personal Property Lease.
(d) Each of the Leases is valid, binding and in full force and effect and has not been assigned, modified, supplemented or amended, and there does not exist any default by Seller, or to the best of Seller’s Knowledge, any third party to such Lease, or event that with notice or lapse of time, or both, would constitute a default thereunder. Seller has not sublet any portion of the property subject to the Leases to any Person. Upon assignment and assumption, with applicable consents if necessary, the Assumed Leases will be enforceable by Buyer in accordance with their respective terms.
Property and Leases. (a) Except as set forth on Schedule 3.20 of the Company Disclosure Schedule, each of the Company and its Subsidiaries has good and marketable title to all the real property and all other property owned by it and included in the most recent balance sheet in the Company SEC Documents, free and clear of all Liens, other than (i) Liens that secure liabilities that are reflected in the Company Balance Sheet or incurred in the ordinary course of business after the date of the Company Balance Sheet, (ii) Liens for current taxes and assessments not yet past due or which are being contested in good faith, (iii) inchoate mechanics’ and materialmen’s Liens for construction in progress, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or any of its Subsidiaries consistent with past practice, and (v) those items that secure public or statutory obligations or any discount with, borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities, or any transaction by the Company’s Subsidiaries acting in a fiduciary capacity.
(b) Each lease of real property to which the Company or any of its Subsidiaries is a party requiring rental payments in excess of $50,000 during the period of the lease, and all amendments and modifications thereto, is in full force and effect, and there exists no default under any such lease by the Company or any of its Subsidiaries, nor any event which with notice or lapse of time or both would constitute a breach or default thereunder by the Company or any of its Subsidiaries, except for such breaches and defaults which, individually or in the aggregate, would not result in the forfeiture of the use or occupancy of the property covered by such lease.
