Real and Personal Properties. (a) The Company does not own any real property.
(b) Section 3.10(b) of the Disclosure Letter sets forth a true, correct and complete list of (i) all of the real property leased, subleased, licensed, used or occupied by the Company (the “Leased Real Property”) and (ii) all leases, subleases, licenses, amendments, modifications, supplements, and assignments thereto, together with all exhibits, addendums and other documents constituting a part thereof for each parcel of Leased Real Property and other ancillary agreements or documents pertaining to the tenancy at each such parcel of real property that affect or may affect the tenancy at any Leased Real Property (collectively, the “Leases” and, each, individually, a “Lease”).
(c) True, correct and complete copies of all of the Leases have been Made Available to Parent. The Company has not sublet or allowed any third party to occupy, assigned, mortgaged, deeded in trust, transferred, licensed or otherwise conveyed or hypothecated or subjected to any encumbrance any rights in the relevant real property (or interest therein) or in the Leases to any other Person. All of the Leases are in full force and effect and are enforceable by the Company in accordance with their terms, subject to the Enforceability Exceptions. All rental and other material payments and other obligations required to be paid and performed pursuant to the Leases have been duly paid and performed, and the Company is not in breach of or default under any Lease, and to the Company’s Knowledge, none of the landlords or other Persons party to the Leases are in breach of or default under any Lease. There are no conditions which are or, with the giving of notice, the passage of time, or both, would constitute any breach or other default in any material respect by any party to any of the Leases. No notice of default or termination under any Lease is outstanding or threatened in writing. The Leases will not be in breach or default as a result of, the completion of the transactions contemplated by this Agreement.
(d) The Company has not received written (or, to the Company’s Knowledge, other) notice of any pending or contemplated condemnation, expropriation or other proceeding in eminent domain affecting the Leased Real Property or any portion thereof or interest therein, and no such proceeding has been threatened in writing against the Leased Real Property. The Company has not received any written (or, to the Company’s Knowledge, other) notice that the c...
Real and Personal Properties. (i) Schedule 2.2(j)(i) contains a complete and correct list of all of the Leased Real Property. With respect to each Leased Real Property, the Company or a Subsidiary of the Company owns a leasehold estate in such Leased Real Property, free and clear of all Liens except Permitted Liens. No material default by the Company or any of its Subsidiaries, or to the Knowledge of the Company, the applicable landlord, exists under any lease with respect to the Leased Real Property and each material lease with respect to the Leased Real Property is legal, valid, binding and enforceable and in full force and effect.
(ii) Schedule 2.2(j)(ii) sets forth a complete and correct list of all Owned Real Property. With respect to each Owned Real Property, (A) either the Company or a Subsidiary of the Company owns title in fee simple to such Owned Real Property, free and clear of all Liens except for Permitted Liens, (B) there are no material outstanding options or rights of first refusal in favor of any other Person to purchase or lease such Owned Real Property or any portion thereof or interest therein, and (C) there are no material leases, subleases, licenses, options, rights, concessions or other agreements affecting any portion of such Owned Real Property.
(iii) The Company or one of its Subsidiaries has good title to all of the material assets (other than Owned Real Property) reflected in the most recent balance sheet included in the Financial Statements as being owned and all material assets thereafter acquired by the Company or any Subsidiary of the Company (except to the extent that such assets have been disposed of after the date of the latest balance sheet in the Financial Statements in the ordinary course of business consistent with past practice or pursuant to existing contracts), free and clear of all Liens other than Permitted Liens, and all other material assets used in the businesses of the Company and its Subsidiaries are leased or licensed by the Company or one of its Subsidiaries.
Real and Personal Properties. (a) KRATON or its Subsidiaries has good, and insurable (to the extent title insurance is available generally in the applicable jurisdiction at commercially reasonable rates) title to, or a valid and binding leasehold interest in, the material real and personal property used by the Company in the Business, including, without limitation, the Owned Real Property, the Leased Real Property and all properties and assets reflected on the Interim Balance Sheet, except for personal properties or non-real property assets sold or otherwise disposed of in the ordinary course of business since the date of the Interim Balance Sheet (the “Material Company Assets”), all free and clear of all Liens, except (i) as set forth on Schedule 3.8(a); (ii) as disclosed in the Financial Statements; (iii) liens for taxes, assessments and other governmental charges not yet due and payable or, if due, (A) not delinquent or (B) being contested in good faith by appropriate proceedings; (iv) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business if the underlying obligations are not more than 30 days past due or are being contested in good faith; (v) with respect to the personal property, liens or title retention arrangements arising under original purchase price conditional sales contracts and equipment leases with third parties entered into in the ordinary course of business; (vi) with respect to real property, (A) easements, licenses, covenants, rights-of-way and other similar restrictions, including, without limitation, any other agreements or restrictions which would be shown by an investigation of title to the extent and nature which a prudent purchaser of property in the relevant jurisdiction would carry out, (B) any conditions that may be shown by survey, title report or physical inspection (whether or not made) and (C) zoning, building and other similar restrictions, so long as none of (A) or (B) or (C) materially interfere with the present use or operation of such properties or assets of the Company in the Business; and (vii) other Liens which would not have a Company Material Adverse Effect (such Liens described in clauses (i)- (vii) hereof are referred to herein as “Permitted Liens”). Schedule 3.8(b) hereto sets forth as of the date of this Agreement a complete and correct list of all material real property owned by the Company and used in the Business (the “Owned Real Property”) and Schedule 3.8...
Real and Personal Properties. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company and its Subsidiaries have (i) good, marketable and valid fee simple title to all of their respective Owned Real Property, in each case free and clear of all Liens except Permitted Liens, and there are no outstanding options, rights of first offer or rights of first refusal to purchase the Owned Real Property or any portion thereof or interest therein, (ii) good, marketable and valid title to, valid leasehold interests in or valid rights under contract to use, all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned, leased or otherwise used, as applicable, by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold interests in all of their respective Leased Real Property, in each case free and clear of all Liens, other than Permitted Liens. With respect to each of the Leases, and except as would not reasonably be expected to be material and adverse to the Company: (i) such Lease is legal, valid, binding, enforceable and in full force and effect; (ii) the Company’s or its Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed; (iii) neither the Company nor its Subsidiary nor any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; and (iv) the Company or its Subsidiary has not collaterally assigned or granted any other security interest in such Lease or any interest therein.
Real and Personal Properties. 8 4.8 Contracts.....................................................................................10 4.9 Inventory.....................................................................................10 4.10 Receivables...................................................................................10 4.11 Litigation....................................................................................10 4.12
Real and Personal Properties. (a) Schedule 5.7(a) sets forth the street addresses and legal descriptions (which will be delivered no later than fifteen (15) days after the date of this Agreement pursuant to Section 8.10) of each parcel of real property owned by the respective Sellers that is necessary for or utilized in the operation of the Business, as well as each parcel of real property owned by the respective Sellers that contains a closed facility that has not otherwise been sold as of the date of this Agreement (each a “Material Owned Real Property” and, collectively, the “Material Owned Real Properties”). Each of the Sellers listed on Schedule 5.7(a) holds fee simple title to their respective Material Owned Real Properties, subject only to Permitted Exceptions. Except as set forth on Schedule 5.7(a), and except for recorded leases with railroads or utility providers shown on surveys previously provided to Purchaser, the Material Owned Real Properties are not subject to any leases or tenancies or other rights of occupancy. None of the Sellers has received notice that any of the improvements comprising the Material Owned Real Properties or the business conducted by the respective Sellers thereon is in violation of any building line, use or occupancy restriction, limitation, easement, condition or covenant of record. There are no physical defects in the buildings or other facilities or machinery or equipment located at any of the Material Owned Real Properties which individually or in the aggregate would reasonably be expected to have a Seller Material Adverse Effect.
(b) Schedule 5.7(b) sets forth the street addresses of each parcel of real property that is leased by the respective Sellers (each a “Leased Real Property” and, collectively, the “Leased Real Properties”). The Leased Real Properties are leased to the respective Sellers listed on Schedule 5.7(b) pursuant to written leases (each a “Real Property Lease” and collectively, the “Real Property Leases”). With respect to each Leased Real Property, (i) the Seller that is the tenant under such Real Property Lease has not received any notice of default under the Real Property Lease in the twelve (12) month period prior to the date hereof. None of the Sellers has received notice that any of the improvements comprising the Leased Real Properties or the business conducted by the respective Sellers thereon is in material violation of any building line, use or occupancy restriction, limitation, easement, condition or covenant of recor...
Real and Personal Properties. (a) Section 3.14(a) of the Titanium Disclosure Letter sets forth a true, correct and complete list of each mall that is a material Titanium Real Property and all material agreements pursuant to which such relevant malls are ground leased by a Subsidiary of Titanium. Except as would not, individually or in the aggregate, reasonably be expected to be material to Titanium and its Subsidiaries, taken as a whole, Titanium or one of its Subsidiaries has good and valid fee simple title to the Titanium Owned Real Property and has a valid leasehold interest in each of the Titanium Leased Real Properties, free and clear of Liens, in each case, except for Permitted Liens. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect, neither Titanium nor any of its Subsidiaries has received written notice of any uncured violation of any Applicable Law (including zoning, building or similar laws) affecting any portion of any of the Titanium Real Properties issued by any Governmental Entity.
(b) Titanium or one of its Subsidiaries has good title to, or a valid and enforceable leasehold interest in, all material personal property assets owned, used or held for use by them, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Titanium Material Adverse Effect, neither Titanium’s nor its Subsidiaries’ ownership of any such material personal property is subject to any Liens, other than Permitted Liens.
(c) Except as would not reasonably be expected to be material to Titanium and its Subsidiaries, taken as a whole, as of the date hereof, Titanium or its Subsidiaries, as applicable, have performed all obligations required to be performed by them and are not in any default under or in breach of nor in receipt of any written notice of breach or termination under any ground lease set forth on Section 3.14(a) of the Titanium Disclosure Letter, and to the Knowledge of Titanium, no event has occurred which with the passage of time or the giving of notice or both would result in a default, breach or event of noncompliance by Titanium or its Subsidiaries under any such ground lease.
Real and Personal Properties. (a) Section 3.15(a) of the Company Disclosure Letter sets forth a true, accurate and complete list as of the date hereof of the addresses of all real property (i) owned by the Company and each Company Subsidiary (the “Owned Real Property”) or (ii) leased, subleased by, licensed or with respect to which a right to use or occupy has been granted to or by the Company and each Company Subsidiary (the “Leased Real Property”, and together with the Owned Real Property, the “Real Property”).
(b) The Company and its Subsidiaries have (i) good and valid fee simple title to all of the Owned Real Property, (ii) good and valid title to all the personal properties and assets reflected on the most recent audited balance sheet of the Company and its Subsidiaries included in the Company SEC Documents as being owned by the Company or one of its Subsidiaries or acquired after the date thereof (except for properties and assets that have been disposed of in the ordinary course of business consistent with past practice since the date thereof) and (iii) valid leasehold (or, as applicable, license or other) interests in all of the Leased Real Property (each a “Real Property Lease”), in each case free and clear of all Liens, other than Permitted Liens. The Real Property, together with permanent easements appurtenant thereto, includes all of the real property used or held for use in connection with or otherwise required to carry on the business of the Company and the Company Subsidiaries as currently conducted in all material respects. There is no pending or, to the Knowledge of the Company, threatened in writing eminent domain, condemnation or other similar proceedings affecting any of the Owned Real Property. To the Knowledge of the Company, there is no pending or threatened in writing eminent domain, condemnation or other similar proceedings affecting any of the Leased Real Property.
Real and Personal Properties. Each of the Company and its subsidiaries owns or leases all such properties as are necessary to the conduct of its operations as presently conducted. The Company and its subsidiaries have valid, legal and defensible title to the interests in oil and gas properties underlying the estimates of the Company’s proved reserves described in the Disclosure Package and the Final Memorandum and good and marketable title to all other real property and to all personal property described in the Disclosure Package and the Final Memorandum as being owned by them, in each case free and clear of all liens, encumbrances and defects, except as (i) disclosed or contemplated in the Disclosure Package and the Final Memorandum or (ii) do not materially and adversely affect the value of such property and do not materially interfere with the use made or proposed to be made of such property by the Company or its subsidiaries; any real property and buildings held under lease or sublease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases, with such exceptions as are not material and do not interfere with the use made or proposed to be made of such property by the Company or its subsidiaries; and the working interests derived from oil, gas and mineral leases or mineral interests which constitute a portion of the real property held or leased by the Company and its subsidiaries reflect in all material respects the right of the Company and its subsidiaries to explore, develop or produce hydrocarbons from such real property, and the care taken by the Company and its subsidiaries with respect to acquiring or otherwise procuring such leases or mineral interests was generally consistent with standard industry practices in the areas in which the Company and its subsidiaries operate for acquiring or procuring leases and interests therein to explore, develop or produce hydrocarbons.
Real and Personal Properties. Real and Personal Properties.
(i) Schedule 2.1(j)(i)-1 lists, and Buyer has been furnished true, correct and complete copies of, all instruments and agreements (A) granting to the Group ownership, leasehold and associated concession or operating rights with respect to the real property constituting each rental location of the Group from which net revenues in the year 2004 exceeded $50,000,000 and (B) granting to the Group ownership of the real property constituting the Hertz World Headquarters, Park Ridge, New Jersey, and the Hertz Financial, Administrative, Reservation and Data Centers in and about Oklahoma City, Oklahoma, and the leasehold rights in the real property constituting the Hertz Europe Service Center, Swords, Ireland, the Saraland, Alabama reservations center and the Hertz Europe Ltd. headquarters, Uxbridge, U.K. (all such interests in real property and associated concession and operating rights referred to in clauses (A) and (B), the “Material Real Property”). The Company or one of its Subsidiaries has good, valid and marketable title to each parcel of Material Real Property owned in fee, and a good and valid leasehold interest, or interest as a tenant at sufferance or concession and operating rights, in each parcel of Material Real Property leased or operated under such concession or operating right by the Group, except as would not, individually or in the aggregate, have a Material Adverse Effect. The interests of the Group in the Material Real Property are free and clear of all liens, claims, encumbrances, security interests or other charges or rights of other Persons (“Encumbrances”), except (A) as set forth on Schedule 2.1(j)(i)-2, (B) as disclosed in the Financial Statements, (C) for liens for taxes, assessments and other governmental charges not yet due and payable or, if due, not delinquent or being contested in good faith by appropriate proceedings, during which collection or enforcement against the Material Real Property is stayed, (D) mechanics’, workmen’s, repairmen’s, warehousemen’s, carriers’ or other like liens arising or incurred in the ordinary course of business consistent with past practices, (E) with respect to real property, (1) any conditions, including easements, licenses, covenants, rights-of-way and other similar restrictions that may be shown by survey or title report, (2) incurred in the ordinary course of business that, in the aggregate, are not substantial in amount and, do not materially detract from the value of...
