Real Estate; Personal Property. Neither the Company nor any of its Subsidiaries owns any real property. The Company and each of its Subsidiaries owns good and marketable title to, or holds title to, or holds valid and enforceable leases for, the material tangible assets and personal property shown to be owned or leased by it on the Latest Balance Sheet, in each case free and clear of all Liens, except for Permitted Liens.
Real Estate; Personal Property and Other Taxes ----------------------------------------------
A. The cost of all real estate and personal property taxes (including tax, if any, on the lease of personal property payable by or assessed against Landlord or Tenant), levies, assessments and similar charges on or relating to the Hotel (the "Impositions") during the term of this Agreement, including any such amounts required to be paid under ground leases, shall be borne solely by Landlord. The term "Impositions" shall include any fines, penalties, or interest with respect to tax, if any, on the lease of personal property payable by or assessed against Landlord or Tenant. Except as provided below, Tenant shall, on Landlord's behalf and to the extent of the availability of Gross Revenues after payment or accrual for all other Deductions, pay all Impositions from Gross Revenues, before any fine, penalty, or interest is added thereto or lien placed on the Hotel or this Agreement, unless payment thereof is in good faith being contested and enforcement thereof is stayed. Notwithstanding the foregoing, (i) Landlord shall make any necessary filings with respect to any taxes that might be payable by or assessed against Landlord or Tenant pertaining to the lease of personal property and, at Landlord's request, Tenant shall pay any such taxes and any fines, penalties and interest added thereto to the extent of the availability of Gross Revenues after payment of or accrual for all other Deductions, and (ii) Tenant shall not be liable for any fines, penalties, or interest that is added to taxes, if any, payable by or assessed against Landlord or Tenant related to Tenant's lease of personal property from Landlord under this Agreement. Except as provided in Section 5.01, any such payments and accruals for such payments shall be a Deduction in determining Operating Profit. Landlord shall, within five (5) days of receipt, furnish Tenant with copies of any official tax bills and assessments that it may receive for the Hotel. Either Tenant or Landlord may initiate proceedings to contest any Imposition. All reasonable costs of any such contest shall be paid from Gross Revenues and treated as a Deduction and the non-initiating party shall reasonably cooperate with the initiating party.
B. Upon Termination, an escrow fund in an amount reasonably acceptable to Tenant shall be established from Gross Revenues (or, if Gross Revenues are not sufficient, with funds provided by Landlord) to cover all taxes (including any...
Real Estate; Personal Property. (a) The Borrower validly leases, or holds valid easements with respect to, all real estate used by it in connection with its business, including all real estate at which the Call Stations are located. True and accurate copies of all of the Borrower's leases, easements,
(b) To the best knowledge of the Borrower, the Borrower's use of real estate does not violate any building codes, zoning restrictions or other laws or regulations governing land use, or any law or Environmental Requirement.
(c) The Borrower has good title to all of its properties and assets, free and clear of all Liens, except for Liens in favor of the Lender and Liens securing Permitted Indebtedness.
Real Estate; Personal Property. (a) Except as set forth on Schedule 5.13, the Company does not own any real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein). The Shareholders do not own any real property (or any interest therein, including leasehold interests) used by the Company.
Real Estate; Personal Property. Neither the Company nor any of its Subsidiaries owns, in whole or in part, any real property. Schedule 4.15 identifies all of the real estate leases and subleases to which the Company or any of its Subsidiaries is a party on the date hereof (the “Leases”). True and complete copies of the Leases have been provided or made available to the Buyer, together with any amendments, modifications or supplements thereto. Neither the Company nor any of its Subsidiaries has received any written notice from the landlord or lessor under any of the Leases claiming it is in breach in any material respect of its obligations under its respective Leases. Except for assets disposed of in the ordinary course of business consistent with past practice since the date of the latest Audited Balance Sheet, the Company and each of its Subsidiaries owns good and marketable title to, or holds title to, or holds valid and enforceable leases for, any Tangible Property and personal property shown to be owned or leased by it on the Latest Balance Sheet, in each case free and clear of all Liens, except for Permitted Liens.
Real Estate; Personal Property. Scandic does not own any real property. Schedule 5.11(a) (Material Contracts) identifies all of the real estate leases and subleases to which Scandic is a party on the date hereof (the “Leases”). Scandic owns or leases the material tangible assets and personal property shown to be owned or leased by it on the Latest Balance Sheet, in each case free and clear of all Liens, except for Permitted Liens. The properties and assets owned or leased by Scandic constitute all of the properties and assets that are related to or used in connection with its businesses as currently conducted.
Real Estate; Personal Property. The Company does not own, in whole or in part, any real property. Schedule 4.15 identifies all of the real estate leases and subleases to which the Company is a party (the “Leases”). True and complete copies of the Leases have been provided or made available to the Buyer, together with any amendments, modifications or supplements thereto. The Company has not received any written notice from the landlord or lessor under any of the Leases claiming it is in breach of its obligations under its respective Leases. Except for assets disposed of in the ordinary course of business consistent with past practice since the date of the latest Audited Balance Sheet, the Company owns good and marketable title to, or holds title to, or holds valid and enforceable leases (subject to the Enforceability Exceptions) for, any Tangible Property and personal property shown to be owned or leased by it on the Latest Balance Sheet, in each case free and clear of all Liens, except for Permitted Liens.
Real Estate; Personal Property. No member of the Company Group owns any real property. Schedule 2.19 of the Seller Disclosure Schedule identifies all of the real estate leases and subleases to which any member of the Company Group is a party on the date hereof (the “Leases”). True and complete copies of the Leases have been provided or made available to Buyer, together with any amendments, modifications or supplements thereto. No member of the Company Group has received any written notice from the landlord or lessor under any of the Leases claiming that any member of the Company Group is in breach in any material respect of its obligations under its respective Leases. As of the date hereof, each member of the Company Group owns, leases or otherwise has the legal right to use all of the material tangible assets used in the conduct of the businesses of the Company Group as currently conducted.
Real Estate; Personal Property. Neither Company owns or leases any real property. Neither Company owns or leases any personal property, except to the extent set forth on the Most Recent Balance Sheets.
Real Estate; Personal Property. (a) Section 2.14(a) of the Company Disclosure Schedule identifies all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). Except as would not reasonably be expected to impair in any material respect the Company or its Subsidiaries’ use and enjoyment of the Owned Real Property from and after the Closing, (i) the Company or a Subsidiary of the Company, as the case may be, holds good and marketable title to the Owned Real Property, free and clear of all Liens other than Permitted Liens, (ii) neither the Company nor any of its Subsidiaries has, since January 1, 2008, made any title claims, or has outstanding any title claims, under any policy of title insurance respecting any of the Owned Real Property, (iii) no condemnation or eminent domain proceeding against any of the Owned Real Property is pending or, to the Knowledge of the Seller, threatened, (iv) neither the Company nor any of its Affiliates has, since January 1, 2008, received any written notice from any board of fire underwriters (or other body exercising similar functions) or any insurance company which has issued or refused to issue a policy with respect to any Owned Real Property or Leased Premises requesting performance of any structural or other repairs or alterations to any Owned Real Property or Leased Premises, (v) there are no Persons in possession of any portion of any of the Owned Real Property other than the Company or its Subsidiaries and no Persons other than the Company or its Subsidiaries have the right to use or occupy for any purpose any portion of any of the Owned Real Property and (vi) no Person has any options or rights (including rights of first refusal) to purchase or acquire any ownership interest in any Owned Real Property.
(b) Section 2.14(b) of the Company Disclosure Schedule identifies all of the real estate leases, subleases, licenses and other Contracts granting the right to use or occupy real property to which the Company or any of its Subsidiaries is a party (the “Leases”). With respect to each such Lease, (i) there exists no material default or condition, or any state of facts or event which with the passage of time or giving of notice would constitute a material default, in the performance by the Company and its Subsidiaries of their respective obligations under any of the Leases or, to the Knowledge of Seller, by any other party to any of the Leases; (ii) none of the Company or any of its Affiliates has received, since January ...
