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, modifications, supplements, and extensions thereof) granting rights of use, occupancy or enjoyment to the Company and/or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleases, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof). (d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put.
Appears in 3 contracts
Samples: Merger Agreement (Radyne Corp), Merger Agreement (Comtech Telecommunications Corp /De/), Merger Agreement (Comtech Telecommunications Corp /De/)
Property and Leases. (a) The Company or one of the Company Subsidiaries owns, and has good, valid and marketable title to, each of the Subsidiaries have good and valid title to all their personal properties and tangible assets reflected as owned by the Company or the Company Subsidiaries on the Company’s audited balance sheet 2013 Balance Sheet (including in any related notes thereto) and included in the Company Form 10-K except for the year ended December 31, 2007 tangible assets sold or acquired after December 31, 2007 (other than assets disposed of since December 31, 2007 that date in the ordinary course of business consistent and sales after the date of the 2013 Balance Sheet of assets no longer required for the conduct of the Business as presently conducted) in all material respects, free of any Liens; provided, that no representation is made under this Section 4.13 with past practice), (respect to Intellectual Property Rights. The Company and the “Personal Property”) Company Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted conducted, with only such exceptions as, individually or as contemplated in the aggregate, would not have, or be reasonably expected to be conductedhave, a Material Adverse Effect. The Personal Property comprises all All of the machinery, equipment and other tangible personal property and assets necessary owned or used by the Company and the Company Subsidiaries are in the condition and repair sufficient to carry on the Company’s and each Subsidiary’s conduct their respective business, businesses as currently conducted and consistent conducted, with past practice. All Personal Property is only such exceptions as, individually or in good condition and in the aggregate, would not have, or be reasonably expected to have, a state of good maintenance and repair (ordinary wear and tear excepted) and are suitable for the use to which they are presently putMaterial Adverse Effect.
(b) Neither the Company nor any Company 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(c4.13(c) of the Disclosure Schedule sets forth a true, correct complete and complete accurate list of all leases, subleases or licenses (i“Company Leases”) all of real property (“Company Leased Real Property”) to which the Company or any Company Subsidiary is a party, including the location of the premises leased, subleasedsubleased or licensed pursuant to such Company Leases. All such Company Leases, licensed and all amendments and modifications thereto, are in full force and effect and have not been modified or otherwise used or occupied amended, and there exists no default under any such Company Leases by the Company or any Company Subsidiary’s (, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the “Leased Property”)Company or any Company Subsidiary, which list includes except as would not reasonably be expected to prevent or materially delay beyond the name Outside Date consummation of the entity leasing such propertyMerger and as, individually or in the legal address aggregate, would not have, or be reasonably expected to have, a Material Adverse Effect. Except as would not reasonably be expected to prevent or materially delay beyond the Outside Date consummation of the Merger and as, individually or in the use thereofaggregate, and would not have, or be reasonably expected to have, a Material Adverse Effect, neither the Company nor any Company Subsidiary has made any material alterations, additions or improvements to the Company Leased Real Property that are required to be removed (iior of which any landlord or sublandlord could require removal) each leaseat the termination of the applicable lease term. Neither the Company nor any Company Subsidiary has received written notice of any condemnation, sublease, license expropriation or other agreement granting to any person or group of persons, other than proceeding in eminent domain affecting the Company and its affiliates, a right to the use, occupancy or enjoyment of any Leased Real Property or any portion thereof (the “Company Subleases”). The Company or a Subsidiary has a good interest therein, 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 no such proceedings are threatened or proposed. To the knowledge of the Company, the Company Leased Real Property is not subject to any such condemnationspecial assessment nor zoning or other land-use regulation proceeding, expropriation nor any change in any Law or taking been proposed in writing Permit that would reasonably be expected to prevent or materially delay beyond the Outside Date the consummation of the Merger or that seeks to impose any material legal restraint on or prohibition against or limit the Surviving Corporation’s ability to operate the business of the Company and the Company Subsidiaries substantially as it was operated prior to the Company or any Subsidiary. The Company has made available to Parent correct and complete copies date of all leases, subleases, licenses and other agreements (including all amendments, modifications, supplements, and extensions thereof) granting rights of use, occupancy or enjoyment to the Company and/or any Subsidiary this Agreement with respect to the Company Leased Property (Real Property. Except as set forth in Section 4.13(c) of the “Company Leases” and together with Disclosure Schedule, neither the Company Subleasesnor any Company Subsidiary has subleased, the “Leases”) and copies of all Company Subleases (including all amendmentslicensed or otherwise granted to any other person any rights to use, modifications, supplements, and extensions thereof).
(d) Each Lease is a valid and binding obligation occupy or possess any part of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effectLeased Real Property. Neither the Company nor any Company Subsidiary (i) is has collaterally assigned or granted any other Lien in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Company Leased Real Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put.
Appears in 2 contracts
Samples: Merger Agreement (Peregrine Semiconductor Corp), Merger Agreement (Peregrine Semiconductor Corp)
Property and Leases. (a) Schedule 3.21(a) of the Company Disclosure Letter lists all real property leased or subleased to or by the Company or any of its Subsidiaries. The Company has made available to Buyer, Buyer Bank and Merger Sub complete and correct copies of the leases and subleases (each as amended to date) of the properties listed in Schedule 3.21(a) of the Company Disclosure Letter. With respect to each such lease and sublease of the properties listed in Schedule 3.21(a) of the Company Disclosure Letter:
(i) the lease or sublease is a valid, binding and enforceable obligation of the Company or its Subsidiary, as the case may be, subject to the Bankruptcy and Equity Exception;
(ii) neither the Company nor any of its Subsidiaries, or to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or to the Knowledge of the Company, is threatened which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries;
(iii) neither the Company nor any of its Subsidiaries have good has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any leasehold or subleasehold; and
(iv) there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such lease or sublease, except for recorded easements, covenants, and valid other restrictions, which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or its Subsidiaries, as the case may be, of the property subject thereto.
(b) The Company owns fee simple title to all their personal the real property listed on Schedule 3.21(b) of the Company Disclosure Letter, free and clear of any Liens, easements, covenants, or other restrictions applicable to such real property, except for recorded easements, covenants, and other restrictions, which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or its Subsidiaries, as the case may be, of the property subject thereto. Except as set forth on Schedule 3.21(b), no tenant or other party in possession of any of such property has any right to purchase, or holds any right of first refusal to purchase, such properties.
(c) To the Knowledge of the Company, none of the properties listed on Schedules 3.21(a) or (b) of the Company Disclosure Letter, or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and assets reflected health or other applicable statute, law, ordinance, rule or regulation in any respect that could reasonably be expected to require material expenditures by the Company or any of its Subsidiaries or to result in a material impairment in or limitation on the Company’s audited balance sheet activities presently conducted there.
(including in any related notes theretod) The plants, buildings, structures and equipment located on the property listed on Schedules 3.21(a) and included in (b) of the Company Form 10-K for Disclosure Letter and used by the year ended December 31, 2007 Company or acquired after December 31, 2007 (other than assets disposed any 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 its Subsidiaries are in good operating condition and in a state of good maintenance and repair (repair, ordinary wear and tear excepted) , are adequate and are suitable for the use to purposes for which they are presently putbeing used and, to the Knowledge of the Company, there are no condemnation or appropriation proceedings pending or threatened against any of the Company Real Property or any plants, buildings or other structures thereon.
(be) Neither To the Knowledge of 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 (and except as defined below).
(c) Section 4.14(cset forth on Schedule 3.21(e) of the Company 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 propertyLetter, 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 Subsidiaries own good and valid leasehold or other interest in the Leased Propertytitle, free and clear of any all Liens, to all personal property and other non-real estate assets, in all cases excluding Intellectual Property assets, necessary to conduct the business of the Company as currently conducted, except for (i) Liens other than Permitted Liensreflected in the Company Financial Statements, (ii) Liens or imperfections of title that do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, (iii) Liens for current Taxes not yet due and payable, and (iv) Liens on the landlord’s interest in the premises. The Leased Property is neither subject Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases to any governmental decree or order to be sold nor is being condemneduse, expropriated or otherwise taken possess, and control all personal property leased 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 leasesits Subsidiaries as now used, subleases, licenses and other agreements (including all amendments, modifications, supplementspossessed, and extensions thereof) granting rights of use, occupancy or enjoyment to controlled by the Company and/or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleasesor its Subsidiaries, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof)as applicable.
(d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put.
Appears in 1 contract
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(c4.12(a) of the Company Disclosure Schedule sets forth a true, correct and complete list lists each parcel of (i) all real property leased, subleased, licensed or otherwise used or occupied formerly owned by the Company or any Subsidiary’s . Neither the Company nor the Subsidiary currently owns any real property.
(b) Section 4.12(b) of the “Leased Property”)Company Disclosure Schedule lists each parcel of real property currently leased or subleased by the Company and the Subsidiary, which list includes with the name of the entity leasing such property, the legal address lessor and the use thereof, and (ii) each date of the lease, sublease, license assignment of the lease, any guaranty given or other agreement granting leasing commissions payable by the Company or the Subsidiary in connection therewith and each amendment to any person or group of personsthe foregoing (collectively, 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”"Lease Documents"). The True, correct and complete copies of all Lease Documents have been delivered to Parent. All such current leases and subleases are in full force and effect, are valid and effective, 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 an event of default) by the Company or a the 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, noror, to the knowledge of the Company, has by the other party to such lease or sublease, or person in the chain of title to such leased premises.
(c) To the knowledge of the Company, there are no contractual or legal restrictions that preclude or restrict the ability to use any such condemnation, expropriation or taking been proposed in writing to real property leased by the Company or any Subsidiarythe Subsidiary for the purposes for which it is currently being used. The Company has made available to Parent correct and complete copies To the knowledge of all leasesthe Company, subleases, licenses and other agreements (including all amendments, modifications, supplementsthere are no material latent defects or material adverse physical conditions affecting the real property, and extensions thereof) granting rights of useimprovements thereon, occupancy or enjoyment to leased by the Company and/or or the Subsidiary other than those that would not, individually or in the aggregate, prevent or materially delay consummation of the Merger or any Subsidiary with respect to of the Leased Property (the “Company Leases” and together with other transactions contemplated by this Agreement or otherwise prevent or materially delay the Company Subleasesfrom performing its obligations under this Agreement and would not, individually or in the “Leases”) and copies of all aggregate, have a Company Subleases (including all amendments, modifications, supplements, and extensions thereof)Material Adverse Effect.
(d) Each Lease is a valid and binding obligation of the Company (and the Subsidiary has good and valid title to, or, if a Subsidiary is a partyin the case of leased properties and assets, such Subsidiaryvalid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Encumbrances, except as set forth on Section 4.12(d) and is in full force and effect. Neither of the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist thatDisclosure Schedule and such imperfections of title, if any, that do not materially interfere with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all present value of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently putproperty.
Appears in 1 contract
Property and Leases. (a) The Company and the Subsidiaries its subsidiaries have good good, marketable and valid title to to, or a valid leasehold interest in, all their of the real and personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) and included in property owned by the Company Form 10-K or any of its subsidiaries or used or held for use by any of them in connection with, or necessary for, their respective businesses, free and clear of all Liens (collectively, the "Company Assets"). The Company Assets are all of the assets and properties necessary 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”) Company and its subsidiaries to conduct their respective businesses as currently presently conducted or and as contemplated proposed to be conducted. The Personal Property comprises all All of the personal property and assets necessary to carry on the Company’s and each Subsidiary’s respective businesstangible Company Assets have been maintained in a reasonably prudent manner, as currently conducted and consistent with past practice. All Personal Property is are in good operating condition and in a state of good repair, and no maintenance and repair (ordinary wear and tear excepted) and are suitable for the use to which they are presently putwith respect thereto has been deferred or delayed.
(b) Neither the Company nor any Subsidiary (i) owns or has any ownership interest in any Each material parcel of real property owned 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 leased 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 subsidiaries is neither subject to any governmental decree or order by any Governmental Entity to be sold nor is being condemned, expropriated or otherwise taken by any public authority, 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 proposed. There are no persons other than the Company and its subsidiaries in writing to possession of any of the real property owned or leased by the Company or any Subsidiaryof its subsidiaries, or any portion thereof, and, to the Company"s knowledge, there are no Contracts granting to any person or persons other than the Company and its subsidiaries the right of use or occupancy of any portion of such real property. The None of the Company has made available nor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to Parent correct and complete copies sell or otherwise dispose of all leasesany such real property or any other interest in any such real property. To the Company's knowledge, subleasesthere 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 of its subsidiaries for the purposes for which it is currently being used, licenses and other agreements (including all amendments, modifications, supplementsor material latent defects or material adverse physical conditions affecting the real property, and extensions thereof) granting rights of useimprovements thereon, occupancy owned or enjoyment to leased by the Company and/or or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleases, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof)its subsidiaries.
(dc) Each Lease lease and sublease covering any Company Assets is a legal, valid and binding obligation of the Company (orand/or such subsidiary, if a Subsidiary is a partyas applicable, such Subsidiary) and, to the Company's knowledge, of each other party thereto and is enforceable, in accordance with its terms, against the Company and/or such subsidiary, as applicable, and, to the Company's knowledge, against each other party thereto, and such lease or sublease will continue to be valid, binding and enforceable in accordance with its terms and in full force and effecteffect immediately following the consummation of the transactions contemplated hereby, with no material alteration or acceleration or increase in fees or liabilities. Neither There is not under any such lease or sublease any material default by the Company nor or any Subsidiary (i) is in default under of its subsidiaries or, to the knowledge of the Company, by any Lease nor does other person, or any condition exist thatcondition, with the passage of time event or the giving of notice, act which would cause constitute such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently putdefault.
Appears in 1 contract
Samples: Merger Agreement (Danaher Corp /De/)
Property and Leases. (a) Schedule 3.21(a) of the Company Disclosure Schedule lists all real property leased or subleased to or by the Company or any of its Subsidiaries. The Company has made available to Buyer, Buyer Bank and Merger Sub complete and correct copies of the leases and subleases (each as amended to date) of the properties listed in Schedule 3.21(a) of the Company Disclosure Schedule. With respect to each such lease and sublease of the properties listed in Schedule 3.21(a) of the Company Disclosure Schedule:
(i) the lease or sublease is a valid, binding and enforceable obligation of the Company or its Subsidiary, as the case may be, subject to the Bankruptcy and Equity Exception;
(ii) neither the Company nor any of its Subsidiaries, or to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or to the Knowledge of the Company, is threatened which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries;
(iii) neither the Company nor any of its Subsidiaries have good has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any leasehold or subleasehold; and
(iv) there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such lease or sublease, except for recorded easements, covenants, and valid other restrictions, which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or its Subsidiaries, as the case may be, of the property subject thereto.
(b) The Company owns fee simple title to all their personal the real property listed on Schedule 3.21(b) of the Company Disclosure Schedule, free and clear of any Liens, easements, covenants, or other restrictions applicable to such real property, except for recorded easements, covenants, and other restrictions, which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or its Subsidiaries, as the case may be, of the property subject thereto. Except as set forth on Schedule 3.21(b), no tenant or other party in possession of any of such property has any right to purchase, or holds any right of first refusal to purchase, such properties.
(c) To the Knowledge of the Company, none of the properties listed on Schedules 3.21(a) or (b) of the Company Disclosure Schedule, or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and assets reflected health or other applicable statute, law ordinance, rule or regulation in any respect that could reasonably be expected to require material expenditures by the Company or any of its Subsidiaries or to result in a material impairment in or limitation on the Company’s audited balance sheet activities presently conducted there.
(including in any related notes theretod) The plants, buildings, structures and equipment located on the property listed on Schedules 3.21(a) and included in (b) of the Company Form 10-K for Disclosure Schedule and used by the year ended December 31, 2007 Company or acquired after December 31, 2007 (other than assets disposed any 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 its Subsidiaries are in good operating condition and in a state of good maintenance and repair (repair, ordinary wear and tear excepted) , are adequate and are suitable for the use to purposes for which they are presently putbeing used and, to the Knowledge of the Company, there are no condemnation or appropriation proceedings pending or threatened against any of the Company Real Property or any plants, buildings or other structures thereon.
(be) Neither To the Knowledge of 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 (and except as defined below).
(c) Section 4.14(cset forth on Schedule 3.21(e) of the Company 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 propertySchedule, 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 Subsidiaries own good and valid leasehold or other interest in the Leased Propertytitle, free and clear of any all Liens, to all personal property and other non-real estate assets, in all cases excluding Intellectual Property assets, necessary to conduct the business of the Company as currently conducted, except for (i) Liens other than Permitted Liensreflected in the Company Financial Statements, (ii) Liens or imperfections of title that do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, (iii) Liens for current Taxes not yet due and payable, and (iv) Liens on the landlord’s interest in the premises. The Leased Property is neither subject Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases to any governmental decree or order to be sold nor is being condemneduse, expropriated or otherwise taken possess, and control all personal property leased 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 leasesits Subsidiaries as now used, subleases, licenses and other agreements (including all amendments, modifications, supplementspossessed, and extensions thereof) granting rights of use, occupancy or enjoyment to controlled by the Company and/or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleasesor its Subsidiaries, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof)as applicable.
(d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put.
Appears in 1 contract
Samples: Merger Agreement (Massbank Corp)
Property and Leases. (a) Schedule 3.21(a) of the Company Disclosure Letter lists all real property leased or subleased to or by the Company or any of its Subsidiaries. The Company has made available to Buyer, Buyer Bank and Merger Sub complete and correct copies of the leases and subleases (each as amended to date) of the properties listed in Schedule 3.21(a) of the Company Disclosure Letter. With respect to each such lease and sublease of the properties listed in Schedule 3.21(a) of the Company Disclosure Letter:
(i) the lease or sublease is a valid, binding and enforceable obligation of the Company or its Subsidiary, as the case may be, subject to the Bankruptcy and Equity Exception;
(ii) neither the Company nor any of its Subsidiaries, or to the Knowledge of the Company, any other party, is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, is pending or to the Knowledge of the Company, is threatened which, after the giving of notice or the lapse of time or both, would constitute a breach or default by the Company or any of its Subsidiaries;
(iii) neither the Company nor any of its Subsidiaries have good has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any leasehold or subleasehold; and
(iv) there are no Liens, easements, covenants or other restrictions applicable to the real property subject to such lease or sublease, except for recorded easements, covenants, and valid other restrictions, which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or its Subsidiaries, as the case may be, of the property subject thereto.
(b) The Company owns fee simple title to all their personal the real property listed on Schedule 3.21(b) of the Company Disclosure Letter, free and clear of any Liens, easements, covenants, or other restrictions applicable to such real property, except for recorded easements, covenants, and other restrictions, which do not, individually or in the aggregate, materially impair the current uses or the occupancy by the Company or its Subsidiaries, as the case may be, of the property subject thereto. Except as set forth on Schedule 3.21(b), no tenant or other party in possession of any of such property has any right to purchase, or holds any right of first refusal to purchase, such properties.
(c) To the Knowledge of the Company, none of the properties listed on Schedules 3.21(a) or (b) of the Company Disclosure Letter, or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and assets reflected health or other applicable statute, law, ordinance, rule or regulation in any respect that could reasonably be expected to require material expenditures by the Company or any of its Subsidiaries or to result in a material impairment in or limitation on the Company’s audited balance sheet activities presently conducted there.
(including in any related notes theretod) The plants, buildings, structures and equipment located on the property listed on Schedules 3.21(a) and included in (b) of the Company Form 10-K for Disclosure Letter and used by the year ended December 31, 2007 Company or acquired after December 31, 2007 (other than assets disposed any 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 its Subsidiaries are in good operating condition and in a state of good maintenance and repair (repair, ordinary wear and tear excepted) , are adequate and are suitable for the use to purposes for which they are presently put.being used and, to the Knowledge of the Company, there are no condemnation or appropriation proceedings pending or threatened against any of the Company Real Property or any plants, buildings or other structures thereon. 20
(be) Neither To the Knowledge of 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 (and except as defined below).
(c) Section 4.14(cset forth on Schedule 3.21(e) of the Company 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 propertyLetter, 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 Subsidiaries own good and valid leasehold or other interest in the Leased Propertytitle, free and clear of any all Liens, to all personal property and other non-real estate assets, in all cases excluding Intellectual Property assets, necessary to conduct the business of the Company as currently conducted, except for (i) Liens other than Permitted Liensreflected in the Company Financial Statements, (ii) Liens or imperfections of title that do not materially detract from the value or materially interfere with the present use of the assets subject thereto or affected thereby, (iii) Liens for current Taxes not yet due and payable, and (iv) Liens on the landlord’s interest in the premises. The Leased Property is neither subject Company and its Subsidiaries, as lessees, have the right under valid and subsisting leases to any governmental decree or order to be sold nor is being condemneduse, expropriated or otherwise taken possess, and control all personal property leased 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 leasesits Subsidiaries as now used, subleases, licenses and other agreements (including all amendments, modifications, supplementspossessed, and extensions thereof) granting rights of use, occupancy or enjoyment to controlled by the Company and/or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleasesor its Subsidiaries, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof)as applicable.
(d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently put.
Appears in 1 contract
Samples: Merger Agreement (LSB Corp)
Property and Leases. (a) The Company and the Subsidiaries its subsidiaries have good good, marketable and valid title to to, or a valid leasehold interest in, all their of the real and personal properties and assets reflected on the Company’s audited balance sheet (including in any related notes thereto) and included in property owned by the Company Form 10-K or any of its subsidiaries or used or held for use by any of them in connection with, or necessary for, their respective businesses, free and clear of all Liens, except for Liens referenced on Section 4.23(a) of the Company Disclosure Schedule (collectively, the "Company Assets"). The Company Assets are all of the assets and properties reasonably necessary 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”) Company and its subsidiaries to conduct their respective businesses as currently presently conducted or and as contemplated proposed to be conducted. The Personal Property comprises all All of the personal property and assets necessary to carry on the Company’s and each Subsidiary’s respective businesstangible Company Assets have been maintained in a reasonably prudent manner, as currently conducted and consistent with past practice. All Personal Property is are in good operating condition and in a state of good repair, and no maintenance and repair (ordinary wear and tear excepted) and are suitable for the use to which they are presently putwith respect thereto has been deferred or delayed.
(b) Neither the Company nor any Subsidiary (i) owns or has any ownership interest in any Each material parcel of real property owned 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 leased 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 subsidiaries is neither subject to any governmental decree or order by any Governmental Entity to be sold nor is being condemned, expropriated or otherwise taken by any public authority, 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 proposed. There are no persons other than the Company and its subsidiaries in writing to possession of any of the real property owned or leased by the Company or any Subsidiary. The Company has made available to Parent correct and complete copies of all leasesits subsidiaries, subleases, licenses and other agreements (including all amendments, modifications, supplementsor any portion thereof, and extensions thereof) there are no Contracts granting rights of use, occupancy to any person or enjoyment to persons other than the Company and/or and its subsidiaries the right of use or occupancy of any Subsidiary with respect to the Leased Property (the “Company Leases” and together with portion of such real property. None of the Company Subleasesnor any of its Subsidiaries is obligated under or bound by any option, right or first refusal, purchase Contract, or other Contract to sell or otherwise dispose of any such real property or any other interest in any such real property. There are no contractual or legal restrictions that preclude or restrict the “Leases”) and copies ability to use any real property owned or leased by the Company or any of all Company Subleases (including all amendmentsits subsidiaries for the purposes for which it is currently being used, modifications, supplementsor material latent defects or material adverse physical conditions affecting the real property, and extensions thereof)improvements thereon, owned or leased by the Company or any of its subsidiaries.
(dc) Each Lease lease and sublease covering any Company Assets is a legal, valid and binding obligation of the Company (orand/or such subsidiary, if a Subsidiary is a partyas applicable, such Subsidiary) and of each other party thereto and is enforceable, in accordance with its terms, against the Company and/or such subsidiary, as applicable, and against each other party thereto, and such lease or sublease will continue to be valid, binding and enforceable in accordance with its terms and in full force and effecteffect immediately following the consummation of the transactions contemplated hereby, with no material alteration or acceleration or increase in fees or liabilities. Neither There is not under any such lease or sublease any material default by the Company nor or any Subsidiary (i) is in default under of its subsidiaries or, to the knowledge of the Company, by any Lease nor does other person, or any condition exist thatcondition, with the passage of time event or the giving of notice, act which would cause constitute such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently putdefault.
Appears in 1 contract
Samples: Merger Agreement (Danaher Corp /De/)
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 neither (i) owns or has any ownership interest in previously owned any real property or nor (ii) is obligated underparty to any agreement, option or a party to, any contract Contract to purchase any real property, including, without limitation, any Leased Property (as defined below).
(cb) Section 4.14(c3.13(b) of the Company Disclosure Schedule Letter sets forth forth, as of the date of this Agreement, (i) a true, correct true and complete list of (i) all real property leased, subleased, licensed leased or otherwise used or occupied subleased by the Company or any Subsidiary’s (collectively, the “Company Leased Real Property”), which list includes (ii) the name address for each parcel of the entity leasing such property, the legal address and the use thereofCompany Leased Real Property, and (iiiii) each a description of the applicable lease, sublease, license or other similar occupancy agreement granting under which the Company leases, holds, uses or operates any real property (including any and all amendments and modifications relating thereto, the “Company Lease Agreements”). No Company Lease Agreement is subject to any person or group of personsLien, other than Company and its affiliates, a including any right to the use, use or occupancy or enjoyment of any Company 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 Real Property, free and clear of any Liens other than Permitted Liens. True, complete, and correct copies of each Company Lease Agreement, including any amendments thereto, have been Made Available.
(c) The Leased Property is neither subject Company has not transferred or assigned any material interest in any Company Lease Agreement or subleased or otherwise granted material rights of use or occupancy of any of the premises described therein 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 SubsidiaryPerson. The Company has made available to Parent correct and complete copies of all leases, subleases, licenses and other agreements (including all amendments, modifications, supplements, and extensions thereof) granting rights of use, occupancy or enjoyment to the Company and/or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleases, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof).
(d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Real Property and the buildings, fixtures and improvements located thereon personal property owned or leased by the Company are in good operating condition and repair (subject to normal and free from any material defects, reasonable wear and tear)tear excepted, and are suitable for the use to uses for which they are presently putbeing used, in each case, in all material respects. The use and operation of the Company Leased Real Property in the conduct of the business of the Company do not violate in any material respect any Law, covenant, condition, restriction, permit or agreement.
(d) The Company does not own or hold, and is not obligated under or a party to, any option, right of first refusal, or other contractual right to purchase, acquire, sell, assign, or dispose of any real estate or any portion thereof or interest therein.
(e) The Company has a valid leasehold interest in all of its properties and assets (whether real, personal, tangible, or intangible) necessary to conduct all of the business and operations of the Company as currently conducted, subject to Permitted Liens. There is no past due payment or other material default (or event that with notice or the lapse of time or both would become such a material default) by or with respect to the Company under the Company Lease Agreements, or, to the Knowledge of the Company, by or with respect to any other parties to the Company Lease Agreements. The Company Lease Agreements are in full force and effect with respect to the Company and, to the Knowledge of the Company, the other parties thereto.
Appears in 1 contract
Samples: Merger Agreement (WalkMe Ltd.)
Property and Leases. (a) The Company or one or more of its Subsidiaries owns, and the Subsidiaries have has 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 31to, 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 each of the personal property and assets necessary to carry on the Company’s and each Subsidiary’s respective business, (tangible or intangible) reflected 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 owned by the Company or any Subsidiary’s (its Subsidiaries on 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, Balance Sheet free and clear of any all Liens other than (except Permitted Liens. The Leased Property is neither subject to any governmental decree ), except for such assets sold or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority, with or without payment disposed of adequate compensation therefor, nor, to since the knowledge date of the Company, has any such condemnation, expropriation or taking been proposed Balance Sheet in writing to the Company or any SubsidiaryOrdinary Course of Business. The Company has made available and each of its Subsidiaries own or lease all tangible assets sufficient for the conduct of its businesses as presently conducted and as presently proposed to Parent correct and complete copies of all leasesbe conducted, subleases, licenses and which tangible assets are reflected in the Financial Statements (other agreements (including all amendments, modifications, supplements, and extensions thereof) granting rights of use, occupancy or enjoyment than to the Company and/or any Subsidiary extent disposed of in the Ordinary Course of Business). Each such tangible asset is free from material defects, has been maintained in accordance with respect to the Leased Property (the “Company Leases” and together with the Company Subleasesnormal industry practice, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof).
(d) Each Lease is a valid and binding obligation of the Company (or, if a Subsidiary is a party, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), ) and is suitable for the use purposes for which it presently is used.
(b) Except as set forth on Section 3.10(b) of the Disclosure Schedule, neither the Company nor any of its Subsidiaries owns, or since December 19, 2009, has owned, any real property.
(c) Section 3.10(c) of the Disclosure Schedule lists all real property leases to which they the Company or any of its Subsidiaries are presently puta party (each, a “Real Property Lease”). The Company has made available to Purchaser complete and accurate copies of the Real Property Leases. The Company and its Subsidiaries have valid leasehold interests 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). With respect to each Real Property Lease:
(i) such Real Property Lease is legal, valid, binding, enforceable and in full force and effect against the Company or its Subsidiary that is the party thereto, as applicable, and, to the Knowledge of the Company, against each other party thereto;
(ii) none of the Company, any of its Subsidiaries or, to the Knowledge of the Company, any other party, is in material breach or violation of, or material default under, any such Real Property Lease, and no event has occurred, is pending or, to the Knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a material breach or material default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party under such Lease;
(iii) neither the Company nor any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold;
(iv) the Company has no Knowledge of any Lien, easement, covenant or other restriction applicable to the real property subject to such Real Property Lease which would reasonably be expected to materially impair the current uses or the occupancy by the Company or any of its Subsidiaries of the property subject thereto;
(v) no construction, alteration or other leasehold improvement work with respect to the Real Property Lease remains to be paid for or performed by the Company or any of its Subsidiaries; and
(vi) neither the Company nor any off its Subsidiaries is obligated to pay any leasing or brokerage commission relating to such Real Property Lease and will not have any obligation to pay any leasing or brokerage commission upon the renewal of the Real Property Lease.
Appears in 1 contract
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 theretoSection 2.12(a) and included in of the Company Form 10-K for the year ended December 31, 2007 Disclosure Schedule lists each parcel of real property currently 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 formerly owned by the Company nor or any Company Subsidiary. Each parcel of real property owned by the Company or any Company Subsidiary (i) owns is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or has other claims of third parties of any ownership interest in any real property or (ii) is obligated under, or a party to, any contract to purchase any real propertykind, including, without limitation, any Leased Property (as defined below).
(c) Section 4.14(c) easement, right of the Disclosure Schedule sets forth a trueway or other encumbrance to title, correct and complete list of (i) all real property leased, subleased, licensed or otherwise used or occupied by the Company or any Subsidiary’s option, right of first refusal, or right of first offer (the “Leased Property”collectively, "Liens"), which list includes the name of the entity leasing such property, the legal address and the use thereofother than Permitted Liens, 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 Governmental Order to be sold nor is being condemned, expropriated or otherwise taken by any public authority, authority with or without payment of adequate compensation therefor, nor, to the knowledge Knowledge of the Company, has any such condemnation, expropriation or taking been proposed in writing to proposed.
(b) Section 2.12(b) of the Company Disclosure Schedule lists each parcel of real property currently leased or subleased by the Company or any Company Subsidiary, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Company Subsidiary in connection therewith and each amendment to any of the foregoing (collectively, the "Company Lease Documents"). The Company has made available to Parent True, correct and complete copies of all Company Lease Documents have been made available to the Issuer. All such current leases and subleases are in full force and effect, are valid and effective in accordance with their respective terms, and there is not, under any of such leases, subleasesany existing material default or event of default (or event which, licenses with notice or lapse of time, or both, would constitute a default) by the Company or any Company Subsidiary or, to the Company's Knowledge, by the other party to such lease or sublease, or person in the chain of title to such leased premises.
(c) Except as would not reasonably be expected, individually or in the aggregate, to prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and other agreements would not reasonably be expected, individually or in the aggregate, to have a Company Material Adverse Effect: (including all amendments, modifications, supplementsi) 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; and (ii) there are no material latent defects or material adverse physical conditions affecting the real property, and extensions thereof) granting rights of useimprovements thereon, occupancy owned or enjoyment to leased by the Company and/or or any Subsidiary with respect to the Leased Property (the “Company Leases” and together with the Company Subleases, the “Leases”) and copies of all Company Subleases (including all amendments, modifications, supplements, and extensions thereof)Subsidiary.
(d) Each Lease is a valid and binding obligation of the Company (and the Company Subsidiaries has good and valid title to, or, in the case of leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens, except for such imperfections of title, if a Subsidiary is a partyany, such Subsidiary) and is in full force and effect. Neither the Company nor any Subsidiary (i) is in default under any Lease nor does any condition exist that, that do not materially interfere with the passage of time or the giving of notice, would cause such a default under such Lease, or (ii) has received written notice of any cancellation or termination of any Lease. Except as covered by adequate insurance, there is no material physical damage caused by any casualty to any Leased Property. The Leased Property comprises all present value of the real property necessary to carry on the Company’s and each Subsidiary’s respective business as currently conducted and consistent with past practice. The Leased Property and the buildings, fixtures and improvements located thereon are in good operating condition and repair (subject to normal wear and tear), and suitable for the use to which they are presently putproperty.
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