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 mitigation strategy (“Purchased Insured Bonds”). The Company or one of the Insurance Subsidiaries owns, and has good title to, each of the Purchased Insured Bonds free and clear of any Liens.
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Property and Leases. (a) The Except as would not reasonably be expected, either individually or in the aggregate, to have a Company or one or more of the Transferred Subsidiaries ownsMaterial Adverse Effect, 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 its Subsidiaries has good, record and marketable title to all the Insurance Subsidiaries for real property and all other property interests owned or leased by it and included in the year ended December 31Company Balance Sheet, 2015 thatfree and clear of all Liens, individually, have a book value other than (i) Liens that secure liabilities that are reflected in excess of $100,000 (“Material Tangible Property”), except for Material Tangible Property sold the Company Balance Sheet or disposed of since the Statutory Statements Date incurred in the ordinary course of business after the date of such balance sheet, (ii) 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, free and clear of (iii) those items that secure public or statutory obligations or any Liens (other than Permitted Liens).
(b) 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. Neither the Company nor any of its Subsidiaries has received written notice of any material violation of any recorded easements, covenants or restrictions affecting all the Transferred real property and all other property interests owned or leased by it and included in the Company Balance Sheet that would reasonably be expected to require expenditures by the Company or any of its Subsidiaries owns or to result in an impairment in or limitation on the activities presently conducted there, and, to the knowledge of the Company, no other party is in material violation of any real propertysuch easements, covenants or restrictions.
(cb) Section 3.08(c) Each lease or sublease 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 its Subsidiaries is a party (each, a “Real Property Lease”). Except as set forth in Section 3.08(cis listed on Schedule 3.21(b) of the Company Disclosure Schedule, to the Knowledge of the Companyincluding all amendments and modifications thereto, as of the date hereof, the Company and the Transferred Subsidiaries have a valid leasehold interest is in the real property leased full force and effect. There exists no breach or default under any such lease 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 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 Transferred Subsidiaries has received Company or any written notice of any default under any Real Property Lease 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 has occurred and no condition exists that (which with or without notice or lapse of time, time or both) 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 3.21(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Company or any of the Transferred its Subsidiaries. No tenant or other party in possession of any of such property has any right to purchase, or the applicable landlordholds any right of first refusal to purchase, under any such properties.
(d) None of the Real Property Leases. Other than as described in Section 3.08(cproperties required to be listed on Schedule 3.21(c) of the Company Disclosure Schedule and, to the Knowledge of the Company, none of the properties required to be listed on Schedule 3.21(b) of the Company Disclosure Schedule, none or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable statute, law, ordinance, rule or regulation in any respect that would reasonably be expected to require expenditures by the Company or any of its Subsidiaries or to result in an impairment in or limitation on the activities presently conducted there. The plants, buildings, structures and equipment located on the properties required to be listed on Schedule 3.21(c) of the Company or Disclosure Schedule, and to the Transferred Subsidiaries is currently in negotiations Knowledge of the Company, the plants, buildings, structures and equipment located on the properties required to extend or otherwise modify any Real Property Lease or enter into a real property lease, sublease or license.
(d) Section 3.08(dbe listed on Schedule 3.21(b) of the Company Disclosure Schedule lists all Class X Securities that have been issued are in good operating condition and in a Synthetic Commutation. The Company or one state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the Insurance Subsidiaries ownspurposes for which they are presently being used and, and has good title to, each of to 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 Knowledge of the Company’s loss mitigation strategy (“Purchased Insured Bonds”). The Company , there are no condemnation or one appropriation proceedings pending or threatened against any of the Insurance Subsidiaries ownssuch properties or any plants, and has good title to, each of the Purchased Insured Bonds free and clear of any Liensbuildings or other structures thereon.
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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 Each of the Company and its Subsidiaries has good and marketable title to all the Insurance Subsidiaries for real property and all other property owned by it and included in the year ended December 31most recent balance sheet in the Company SEC Documents, 2015 thatfree and clear of all Liens, individually, have a book value other than (i) Liens that secure liabilities that are reflected in excess of $100,000 (“Material Tangible Property”), except for Material Tangible Property sold the Company Balance Sheet or disposed of since the Statutory Statements Date 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, free and clear of (v) those items that secure public or statutory obligations or any Liens (other than Permitted Liens)discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by the Company’s Subsidiaries acting in a fiduciary capacity.
(b) Neither the Company nor any Each lease 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 its Subsidiaries is a party (each, a “Real Property Lease”). Except as set forth requiring rental payments in Section 3.08(c) excess of $50,000 during the period of the Company Disclosure Schedulelease, to the Knowledge of the Companyand all amendments and modifications thereto, as of the date hereofis in full force and effect, 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 there exists no 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 such lease by the Company or any of the Transferred its Subsidiaries, nor any event which with notice or the applicable landlord, under any lapse of the Real Property Leases. Other than as described in Section 3.08(c) of the Company Disclosure Schedule, none 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 Transferred Subsidiaries is currently aggregate, would not result 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) the forfeiture of the Company Disclosure Schedule lists all Class X Securities that have been issued in a Synthetic Commutation. The Company use or one occupancy of the Insurance Subsidiaries owns, and has good title to, each of the Class X Securities free and clear of any Liensproperty covered by such lease.
(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 mitigation strategy (“Purchased Insured Bonds”). The Company or one of the Insurance Subsidiaries owns, and has good title to, each of the Purchased Insured Bonds free and clear of any Liens.
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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 Each of the Company and its Subsidiaries has good and marketable title to all the Insurance Subsidiaries for real property and all other property owned by it and included in the year ended December 31most recent balance sheet in the Company SEC Documents, 2015 thatfree and clear of all Liens, individually, have a book value other than (i) Liens that secure liabilities that are reflected in excess of $100,000 (“Material Tangible Property”), except for Material Tangible Property sold the Company Balance Sheet or disposed of since the Statutory Statements Date 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, free and clear of (v) those items that secure public or statutory obligations or any Liens (other than Permitted Liens)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) Neither the Company nor any Each lease 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 its Subsidiaries is a party (each, a “Real Property Lease”). Except as set forth requiring rental payments in Section 3.08(c) excess of $50,000 during the period of the Company Disclosure Schedulelease, to the Knowledge of the Companyand all amendments and modifications thereto, as of the date hereofis in full force and effect, 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 there exists no 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 such lease by the Company or any of the Transferred its Subsidiaries, nor any event which with notice or the applicable landlord, under any lapse of the Real Property Leases. Other than as described in Section 3.08(c) of the Company Disclosure Schedule, none 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 Transferred Subsidiaries is currently aggregate, would not result 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) the forfeiture of the Company Disclosure Schedule lists all Class X Securities that have been issued in a Synthetic Commutation. The Company use or one occupancy of the Insurance Subsidiaries owns, and has good title to, each of the Class X Securities free and clear of any Liensproperty covered by such lease.
(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 mitigation strategy (“Purchased Insured Bonds”). The Company or one of the Insurance Subsidiaries owns, and has good title to, each of the Purchased Insured Bonds free and clear of any Liens.
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Samples: Merger Agreement (Merrill Merchants Bancshares Inc)
Property and Leases. (a) The Company has good, record and marketable title to all the real property and all other property interests owned or one or more of the Transferred Subsidiaries owns, leased by it and has good title to, each of the tangible assets reflected as owned by included in the Company Balance Sheet or the Transferred Subsidiaries on the respective unaudited annual statutory financial statements for each acquired thereafter, free and clear of all Liens, other than (i) Liens that secure liabilities that are reflected in 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 Balance Sheet or disposed of since the Statutory Statements Date 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, (iv) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company consistent with past practice, free and clear of any Liens (other than Permitted Liens).
(bv) 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 those items that secure public or subleases on the date of this Agreement to which the Company statutory obligations or any of the Transferred Subsidiaries is a party (eachdiscount with, a “Real Property Lease”)borrowing from, or obligations to any FRB or Federal Home Loan Bank, interbank credit facilities. Except as set forth in Section 3.08(c) of the 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 not received any written notice of any default under violation of any Real Property Lease recorded easements, covenants or restrictions affecting any of the real property or other property interests owned or leased by it that would reasonably be expected to require expenditures by the Company or to result in an impairment in or limitation on the activities presently conducted there, and, to the Knowledge of the Company, no other party is in violation of any such easements, covenants or restrictions.
(b) Each lease or sublease of real property to which the Company is a party is listed on Schedule 3.21(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 or sublease by the Company, nor any event has occurred and no condition exists that (which with or without notice or lapse of time, time or both) both would constitute a breach or default thereunder by the Company 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 not received any notice from any other party to such a lease or sublease that such party intends to terminate, or not renew, such lease or sublease, or is seeking the renegotiation thereof. The Company has previously made available to Buyer complete and correct copies of all such leases and subleases, including all amendments and modifications thereto.
(c) Schedule 3.21(c) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Company. No tenant or other party in possession of any of the Transferred Subsidiariessuch property has any right to purchase, or the applicable landlordholds any right of first refusal to purchase, under any of the Real Property Leases. Other than such properties.
(d) Except as described in Section 3.08(cset forth on Schedule 3.21(d) of the Company Disclosure Schedule, none of the Company or the Transferred Subsidiaries is currently in negotiations properties required to extend or otherwise modify any Real Property Lease or enter into a real property lease, sublease or license.
(d) Section 3.08(dbe listed on Schedule 3.21(c) of the Company Disclosure Schedule lists all Class X Securities and, to the Knowledge of the Company, none of the properties required to be listed on Schedule 3.21(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 health or other applicable statute, law, ordinance, rule or regulation in any respect that have been issued in a Synthetic Commutation. The would reasonably be expected to require expenditures by the Company or one to result in an impairment in or limitation on the activities presently conducted thereon. Except as set forth on Schedule 3.21(d) of the Insurance Subsidiaries ownsCompany Disclosure Schedule, the plants, buildings, structures and equipment located on the properties required to be listed on Schedule 3.21(c) of the Company Disclosure Schedule, and has good title to, each to the Knowledge of the Class X Securities free Company, the plants, buildings, structures and clear of any Liens.
(e) Section 3.08(eequipment located on the properties required to be listed on Schedule 3.21(b) of the Company Disclosure Schedule lists all are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the bonds insured by an Insurance Subsidiary that purposes for which they are presently being used and, to the Company or one of the Insurance Subsidiaries has purchased as part Knowledge of the Company’s loss mitigation strategy (“Purchased Insured Bonds”). The Company , there are no condemnation or one appropriation proceedings pending or threatened against any of the Insurance Subsidiaries ownssuch properties or any plants, and has good title to, each of the Purchased Insured Bonds free and clear of any Liensbuildings or other structures thereon.
Appears in 1 contract
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 Each of the Company and its Subsidiaries has good and marketable title to all the Insurance Subsidiaries for real property and all other property owned by it and included in the year ended December 31Company’s most recent balance sheet free and clear of all Liens, 2015 that, individually, have a book value other than (i) Liens that secure liabilities that are reflected in excess of $100,000 (“Material Tangible Property”), except for Material Tangible Property sold the Company’s most recent balance sheet or disposed of since the Statutory Statements Date 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, (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, free and clear of (v) those items that secure public or statutory obligations or any Liens (other than Permitted Liens)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) Neither the Company nor any Each lease or sublease 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 its Subsidiaries is a party (each, a “Real Property Lease”). Except as set forth in Section 3.08(cis listed on Schedule 3.20(b) of the Company Disclosure Schedule, to the Knowledge of the Companyincluding all amendments and modifications thereto, as of the date hereof, the Company and the Transferred Subsidiaries have a valid leasehold interest is in the real property leased full force and effect. There exists no breach or default under any such lease 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 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 Transferred Subsidiaries has received Company or any written notice of any default under any Real Property Lease 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 has occurred and no condition exists that (which with or without notice or lapse of time, time or both) 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 Schedule sets forth a complete and accurate list of all real property owned by the Company or any of the Transferred its Subsidiaries. No tenant or other party in possession of any of such property has any right to purchase, or the applicable landlordholds any right of first refusal to purchase, under any such properties.
(d) None of the Real Property Leases. Other than as described in Section 3.08(cproperties required to be listed on Schedule 3.20(c) of the Company Disclosure Schedule and, to the Knowledge of the Company, none of the properties required to be listed on Schedule 3.20(b) of the Company Disclosure Schedule, none or the buildings, structures, facilities, fixtures or other improvements thereon, or the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or other applicable statute, law, ordinance, rule or regulation in any respect that would reasonably be expected to require expenditures by the Company or any of its Subsidiaries or to result in an impairment in or limitation on the activities presently conducted there. The plants, buildings, structures and equipment located on the properties required to be listed on Schedule 3.20(c) of the Company or Disclosure Schedule, and to the Transferred Subsidiaries is currently in negotiations Knowledge of the Company, the plants, buildings, structures and equipment located on the properties required to extend or otherwise modify any Real Property Lease or enter into a real property lease, sublease or license.
(d) Section 3.08(dbe listed on Schedule 3.20(b) of the Company Disclosure Schedule lists all Class X Securities that have been issued are in good operating condition and in a Synthetic Commutation. The Company or one state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the Insurance Subsidiaries ownspurposes for which they are presently being used and, and has good title to, each of to 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 Knowledge of the Company’s loss mitigation strategy (“Purchased Insured Bonds”). The Company , there are no condemnation or one appropriation proceedings pending or threatened against any of the Insurance Subsidiaries ownssuch properties or any plants, and has good title to, each of the Purchased Insured Bonds free and clear of any Liensbuildings or other structures thereon.
Appears in 1 contract
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 Each of the Company and its Subsidiaries has good and marketable title to all the Insurance Subsidiaries for real property and all other property owned by it and included in the year ended December 31most recent balance sheet in the Company SEC Documents, 2015 thatfree and clear of all Liens, individually, have a book value other than (i) Liens that secure liabilities that are reflected in excess of $100,000 (“Material Tangible Property”), except for Material Tangible Property sold the Company Balance Sheet or disposed of since the Statutory Statements Date 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, free and clear of (v) those items that secure public or statutory obligations or any Liens (other than Permitted Liens)discount with, borrowing from, or obligations to any Federal Reserve Bank or Federal Home Loan Bank, interbank credit facilities, or any transaction by the Company's Subsidiaries acting in a fiduciary capacity.
(b) Neither the Company nor any Each lease 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 its Subsidiaries is a party (each, a “Real Property Lease”). Except as set forth requiring rental payments in Section 3.08(c) excess of $50,000 during the period of the Company Disclosure Schedulelease, to the Knowledge of the Companyand all amendments and modifications thereto, as of the date hereofis in full force and effect, 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 there exists no 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 such lease by the Company or any of the Transferred its Subsidiaries, nor any event which with notice or the applicable landlord, under any lapse of the Real Property Leases. Other than as described in Section 3.08(c) of the Company Disclosure Schedule, none 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 Transferred Subsidiaries is currently aggregate, would not result 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) the forfeiture of the Company Disclosure Schedule lists all Class X Securities that have been issued in a Synthetic Commutation. The Company use or one occupancy of the Insurance Subsidiaries owns, and has good title to, each of the Class X Securities free and clear of any Liensproperty covered by such lease.
(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 mitigation strategy (“Purchased Insured Bonds”). The Company or one of the Insurance Subsidiaries owns, and has good title to, each of the Purchased Insured Bonds free and clear of any Liens.
Appears in 1 contract
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 31have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted, 2015 that, individually, with only such exceptions as would not reasonably be expected to 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)Adverse Effect.
(b) Neither Except as disclosed in Section 3.15(b) of the Disclosure Schedule, the Company nor any of the Transferred Subsidiaries owns does not own any real property.
(c) Section 3.08(c3.15(c) of the Company Disclosure Schedule lists contains an accurate and complete list of all leases of real property leases leased for the use or subleases on benefit of the date of this Agreement Company or any Subsidiary to which the Company or any of the Transferred Subsidiaries Subsidiary is a party (each, a the “Real Property Lease”Leases"). Except as set forth All amendments and modifications to the Leases are in full force and effect and described in Section 3.08(c3.15(c) of the Company Disclosure Schedule, and there exists no default under any 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 reasonably be expected to the Knowledge have a Material Adverse Effect.
(d) The Company has made available to Purchaser a true, correct and complete copy of the Companyeach Lease, as of the date hereofincluding all amendments, supplements or other modifications thereto, and (i) each Lease is legal, valid, binding and enforceable against the Company and the Transferred Subsidiaries have a valid leasehold interest party thereto in accordance with the real property leased by them under each Real Property terms thereof, subject to bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws relating to creditor’s rights and to general principles of equity; (ii) neither the Company and the Subsidiaries, nor, to the Company’s knowledge, any other party to any Lease, has waived any material term or condition thereof, and all material covenants to be performed by the Company and the Subsidiaries prior to the date hereof or, to the Company’s knowledge, by any other party to any Lease, have been performed in each case, free and clear of all Liens material respects; (other than Permitted Liens). None iii) none of the Company and the Subsidiaries or, to the Company’s knowledge, any other party to any Lease, is in material breach or the Transferred Subsidiaries has received any written notice of any default under any Real Property Lease andlease, to the Knowledge of the Company, and no event or circumstance exists or has occurred and no condition exists that (which, with or without notice or lapse the delivery of timenotice, the passage of time or both) , would constitute a material breach or default by the Company or any of the Transferred SubsidiariesSubsidiary or, 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 mitigation strategy knowledge, by any other party thereto, permit the termination, modification or acceleration of rent under any Lease; and (“Purchased Insured Bonds”). The iv) the Company and the Subsidiaries have not subleased, or one of the Insurance Subsidiaries owns, and has good title to, each of the Purchased Insured Bonds free and clear of collaterally assigned or granted any Lienssecurity interest in any Lease or any interest therein.
Appears in 1 contract
Samples: Merger Agreement (Parlex Corp)
Property and Leases. (a) The Company Bank has good and marketable title to all the real property and all other property owned by it and included in Seller’s most recent balance sheet free and clear of any and all Liens, other than (i) Liens for current taxes and assessments not yet past due or one or more of the Transferred Subsidiaries ownswhich are being contested in good faith, (ii) inchoate mechanics’ and materialmen’s Liens for construction in progress, and has good title to(iii) workmen’s, 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 repairmen’s, warehousemen’s 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 carriers’ Liens arising in the ordinary course of business of Seller or any of its Subsidiaries consistent with past practice.
(b) Each lease or sublease of real property to which the Bank is a party is listed on Schedule 2.20(b) of the Seller 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 Bank, nor any event which with notice or lapse of time or both would constitute a breach or default thereunder by the Bank, and, to the Knowledge of Seller, 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. Seller has previously made available to Buyer complete and correct copies of all such leases, including all amendments and modifications thereto.
(c) Schedule 2.20(c) of the Seller Disclosure Schedule sets forth a complete and accurate list of all real property owned by the Bank. 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.
(d) None of the properties required to be listed on Schedule 2.20(b) and Schedule 2.20(c) of the Seller 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 health or other applicable Legal Requirement in any respect that would reasonably be expected to require expenditures by the Bank or to result in an impairment in or limitation on the activities presently conducted there. Except as set forth on Schedule 2.20(d) of the Seller Disclosure Schedule, the plants, buildings, structures and equipment located on the properties required to be listed on Schedule 2.20(b) and Schedule 2.20(c) of the Seller Disclosure Schedule are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and none of such plants, buildings, structures or equipment is in need of maintenance or repairs other than ordinary, routine maintenance that is not material in nature or cost. To the Knowledge of Seller, there are no condemnation or appropriation proceedings pending or threatened against any of such properties or any plants, buildings or other structures thereon.
(e) The Bank owns all tangible personal property reflected as owned by the Bank in Seller’s balance sheet as of December 31, 2013, free and clear of any Liens (other than Permitted and all Liens).
(b) Neither the Company nor any . All of the Transferred Subsidiaries owns any real property.
(c) Section 3.08(c) of the Company Disclosure Schedule lists all real tangible personal property leases purchased 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 otherwise acquired by the Company or any of Bank since December 31, 2013 is owned by 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 Bank free and clear of any and all Liens.
(e) Section 3.08(e) . A copy of the Company Disclosure Schedule lists all the bonds insured by an Insurance Subsidiary that the Company or one fixed asset register of the Insurance Subsidiaries Bank has purchased as part been delivered to Buyer. Such register contains a complete and correct list of the Company’s loss mitigation strategy (“Purchased Insured Bonds”). The Company or one fixed assets of the Insurance Subsidiaries owns, and has good title to, each Bank as of the Purchased Insured Bonds free and clear of any Liensdate specified.
Appears in 1 contract
Samples: Stock Purchase Agreement (United Bancshares Inc/Oh)
