Purchased Real Property. (a) Seller and its applicable Subsidiaries have good and marketable title to the Purchased Real Property, free and clear of all Liens, except for Permitted Liens. On the Closing Date, Seller and its applicable Subsidiaries will convey good and marketable title to the Purchased Real Property free and clear of all Liens, except for Permitted Liens.
(b) Except as disclosed on Schedule 5.10, to the Knowledge of Seller, neither Seller nor any of its Subsidiaries has received any written notice of a condemnation proceeding relating to the Purchased Real Property.
(c) There are no outstanding agreements, options, rights of first refusal or commitments of any nature obligating Seller or any of its Subsidiaries to transfer any of the Purchased Real Property or rights or interests therein to any other Person.
Purchased Real Property. With respect to each parcel of Purchased Real Property, there are no pending, or to Sellers’ Knowledge, threatened condemnation proceedings or other Legal Proceedings that materially and adversely affect the current use or occupancy thereof.
Purchased Real Property. (a) On the Closing Date, Assignor shall cause the applicable HSBC Seller or its applicable Subsidiaries to convey good and marketable title to the Purchased Real Property free and clear of all Liens, except for Permitted Liens.
(b) Except as disclosed on Schedule 5.10, to the Knowledge of Assignor none of the HSBC Sellers or any of their respective Subsidiaries has received any written notice of a condemnation proceeding relating to the Purchased Real Property.
(c) Neither Assignor nor, to the Knowledge of Assignor, any HSBC Seller or any of its Subsidiaries, has any outstanding agreements, options, rights of first refusal or commitments of any nature obligating Assignor, any HSBC Seller or any of their respective Subsidiaries to transfer any of the Purchased Real Property or rights or interests therein to any other Person.
Purchased Real Property. (a) Schedule 5.10 sets forth a complete and accurate description of all real property owned by the Seller (the “Purchased Real Property”), including the recorded metes and bounds or other recorded description of each land parcel and a description of the improvements constructed or existing thereon.
(b) The Seller has good and marketable title in fee simple to the Purchased Real Property, and the Purchased Real Property is not subject to any Liens (other than the Lien of current property Taxes and assessments not in default); and, except as set forth on Schedule 5.10, none of such real properties is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments or states of fact that adversely affect the value thereof or that interfere with or impair the present and continued use thereof in the usual and normal conduct of the Business. Except as set forth on Schedule 5.10, none of the Purchased Real Property is subject to any lease, license or other agreement or understanding granting to any Person or entity any right to the use, occupancy or enjoyment of the Purchased Property or any portion thereof.
(c) Except as set forth on Schedule 5.10, Seller has not received any written notice that the improvements on the Purchased Real Property and the operations therein conducted fail to conform to any applicable health, fire, insurance, environmental, safety, zoning and building laws, ordinances and administrative regulations, Permits or other regulations, except for possible nonconforming uses or violations that do not interfere with the present use, operation or maintenance thereof by the Seller as now used, operated or maintained or access thereto, and that do not affect the value thereof and Seller has not received any notice to the contrary. Seller has not received any written notice that any of the buildings, structures, improvements and fixtures owned, leased or used by the Seller in connection with the Business fail to conform to any applicable codes and rules adopted by national, state and local associations and boards of insurance underwriters. There are no actions, suits, proceedings or governmental investigations pending or threatened against the Purchased Real Property.
(d) There are no outstanding requirements or recommendations by any insurance company that has issued a policy covering the Purchased Real Property, or by any board of fire underwriters or other body ...
Purchased Real Property. (a) The applicable Sellers have good and marketable title to their respective Purchased Real Property, free and clear of all Liens other than Permitted Liens. The applicable Sellers, as of the Closing Date, will have good and marketable title to their respective Purchased Real Property, free and clear of all Liens other than Permitted Closing Liens.
(b) Except as set forth in Schedule 4.11(b), no Seller has received written notice of any default or breach by it under any of the covenants, conditions, restrictions, easements, rights-of-way or agreements set forth on Schedule 1.8(b) hereto which remains uncured, and to the Knowledge of the Sellers, except as set forth in Schedule 4.11(b), no such default or breach now exists.
(c) Schedule 4.11(c) contains a true, correct and complete list of all the leases or other occupancy agreements under which any of the Sellers uses or occupies or has the right to use or occupy, any of the Leased Real Property. The Sellers have heretofore delivered to the Buyer true, complete and correct copies of all Leases including any amendments thereto. Except as set forth in Schedule 4.11(c) (and, in the case of the New York Theater, assuming the Master Lease is in full force and effect (which Master Lease, to the Sellers' Knowledge, is in full force and effect)), each Lease is in full force and effect, all rent and other sums and charges payable by the Sellers thereunder are current, no written notice of default or termination under any Lease is outstanding, no Proceeding has been instituted by any lessor against a Seller under any Lease, and no default or conditional limitation which has remained uncured beyond applicable cure periods on the part of any of the Sellers exists under any Lease. No Affiliate of any of the Sellers is the lessor under any Lease. Except to the extent set forth in Schedule 4.11(c), none of the Leases have been amended, modified or extended as of the date hereof.
(d) Schedule 4.11(d) contains a true, correct and complete list of all Space Leases under which any tenant, subtenant or licensee has a right to occupy or use any of the Premises. The Sellers have heretofore delivered to the Buyer a true, complete and correct copy of all Space Leases. Each Space Lease is in full force and effect and all rent and other charges payable to Seller thereunder are current. Except as set forth on Schedule 4.11(d), there are (i) no leasing commissions due or payable or which become payable under the terms of any Space L...
Purchased Real Property. (i) On the Closing Date, Seller will convey good and marketable fee simple title to the Purchased Real Property free and clear of all encumbrances other than Permitted Encumbrances and any other matters that do not materially and adversely affect the current use, occupancy and/or value.
(ii) Neither Seller nor any of its Affiliates has received any written notice of a condemnation proceeding relating to the Purchased Real Property nor, to the best of Seller’s Knowledge and the Knowledge of any of its Affiliates, is any such proceeding pending or threatened.
(iii) There are no outstanding agreements, options, rights of first refusal or commitments of any nature obligating Seller to transfer any of the Purchased Real Property or rights or interests therein to any other Person.
(iv) Schedule 5.7(b)(iv) is a true and correct list of all real property owned by Seller excluding OREO.
(a) To Seller’s Knowledge, all Premises comply in all material respects with all applicable private agreements, zoning requirements and other governmental laws and regulations relating thereto.
Purchased Real Property. Schedule 2.1(h) contains a list of all the real property included in the Purchased Assets and a list of all indebtedness secured by a lien, mortgage or deed of trust thereon. All of the buildings, structures and appurtenances situated on the real property listed or required to be listed on Schedule 2.1(h) are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, and are adequate and suitable for the purpose for which they are presently being used. The real property set forth on Schedule 2.1 (h) and the property subject to an Assigned Real Property Lease constitute all of the real property interests owned, leased or occupied in whole or in part by any Seller which are used in or necessary in connection with the business of the Purchased Divisions.
Purchased Real Property. Real Estate Buyer shall purchase from Eyelematic and Seemar, and Eyelematic and Seemar shall sell, convey, assign, transfer and deliver to Real Estate Buyer free and clear of all Liens (other than Permitted Liens), all of the Purchased Real Property, for an aggregate purchase price of $4,950,000, as more fully described in Section 2.1(e) and Section 2.1(f) above.
Purchased Real Property. (a) On the Closing Date, Assignor shall cause the applicable HSBC Seller or its applicable Subsidiaries to convey good and marketable title to the Purchased Real Property free and clear of all Liens, except for Permitted Liens.
(b) Except as disclosed on Schedule 5.10, to the Knowledge of Assignor, none of the HSBC Sellers or any of their respective Subsidiaries has received any written notice of a condemnation proceeding relating to the Purchased Real Property.
Purchased Real Property. Schedule 1.1(a)(iv) sets forth true and accurate legal descriptions of all of the parcels of land owned by the Seller and related to or necessary for the Businesses and a description of any and all buildings, plants, facilities, installations, fixtures and structures situated or located thereon. Schedule 1.1(a)(v) sets forth true and accurate legal descriptions of all material Easements (together with Real Property, "Purchased Real Property"). Except as disclosed on Schedule 2.14, there are no leases of Real Property to which the Seller is a party and which provide for the lease to or by the Seller of any Real Property related to or necessary for the Businesses (the "Real Property Leases"). The Seller has delivered to the Buyer the most recent title insurance policies and surveys, if any, for the Real Property and true and accurate copies of material Easements as amended or modified. Except as disclosed on Schedule 2.14, the Seller has not received notice of, and to the Seller's knowledge, there exists no, dispute, claim, event of default or event which constitutes or would constitute, with or without notice or lapse of time or both, a default by the Seller under any material Easement or any Real Property Lease.
