Real Estate and Personal Property. (a) Section 3.08(a) of the Disclosure Schedule contains a complete and accurate list of all (i) owned real property and (ii) real property leaseholds or other interests therein leased or subleased or otherwise used or occupied by the Company or Company Subsidiaries, and of all leases, lease guarantees, agreements and documents related thereto, including all amendments, terminations and modifications thereof or waivers thereto (collectively, the “Company Real Property Leases”), as well as the current annual rent and term under each Company Real Property Lease. The Company Real Property Leases are valid, binding and enforceable in accordance with their terms and are in full force and effect. Except as set forth on Section 3.08(a) of the Disclosure Schedule, each of the Company and Company Subsidiaries has good and marketable title in fee simple to the Real Property owned by it and has good and marketable title in all personal property owned by it that is material to its business, in each case free and clear of all Encumbrances, except as disclosed on Section 3.08(a) of the Disclosure Schedule for Encumbrances as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company or Company Subsidiaries.
(b) The buildings, material improvements, installations and facilities included in the Real Property are free of any material physical or mechanical defects with respect to their intended uses, and all building systems (including heating, ventilation, air-conditioning, elevator, other mechanical, electrical, sprinkler, life safety and plumbing systems) are in normal operating condition, ordinary wear and tear excepted. All water, sewer, gas electric, telephone, drainage facilities and all other utilities required by law or by normal operation of the Real Property are paid for and adequate to service the Real Property in its present use and to permit compliance in all material respects with all requirements of law and normal usage of the Real Property as currently used by the Company.
(c) The Company has not received written notice of any existing plan or study by any public authority or by any other person or entity that challenges or otherwise adversely affects the continuation of the use or operation of any Real Property and has no Knowledge of any such plan or study with respect to which it has not received written notice. To the Company’s Knowledge, there is no perso...
Real Estate and Personal Property. Tax Prorations. Real estate taxes and assessments and personal property taxes ("Taxes") shall be prorated at the Closing based upon the last available tax duplicate, which prorations shall thereafter be adjusted directly between Seller and Purchaser based upon the actual amount of taxes for the year in which the Closing occurs, promptly following receipt of the official statement therefor and notice thereof by Purchaser to Seller. The proration agreement set forth herein shall be incorporated into an agreement in form reasonably satisfactory to Purchaser and Seller to be executed and delivered by each at Closing. All Taxes shall be prorated on the accrual basis, Seller being responsible for all Taxes accruing up to the Closing Date regardless of whether such Taxes are then due and payable.
Real Estate and Personal Property. Schedule 3.7 of the Disclosure Letter is a legal description of all real property and a list of all items of personal property which are owned and have a book value in excess of $25,000 net of the reserve for depreciation, and all real property and all material items of personal property which are leased or licensed by the Company or any Subsidiary under leases relating to assets which are material to the operation of the Company or which provide for payments throughout the lease term of more than $75,000. Each of the Company and the Subsidiaries has good and marketable title to all of its property and assets, other than leased or licensed property, including those listed and described in Schedule 3.7 of the Disclosure Letter as owned property and assets, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except for Permitted Liens. Each of the leases, licenses and agreements described in Schedule 3.7 of the Disclosure Letter is in full force and effect and constitutes a legal, valid and binding obligation of the Company and, to the knowledge of the Company, the other respective parties thereto and, there is not under any of such leases, licenses or agreements existing any material default of the Company or any Subsidiary or, to the knowledge of the Company, any other parties thereto. All buildings, machinery and equipment owned or leased by the Company or any of the Subsidiaries are in all material respects in operating condition and reflect a reasonable state of repair, subject only to ordinary wear and tear. Neither the Company nor any Subsidiary has received any notice of a violation of any applicable zoning regulation, ordinance or other law, regulation or requirement relating to its operations and properties, whether owned or leased, which could reasonably be expected to have a Company Material Adverse Effect. Except pursuant to this Agreement, neither Company nor any Subsidiary is a party to any contract or obligation whereby there has been granted to anyone an absolute or contingent right to purchase, obtain or acquire any rights in any material assets, properties or operations which are owned by the Company or which are used in connection with the business of the Company or any Subsidiary.
Real Estate and Personal Property. Seller agrees to sell and Bradco ------------------------------------ agrees to purchase, all upon the terms and subject to the conditions contained in this Agreement: (a) that certain real property in Walden, New York and legally described on Schedule 1.1 to this Agreement and all improvements thereon ------------ (the "Walden Parcel"); (b) that certain real property in Exton, Pennsylvanxx xxx legally described on Schedule 1.2 to this Agreement and all improvements thereon ------------ (the "Exton Parcel") (the Walden Parcel and the Exton Parcel are sometimes hereinafter refexxxx xo jointly as the "Real Estate"), and (c) the equipment and fixtures attached to, located on or used primarily in connection with the Walden Parcel and the Exton Parcel as respectively listed on Scxxxxxx 1.3 to this ------------- Agreement (the "Personal Property" and, together with the Real Estate, the "Subject Property").
Real Estate and Personal Property. Schedule 3.7 of the Disclosure Letter is a complete and correct list and brief description as of the date of this Agreement of all real property and items of personal property which are owned and have a book value in excess of $100,000 net of the reserve for depreciation, and all real property and all material items of personal property which are leased or licensed by the Acquired Company under leases relating to assets which are material to the operation of the Acquired Company or which provide for payments throughout the lease term of more than $25,000. The Acquired Company has good and marketable title to all of its property and assets, other than leased or licensed property, including those listed and described in Schedule 3.7 of the Disclosure Letter as owned property and assets, in each case free and clear of any liens, security interests, claims, charges, options, rights of tenants or other encumbrances, except as disclosed or reserved against in Schedule 3.7 of the Disclosure Letter (to the extent and in the amounts so disclosed or reserved against) and except for liens arising from current taxes not yet due and payable. Each of the leases, licenses and agreements described in Schedule 3.7 of the Disclosure Letter is in full force and effect and constitutes a legal, valid and binding obligation of the Acquired Company and, to the knowledge of the Acquired Company and the Selling Shareholders, the other respective parties thereto and, to the knowledge of the Acquired Company and the Selling Shareholders, is enforceable in accordance with its terms, except as enforceability may be limited by applicable equitable principles or by bankruptcy, insolvency, reorganization, moratorium, or similar laws from time to time in effect affecting the enforcement of creditors' rights generally, and there is not under any of such leases, licenses or agreements existing any default of the Acquired Company or, to the knowledge of the Acquired Company and the Selling Shareholders, any other parties thereto. Neither the Acquired Company nor any Selling Shareholder has received any payment from a lessor or licensee in connection with or as inducement for entering into a lease or license under which it is a lessee or a licensee. All buildings, machinery and equipment owned or leased by the Acquired Company are in good operating condition and reasonable state of repair, subject only to ordinary wear and tear. The Acquired Company has not received any notice of a violation ...
Real Estate and Personal Property. Taxes ---------------------------------------
A. Except as specifically set forth in subsection B below, all Impositions which accrue during the Term of this Agreement (or are properly allocable to such Term under generally accepted accounting principles) shall be paid by Management Company from Gross Revenues, as a Deduction, before any fine, penalty, or interest is added thereto or lien placed upon the Inn or the Agreement, unless payment thereof is stayed; provided, however, that Management Company shall not be responsible for any fine, penalty or interest resulting through no fault of Management Company or caused by Owner. Owner shall within five (5) business days after the receipt of any invoice, xxxx, assessment, notice or other correspondence relating to any Imposition, furnish Management Company with a copy thereof. Management Company shall, within the earlier of thirty (30) days of payment or five (5) business days following written demand by Owner, furnish Owner with copies of official tax bills and assessments which Management Company has received, and evidence of payment or contest thereof. Either Owner or Management Company (in which case each party agrees to sign the required applications and otherwise cooperate with the other party in expediting the matter) may initiate proceedings to contest any Imposition, and all reasonable costs of any negotiations or proceedings with respect to any such contest shall either (i) be paid from Gross Revenues and be a Deduction in determining Operating Profit; or (ii) be considered an Owner Deduction; provided, however that in the event either Owner or Management Company spends in excess of Five Thousand Dollars ($5,000.00) with respect to such contest, such party shall provide written notice to the other party and the other party shall approve or disapprove of such expenditure within ten (10) days following receipt of such notice. Failure of such party to approve or disapprove such expenditure shall be deemed approval. In the event that either party's expenditures in excess of Five Thousand Dollars ($5,000.00) are not approved by the other party such party may nevertheless proceed to spend whatever funds are necessary with respect to such contest; provided, however, that any amounts in excess of Five Thousand Dollars ($5,000.00) (or such higher amount as may have been approved by the other party) shall be at the sole cost of Owner or Management Company, as the case may be, and shall not be considered an Ow...
Real Estate and Personal Property. 2.1 The following described real estate located in Xxxxxx County, Nebraska, (as the same is defined in Neb. Rev.
Real Estate and Personal Property. (a) The real properties owned by the Company or any Subsidiary or demised by the leases listed on Schedule 4.11 constitute all of the real property owned, leased, used or occupied by the Company or any Subsidiary (other than any real property of any Third-Party where any consigned inventory or components of the Company or a Subsidiary thereof is maintained in the Ordinary Course of Business).
(b) The Company or a Subsidiary owns good and marketable title to each parcel of real property identified on Schedule 4.11 as being owned by the Company or a Subsidiary (the "Owned Real Property"), free and clear of all Encumbrances, except for (i) Permitted Encumbrances, (ii) Encumbrances listed on Schedule 4.11 and (iii) other Encumbrances which would not, individually or in the aggregate, have a Material Adverse Effect.
(c) The leases of real property listed on Schedule 4.11 as being leased by the Company or any Subsidiary (the "Leased Real Property" and together with the Owned Real Property, the "Real Property") are in full force and effect, and the Company or a Subsidiary holds a valid and existing leasehold interest under each of the leases for the term listed on Schedule 4.11. To the Company's Knowledge, the Leased Real Property is subject to no ground lease, master lease, mortgage, deed of trust or other Encumbrance or interest that would entitle the holder thereof to interfere with or disturb use or enjoyment of the Leased Real Property or the exercise by the lessee of its rights under such lease so long as the lessee is not in default under such lease.
(d) Each parcel of Real Property has access sufficient for the conduct of the business as conducted or as proposed to be conducted by the Company or any Subsidiary on such parcel of Real Property to public roads and to all utilities, including electricity, sanitary and storm sewer, potable water, natural gas, telephone, fiberoptic, cable television, and other utilities used in the operation of the business at that location. The zoning for each parcel of Owned Real Property and, to the Company's Knowledge each parcel of Leased Real Property, permits the existing improvements and the continuation of the business being conducted thereon as a conforming use. Neither the Company nor any Subsidiary is in material violation of any applicable zoning ordinance or other Law relating to the Real Property, and neither the Company nor any Subsidiary has received any written notice of any violation of any such ordinance of ...
Real Estate and Personal Property. Schedule 3.16 hereto contains a true and complete list (designating the relevant owners, lessors and lessees) of (a) all real property owned, leased or subleased by Advisors and all buildings and other structures located on such real property (including leasehold improvements) , and (b) all vehicles, equipment, furniture, fixtures and other personal property owned, leased, subleased or managed by Advisors which, in the case of clause (b) only, is material to Advisors. The Properties owned, leased or subleased by Advisors are sufficient to conduct its operations as currently conducted, and the foregoing personal properties are in sound operating condition and repair, normal wear and tear excepted. There has not been any material interruption of the operations of Advisors due to inadequate maintenance of any such properties. With respect to the leases under which Advisors leases real property, each such lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the Merger.
Real Estate and Personal Property
