Property Matters. (1) The Transaction Entities or the Subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all Liens except such as (i) are disclosed in the Prospectus; or (ii) would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect. Any real property, improvements, equipment and personal property held under lease by the Company or any Subsidiary are held under valid, existing and enforceable leases which are in full force and effect, and none of the Company, Operating Partnership nor any Subsidiary or, to any Transaction Entity’s knowledge, any other party, is in default under any such lease, with such exceptions as are disclosed in the Prospectus or would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(2) All of the leases and subleases under which the Company, Operating Partnership or any Subsidiary lease any portion of the Properties are in full force and effect; there are no uncured events of default, or events that with the giving of notice or passage of time, or both, would constitute an event of default, by any Transaction Entity nor any tenant under any of the terms and provisions of the leases described above; and none of the Company, Operating Partnership nor any Subsidiary has received any notice of any claim asserted by anyone adverse to the rights of the Company, Operating Partnership or Subsidiary under any of the leases or questioning or affecting the rights of the tenant of the continued possession of the leased or subleased premises under any such lease or sublease, in each case other than those that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or that have been, in the reasonable judgment of the Company, adequately reserved for in the Company’s consolidated financial statements. No tenant which has been specifically identified in the Prospectus under any of the leases at the Properties has a right of first refusal or other right or option to purchase the premises demised under such lease, other than those which are disclosed in the Prospectus or with respect to properties the value of which are not material to the Transaction Entities and the Subsidiaries as a whole;
(3) Except as disclosed in the Prospectus, none of the Transaction Entities, nor any Subsid...
Property Matters. (a) Section 8.18(a) of the Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property leased, subleased or licensed by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Leases”), including, with respect to each location, a description of (i) the location of the premises (the “RhinoRx Leased Premises”), (ii) the landlord, (iii) the date of the lease and (iv) the dates of any extensions, amendments, supplements and other modifications thereof. All RhinoRx Leases are valid and in full force and effect. Neither Rhino nor any of its Subsidiaries nor, to the knowledge of Rhino, any other party to any RhinoRx Lease has (i) violated any provisions of, or committed or failed to perform any act that, with or without notice, lapse of time or both, would constitute a default under the provisions of any RhinoRx Lease, (ii) received notice of the events in clause (i), or (iii) received notice of termination, cancellation or non-renewal of any such RhinoRx Lease. Rhino has made available to Hippo true and complete copies of all the RhinoRx Leases, all modifications or amendments thereto or waivers thereunder and all subordination and non-disturbance agreements relating thereto.
(b) Section 8.18(b) of the Rhino Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property owned by Rhino and its Subsidiaries (to the extent relating to the Rhino Institutional Pharmacy Business) (collectively, the “RhinoRx Owned Properties”). With respect to any RhinoRx Owned Property, Rhino has provided to Hippo true and correct copies of the most recent title insurance policies and surveys with respect thereto. The RhinoRx Owned Properties and the RhinoRx Leased Premises constitute all of the real property used or occupied by Rhino and its Subsidiaries in connection with the Rhino Institutional Pharmacy Business. Each entity listed on Section 8.18(b) of the Rhino Disclosure Schedule as owning a RhinoRx Owned Property has good fee simple title to such RhinoRx Owned Property, subject to no Liens other than Liens listed on Section 8.18(b) of the Rhino Disclosure Schedule, and none of the structures on a Rhino Owned Property encroaches upon real property of another Person, and no structure of any other Person encroaches upon any RhinoRx Owned Property.
(c) There does not exist any pending condemnation or emin...
Property Matters. (A) Except as disclosed in the Registration Statement and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, the Company or its subsidiaries have good and marketable title (either in fee simple or pursuant to a leasehold interest) to all of the properties owned or leased by them (the “Properties”), in each case, free and clear of all liens, encumbrances, claims, security interests and defects;
(B) Except as disclosed in the Registration Statement and the Prospectus or as would not, individually or in the aggregate, have a Material Adverse Effect, neither the Company nor, to the knowledge of the Company, any tenant of any of the Properties is in default under (i) any space leases (as lessor or lessee, as the case may be) relating to the Properties, or (ii) any of the mortgages or other security documents or other agreements encumbering or otherwise recorded against the Properties, and the Company does not know of any event which, but for the passage of time or the giving of notice, or both, would constitute a default under any such lease, mortgage, security document or other agreements;
(C) Other than as would not have, individually or in the aggregate, a Material Adverse Effect, neither the Company nor its subsidiaries has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and neither the Company nor its subsidiaries knows of any such threatened condemnation or zoning change;
Property Matters. (a) The Leased Property is free and clear of agreements, covenants and Liens, except those agreements, covenants and Liens to which this Lease is expressly subject, whether presently existing, as are listed on EXHIBIT B or were listed on the UCC lien search results delivered to Lessor at or prior to the execution and delivery of this Lease (and were not required to be terminated as a condition of the execution and delivery of this Lease), or which may hereafter be created in accordance with the terms hereof (collectively referred to herein as the "Permitted encumbrances"); and Lessee shall warrant and defend Lessor's title to the Leased Property against any and all claims and demands of every kind and nature whatsoever;
(b) There is no Condemnation or similar proceeding pending with respect to or affecting the Leased Property, and neither Lessee nor Guarantor is aware, to the best of its knowledge and belief, that any such proceeding is contemplated;
(c) The Leased Property has not been damaged by any Casualty. To the extent the same halve either been constructed or are located on the Land, the Leased Improvements, Fixtures, Lessor's Personal Property and Tangible Personal Property are in good operating condition and repair, ordinary wear and tear excepted, free from known defects in construction or design;
(d) None of the Permitted Encumbrances has or is likely to have a material adverse impact upon, nor interfere with or impede, in any material respect, the operation of the Leased Property in accordance with the Primary Intended Use;
(e) All building facilities and other improvements necessary, both legally and practically, for the proper and efficient operation of the Facility will be located upon the Leased Property and all real property and personal property currently utilized by Lessee will be included within the definition of the Leased Property or the Collateral;
(f) The Leased Property abuts on and has direct vehicular access to a public road or access t& a public road via permanent, irrevocable, appurtenant easements;
(g) Each parcel comprising a portion of the Land constitutes a separate parcel for real estate tax purposes and no portion of any real property that does not constitute a portion of the Leased Property is part of the same tax parcel as any part of the Leased Property;
(h) All utilities necessary for the use and operation of the Facility are available to the lot lines of the Leased Property:
(i) in sufficient supply and capacity;
(ii...
Property Matters. 6.9.1 Except as disclosed on Schedule 6.9, no notices have been received by Seller from the holder of any of the existing mortgages on the Property or from insurers or governmental authorities requiring any work to be performed with respect to the Property which has not already been performed.
6.9.2 Except as disclosed on Schedule 6.9, the Property and the present use of the Property does not violate any provisions of any applicable zoning ordinances, building codes, fire regulations, or other governmental ordinances, orders, or regulations.
6.9.3 Except as disclosed on Schedule 6.9, there are no hidden structural or mechanical defects in the buildings or improvements located on the Real Estate or of any roof or wall leaks, or backed up sewer problems. All improvements on the Real Estate were constructed in accordance with applicable law and substantially in conformity with all plans and specifications pertaining thereto, copies of which have been delivered to or made reasonably available to Karrington. At Closing, Seller shall assign all of its interest in appliance and equipment manufacturers' warranties, and all other warranties relating to the construction of the improvements on the Real Estate, if any, to the extent assignable.
6.9.4 Except as disclosed in Schedule 2.1.2, there are no leases affecting the Real Estate except for the Resident Agreements.
6.9.5 To the Knowledge of Xxx X. Xxxxxxxxx there is no threatened taking by any governmental authority which would affect, involve or be adverse to the Property.
6.9.6 To the Knowledge of Xxx X. Xxxxxxxxx, except as disclosed in the Environmental Audit, there are no xxxxx, underground or above-ground storage tanks, or individual sewage treatment systems on the Property.
Property Matters. (a) Schedule 4.10(a) sets forth an accurate and complete list of the Owned Included Product Patent Rights and to the Knowledge of the Company the Licensed Included Product Patent Rights. For each Patent set forth on Schedule 4.10(a) the Company has indicated: (i) the application number; (ii) the patent or registration number, if any; (iii) the country or other jurisdiction where the Patent Right was issued, registered, or filed; (iv) the scheduled expiration date of any issued Patent Right, including a notation if such scheduled expiration date includes a term extension or supplementary protection certificate; and (v) the registered owner thereof.
(b) The Company (or the Company Party indicated on Schedule 4.10(a)) is the sole and exclusive owner of the entire right, title and interest in each of the Owned Included Product Patent Rights. Other than Permitted Liens, the Owned Included Product Patent Rights are not subject to any encumbrance, Lien or claim of ownership by any Third Party, and to the Knowledge of the Company there are no facts that would preclude the Company from having unencumbered title to the Owned Included Product Patent Rights. No Company Party has received any written notice of any claim by any Third Party challenging Company Parties’ ownership of the Owned Included Product Patent Rights.
(c) Except as set forth on Schedule 4.10(c), each inventor named on the Owned Included Product Patent Rights, has executed a Contract assigning their entire right, title and interest in and to such Patent Rights and the inventions embodied, described and/or claimed therein, to the Company (or the respective Company Party indicated on Schedule 4.10(a)), and each such Contract has been duly recorded at the United States Patent and Trademark Office.
(d) To the Knowledge of the Company, no issued Owned Included Product Patent Right has lapsed, expired or otherwise been terminated and no Owned Included Product Patent Right applications have lapsed, expired, been abandoned or otherwise been terminated, other than by operation of law or in the ordinary course of patent prosecution.
(e) To the Knowledge of the Company, there are no unpaid maintenance fees, annuities or other like payments that are overdue with respect to any of the Owned Included Product Patent Rights.
(f) To the Knowledge of the Company, each of the Owned Included Product Patent Rights correctly identifies each and every inventor of the claims thereof as determined in accordance with Applicab...
Property Matters. The Agent shall have no obligation whatsoever to the Lenders or to any other Person to assure that the Property is cared for, protected or insured, it being understood and agreed that in respect of the Property, or any act, omission or event related thereto, the Agent may act in any manner it may deem appropriate, in its sole discretion, and that Agent shall have no duty or liability whatsoever to the Lenders, except to the extent resulting from its gross negligence or willful misconduct.
Property Matters. Upon consummation of the Formation Transactions:
(1) the Transaction Entities or their Subsidiaries will have fee simple title (or in the case of the Landmark at Eastview property, located in Tarrytown, New York, a leasehold interest) to all of the properties described in the Prospectus as owned or to be owned or leased by them (the "PROPERTIES"), in each case, free and clear of all Liens except such as (i) are set forth in the Title Reports listed on Schedule C hereto (the "TITLE REPORTS"); (ii) are disclosed in the Prospectus; and (iii) would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect;
(2) except as disclosed in the Prospectus, none of the Transaction Entities, nor any Subsidiary, knows of any violation of any municipal, state or federal law, rule or regulation (including those pertaining to environmental matters) concerning the Properties or any part thereof which could have a Material Adverse Effect;
(3) each of the Properties complies with all applicable zoning laws, ordinances, regulations, and deed restrictions or other covenants in all material respects and, if and to the extent there is a failure to comply, such failure would not reasonably be expected to result in a Material Adverse Effect;
(4) none of the Transaction Entities, nor any Subsidiary or Contribution Entity, has received from any governmental authority any written notice of any condemnation of or zoning change affecting the Properties or any part thereof, and none of the Transaction Entities nor any Subsidiary or predecessor entity knows of any such condemnation or zoning change that is threatened against any of the Properties and that, if consummated, would reasonably be expected to have a Material Adverse Effect;
(5) true, correct and complete copies of the leases, exhibits, schedules or other documents that comprise the leases described in the "Business and Properties" section of the Prospectus where (1) the tenant has been specifically identified or (2) information relating to a lease has been summarized even if such tenant has not been specifically identified (the "MAJOR LEASES") have been provided to the Underwriters or their counsel;
(6) there are no other material agreements between any Transaction Entity, any Subsidiary, or any entity owning such Property immediately prior to the Formation Transactions on the one hand and a tenant under a Major Lease relating to any of the Properties;
(7) except as described in the Prospect...
Property Matters. (a) Each party waives and renounces the benefit of all provisions of law, as now in effect or as enacted in the future, relating to actions of partition of real and personal property, and agrees that it will not resort to any actions in law or in equity to partition the real and personal property subject to this Agreement. In addition, each party acknowledges (i) that dilution and conversion of a Participating Interest is a fair means of measuring the anticipated economic impact of non-participation in the applicable circumstances referred to herein and (ii) that conversion to a royalty can lead to an interest of greater value than the originally held Participating Interest.
(b) The parties shall be entitled to (i) record their Participating Interests in respect to the Claims comprising the Property and (ii) register their Participating Interests in the Property. The parties shall execute such documentation as may be required, from time to time, to effect such transfers of title.
(c) Should the Operator wish to abandon any of the Claims comprising the Property, it shall give the Non-Operator notice of its intention to do so and the Non-Operator may thereafter give notice to the Operator, within 30 days of the Operator's notice, electing to have such Claims transferred to it. Should the Non-Operator make such an election, the Operator shall forthwith execute any documentation necessary to transfer such Claims to the Non-Operator and such mineral properties shall be in good standing for a period of at least 90 days from the date of the Operator's notice. If the Non-Operator does not make such an election within such 30 day period, the Operator may abandon such mineral properties. Subsequent to such 30 day period, the definition of Property shall exclude such Claims, and the Operator shall have no further obligations or responsibilities in respect of such mineral properties, except for those obligations and responsibilities in respect of environmental laws arising in respect of operations conducted by the Operator prior to such abandonment or transfer.
(d) Notwithstanding any other provision of this Agreement, the following provisions of this section 3.5(d) shall apply in the event the Operator recommends to the Joint Venture Committee, at any time, to place any part of the Property into production. In the event the Operator makes such recommendation, the Operator shall make available to the Non-Operator all of the data and information relied upon by the Oper...
