Real and Tangible Personal Property. (a) Schedule 4.3(a) sets forth a legal description of the Owned Real Property. Except as set forth on Schedule 4.3(a) hereto, Kxxxx has good and marketable title to the Owned Real Property, free and clear of all Liens. Except as set forth on Schedule 4.3(a) hereto, (i) the buildings, structures, fixtures, building systems and equipment included in the Owned Real Property (collectively, the “Improvements”) are, taken as a whole, in good condition and repair, normal wear and tear excepted, except to the extent the failure to be in such condition or repair does not materially impair the operation of the Owned Real Property as currently conducted and (ii) there are no material structural deficiencies affecting the Improvements. For purposes of the preceding sentence, “material” or “materially” means that the cost to repair or remedy any deficiency or condition would exceed the sum of $10,000. The classification of each parcel of Owned Real Property under applicable zoning laws, ordinances and regulations expressly permits the use and occupancy of such parcel and the operation of the Business as currently conducted thereon (and not merely as a prior non-conforming use or similar designation), and permits the Improvements located thereon as currently constructed, used and occupied. There is no condemnation, expropriation or other proceeding in eminent domain, pending or, to the Knowledge of Sellers, threatened, affecting any parcel of Owned Real Property or any portion thereof or interest therein.
(b) Sellers have previously provided or made available to Purchaser a true and correct copy of the Lxxx Road Lease and each of the Farm Leases, each as amended as of the date hereof. Except as set forth on Schedule 4.3(b) hereto, with respect to each of the Lxxx Road Lease and each of the Farm Leases: (i) such lease is valid and enforceable, subject only to bankruptcy, reorganization, receivership and other laws affecting creditors’ rights generally and to general principals of equity, whether invoked in a proceeding in equity or at law; (ii) the transactions contemplated by this Agreement (including the Sublease) do not require the consent of any other party to such lease (other than the Seller Required Approvals), will not result in a breach of or default under such lease, and will not otherwise cause such lease to cease to be so valid and enforceable on terms substantially identical in all material respects following the Closing; (iii) Goodyear’s possession and quie...
Real and Tangible Personal Property. The Partnership has good title to each item of real property and personal property owned or used by it free and clear of all liens, encumbrances, equities, conditional sales contracts, security interests, charges, claims and restrictions, except those of record., which are listed on Schedule 2.9(a) attached hereto.
Real and Tangible Personal Property. Except as set forth on Schedule 4.14(a), MDI or its Subsidiaries has valid title to all properties, interests in properties and assets (real and personal) reflected in the Latest Balance Sheet (except properties, interests in properties and assets sold or otherwise disposed of since the date of the Latest Balance Sheet in the ordinary course of business to Persons other than Affiliates of MDI consistent with past practices), free and clear of all Liens, except the Lien of current taxes not yet due and payable. Schedule 4.14(a) hereof lists each piece of real property owned, leased or utilized by MDI and/or its Subsidiaries, including the location thereof and the use to which it is put by MDI and/or any of its Subsidiaries. Each of the leases under which the real properties of MDI and its Subsidiaries are leased is unmodified and in full force and effect and there are no agreements between Stockholder, MDI or any of their respective Subsidiaries and any third parties claiming an interest in MDI's or its Subsidiaries' interest in the leased property occupied by MDI or its Subsidiaries or otherwise affecting its use and occupancy thereof. Neither MDI nor any of its Subsidiaries is in default under any of such leases and no defaults (whether or not subsequently cured) by MDI or its Subsidiaries have been alleged thereunder. To the best of MDI's and Stockholder's knowledge, each lessor named in any of such leases is not in default thereunder, and no defaults by such lessor have been alleged thereunder and are continuing. Schedule 4.14(a) also sets forth, with respect to each lease (capitalized or otherwise) to which MDI or any of its Subsidiaries is a party which is a Material Agreement: (i) the parties to such lease; (ii) the property covered by such lease; (iii) a schedule of payments payable under such lease (both throughout the term of the lease and at the end of the lease); (iv) whether MDI or any of its Subsidiaries has any rights or obligations to acquire any property which is subject to such lease and he price and terms thereof; (v) the term of such lease; and (vi) any options which MDI or any of its Subsidiaries may have to extend the term of such lease. Set forth on Schedule 4.14(a) is a list of the five largest lessors of equipment (measured by dollar volume) to MDI and its Subsidiaries during the fiscal year ended December 31, 1997, and with respect to each, the name and address and the dollar volume involved.
Real and Tangible Personal Property. 8 4.15 Material Contracts and Commitments.............................. 8 4.16 Insurance....................................................... 10 4.17 Employees, Consultants, Etc..................................... 10 4.18
Real and Tangible Personal Property. (a) The Disclosure Schedule contains an accurate list of all real property leased by the Company. The Company does not own, nor has it ever owned, any real property.
(b) The Disclosure Schedule contains an accurate list of all material items of tangible personal property of every kind or description owned or held by the Company, and leases or licenses or other rights to possession thereof and includes an indication as to which assets are currently owned by business or personal affiliates of the Company. All tangible personal property of the Company is in good operating condition and repair, (i) excepting ordinary wear and tear and equipment that is out of service, and (ii) taking into consideration the current age, use and functionality of such items.
(c) The Company has good and marketable title to, or holds by valid lease or license (which lease or license is in full force and effect and, to the best of the Company's Knowledge, binding upon the parties (and their successors) thereto in accordance with their respective terms), the real and tangible personal property listed on the Disclosure Schedule, free and clear of all Encumbrances.
Real and Tangible Personal Property. (a) Schedule 5.17(a) sets forth a list of all real property (other than fixtures located on any Buyer Leased Real Property) owned by any NAC Company (the “Buyer Owned Real Property”) as of the date of this Agreement. A NAC Company has good, valid and marketable title to all such Buyer Owned Real Property, and except as set forth on Schedule 5.17(a) hereto, all of such Buyer Owned Real Property is held by a NAC Company free and clear of Liens, including any subleases, other than Permitted Liens.
(b) Schedule 5.17(b) sets forth a list of all real property leased, subleased or licensed by or from a NAC Company (the “Buyer Leased Real Property”) as of the date of this Agreement and each lease, sublease or license as of the date of this Agreement relating to the Buyer Leased Real Property to which a NAC Company is a party or by which it is bound (the “Buyer Lease Agreements”), the name of the lessor, licensor, sublessor, master lessor or lessee, the date of the lease, license, sublease and each amendment thereto. Buyer has made available to the Company a true, correct and complete copy of each Buyer Lease Agreement and all amendments or modifications thereto. All Buyer Lease Agreements are valid and effective and enforceable in accordance with their respective terms except as such enforceability may be subject to the Laws of general application relating to bankruptcy, insolvency, reorganization and the relief of debtors and rules of Law governing specific performance, injunctive relief or other equitable remedies. With respect to each Buyer Lease Agreement, there is not any existing material default or event of default (or, to the Knowledge of Buyer, event which with notice or lapse of time, or both, would constitute a material default) by a NAC Company or, to Buyer’s Knowledge, any other party to any Buyer Lease Agreement, in either case, which has not been fully remedied, withdrawn or waived, and no rentals are past due beyond normal grace periods.
(c) The structures, plants, improvements, systems, and fixtures located on each parcel of Buyer Owned Real Property and, to Buyer’s Knowledge, Buyer Leased Real Property comply in all material respects with all Laws, and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Buyer Owned Real Property and, to Buyer’s Knowledge, Buyer Leased Real Property, conforms in all material respects with all covenants or restrictions of record and conforms with all applicable building ...
Real and Tangible Personal Property. (a) Section 2.14(a) of the Disclosure Schedule sets forth an accurate and complete description of each Real Property owned, leased or used by the Company or otherwise necessary for the business of the Company as heretofore conducted. The Company has (i) good and marketable title to and ownership of each of its owned Real Property, and (ii) a right of prior and continuing possession to each other Real Property, whether such right arises by virtue of a lease, easement, license or otherwise, in each case free of any Lien. All of the buildings, fixtures and other improvements constituting a part of the Real Property are in good operating condition and repair. The Company is not in default under any agreements with respect to any of the leased Real Property, and to its knowledge, the other parties to such agreements are not in default of any mortgage, covenant or other agreement relating to the leased Real Property.
(b) Section 2.14(b) of the Disclosure Schedule sets forth an accurate and complete description of each Tangible Personal Property (i) owned by the Company and having estimated fair market value per unit in excess of US$100,000, or (ii) not owned by the Company but in possession of, used, or otherwise necessary for the business of the Company, and having rental payments therefor in excess of US$100,000 per year. The Company has good and marketable title to and ownership of each of its owned Tangible Personal Property, and (ii) a right of prior and continuing possession to each other Tangible Personal Property, whether such right arises by virtue of a lease, license or otherwise, in each case free of any Lien. Each item of Tangible Personal Property is in good operating condition and repair.
Real and Tangible Personal Property. (a) Schedule 2.1(d) lists and describes briefly all of the Business Real Property. Schedule 1.1(c) sets forth a true, correct and complete list, as of the date of this Agreement, of all Contracts pursuant to which Seller occupies or uses such real property. Seller has delivered to Buyer true, correct and complete copies of all such Contracts.
(b) Schedule 2.1(a) sets forth a list, as of the date of this Agreement, of each material item of the Business Tangible Property.
(c) Seller has good and marketable title to, or valid leasehold interest in, all of the Assets, free and clear of any Liens, other than Permitted Liens.
(d) The material items of Business Tangible Property capitalized on the Closing Statement of Assets and Liabilities have been maintained in accordance with Seller's normal practice and are in usable condition for the operation of the Business, ordinary wear and tear and aging excepted.
Real and Tangible Personal Property. 15 Section 4.7 Condition of Property..........................................................................15 Section 4.8 Litigation.....................................................................................15 Section 4.9 Loans..........................................................................................15 Section 4.10 Limitation of Representations and Warranties...................................................16
Real and Tangible Personal Property
