Real Estate Properties. (i) Next Metrology carries out and operates its business in the Property only and it does not own, lease or otherwise use or occupy any other real estate property (and Next Metrology upon Completion will carry out and operate its business in the Property only and will not own, lease or otherwise use or occupy any other real estate property).
(ii) Next Metrology is entitled to use the Property, with no restriction whatsoever, on the basis of the lease agreement whose lessor, amount of the rent, date of execution, expiration date are indicated in Annex 7(ii). Next Metrology has duly and timely fulfilled all obligations arising from such lease agreement. The lessor is not entitled to terminate or withdraw from the lease agreement referred to above as a consequence of the consummation of the Transaction.
Real Estate Properties. (a) Except as set forth on Section 4.15(a) of the Company Disclosure Schedule, neither the Company nor any Subsidiary of the Company, nor any Predecessor owns or has ever owned any interests in real property (including any mineral interests), nor is the Company or any of its Subsidiaries party to any agreement to purchase or sell any interests in real property. Section 4.15(a) of the Company Disclosure Schedule sets forth the address of all real property in which the Company or any Subsidiary of the Company holds a leasehold or subleasehold estate or is otherwise used or occupied by the Company or any Subsidiary of the Company (the “Leased Real Property”, and the leases, subleases, licenses or agreements for the use or occupancy of such Leased Real Property including all amendments and supplements thereto being referred to as the “Leases”). The Company has made available to Parent a true and complete copy of each of the Leases. Each Lease creates a valid leasehold interest in the Leased Real Property to which it applies and is in full force and effect in all respects and the Company or any Subsidiary of the Company is entitled to the benefit of such Lease in accordance with its terms, with such exceptions as are not material and do not interfere with the use of the such premises or rights or obligations of the Company or any Subsidiary of the Company under the Leases or with respect to the Leased Real Property. No breach or default exists under any of the Leases by the Company or any Subsidiary of the Company or to the Company’s Knowledge any other party thereto and, to the Company’s Knowledge, no event has occurred which either entitles, or would, on notice or lapse of time or both, entitle any other party to any Lease to terminate such Lease prior to its scheduled term. Neither the Company nor any Subsidiary of the Company could be required to expend more than $75,000 in causing any Leased Real Property to comply with the surrender conditions set forth in the applicable Lease based on the current condition thereof. The Company and each Subsidiary of the Company has performed all of its obligations under any termination agreements pursuant to which it has terminated any leases of real property that are no longer in effect and has no continuing liability with respect to such terminated real property leases. Neither the Company nor any Subsidiary of the Company is party to any agreement or subject to any claim that may require the payment of any real estate...
Real Estate Properties. (i) Exhibit 4.3.16 (i) contains a complete and accurate list of all related lease agreements to which each one of the Companies is party. All lease agreements are in full force and effect, valid and binding. All rents to be paid up to the Closing Date in relation to each one of the lease agreements have been duly paid. The Companies have complied with any and all obligations and responsibilities related to the real estate properties subject matter of the lease agreements, including payment of Taxes. There are no restrictions to the occupancy or use of the real estate properties leased according to their current purposes; and
(ii) The Companies are not owners of any real estate property.
Real Estate Properties. EXHIBIT 8 hereto is an updated list of all real property owned by FIDEI SCA which are still under a commitment to sell ("promesse de vente" or "compromis de vente") as of today, by FIDEI or the Subsidiaries, on the one hand, and third parties on the other hand. It is agreed by the Parties that the provisions 7.2, 7.3 and 7.4 of the SPA shall continue to apply and produce their effects.
Real Estate Properties. (a) The Company does not own, and has never owned, any real estate property.
(b) The Company is not party to agreements regarding the acquisition, sale or encumbrance of real property or rights equivalent to real property.
(c) Section 3.17(c) of the Seller Disclosure Schedule contains a correct and complete list of any and all lease agreements, usufructuary leases (Pachtverträge), or use agreements regarding immovable property, which the Company has concluded as either landlord/lessor or tenant/lessee, including the agreed leased floor space (Mietfläche), the rent due, the agreed fixed term of the respective tenancy and any renewal options, the nature of the indexation as well as any notices of termination that were already served or announced or are expected as of the Signing Date (the “Lease Agreements”).
(d) All Lease Agreements have been validly concluded and are in compliance with the formal requirements of section 550, 126 BGB. No ancillary agreements have been made with the respective Parties to those contracts. The Company has duly performed its duties under the Lease Agreements. None of the Lease Agreements have been terminated or ended by way of notice of termination or otherwise or have been substantially amended within the last six (6) months before the Signing Date. There are no facts or circumstances that could entitle a contracting party to terminate a Lease Agreement for cause. In particular, none of the Lease Agreements may be terminated by the respective party to the contract based on the conclusion or performance of this Agreement. Insofar as one of the Lease Agreements expires within six (6) months after the Closing Date, there is no indication to the effect that the Company could not obtain a renewal of the contract or could do so only on less favorable terms and conditions.
Real Estate Properties. 15.1 The Company does not own or has ever owned any real estate. The Company does not lease, use or occupy and has never leased, used or occupied any real estate properties.
15.2 All Employees work remotely from their place of residence. Pursuant to occupational health and safety legislation, the home workplace has been set up in accordance with ergonomic principles.
Real Estate Properties. 88 9.23 Borrowing Base Properties; Additional Subsidiary Guarantors. . . . . . . . . . . . . . . . . . . . 88 Section 10.
Real Estate Properties. Provided no Event of Default shall have occurred and be continuing, the Borrower may invest in connection with the acquisition, development and leasing of Real Estate Properties (including, without limitation, interests in Partially-Owned Entities), provided that (a) no more than 25% of the aggregate fair market value of the Obligors' Real Estate Properties and Mortgages held by the Obligors may be leased to or made by, as applicable, the same Person (other than AMC) or its Affiliates, (b) the population density with respect to such Real Estate Property shall not be less than 10,000 people per statistical metropolitan sampling area for each screen located at such Real Estate Property and (c) such investment does not otherwise cause a Default hereunder.
Real Estate Properties. The Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Company and its Subsidiaries will co-operate (and will cause each of their respective management to co-operate) in good-faith with the Parent and the Purchaser and take all commercially reasonable actions necessary or desirable, in connection with the process of transferring, consolidating or confirming title to the Karmin Holdings Properties. The Company and its Subsidiaries shall make available to the Parent and the Purchaser, at their request, all information and documents in their control or possession (or that the Company or its Subsidiaries could obtain from third parties which they have relationship with) related to the Karmin Holdings Properties. The Company and its Subsidiaries shall refrain (and shall cause each of their respective management to refrain) from taking any actions that would reasonably be expected to impair, delay or impede the proper and adequate consolidation of the Karmin Holdings Properties in the Aripuanã Joint Venture. Any and all costs and expenses incurred in connection with the provisions of this Section 4.12 shall be exclusively borne by Parent.
Real Estate Properties. 7.1 EXHIBIT 9 hereto lists all real property owned by FIDEI that are under a commitment to sell ("promesse de vente" or "compromis de vente") as of the Date of Signature, by FIDEI or the Subsidiaries, on the one hand, and third parties on the other hand.
7.2 In the event that any property listed on EXHIBIT 9, other than Sevran lot n 3 which BUYER has agreed to purchase from FIDEI, is not sold in accordance with the contract of sale, BUYER shall have the option to sell such property to SELLER (hereafter the "Put Right") by giving SELLER written notice no later than 90 days after the Date of Completion of its intent to sell such property to SELLER. Upon giving such notice to SELLER, BUYER shall be obligated to sell to SELLER and SELLER shall be obligated to purchase from BUYER any such property at a price equal to the purchase price as set forth on EXHIBIT 9. The closing of the sale of real property pursuant to a Put Right shall take place within 60 days after receipt by SELLER of the notice described above and SELLER shall pay the purchase price by wire transfer in immediately available funds to an account designated by BUYER at least three days prior to the expected closing date.
7.3 Prior to and after the Date of Completion, BUYER hereby agrees not to intervene or interfere in the process of sale of the properties listed on EXHIBIT 9 by FIDEI (or FIDEI SCA or the Subsidiaries, as the case may be) to any third party, provided that the purchase price is at least equal to the purchase price listed on EXHIBIT 9. After the Date of Completion, BUYER will use its good faith efforts to fulfill the obligations of FIDEI SCA under such sale agreements. Any breach of BUYER's commitment shall result in the termination of the Put Right with respect to the real property concerned.
7.4 SELLER hereby agrees that a representative of SELLER selected by Seller shall assist in the sale of the properties listed on EXHIBIT 9 pursuant to the contracts of sale. BUYER shall give SELLER written notice at least five (5) Business Days prior to any meeting with a third party relating to the sale of the properties listed on EXHIBIT 9 and shall permit SELLER's representative to participate fully in any such meetings. Any breach of BUYER's commitment shall result in the termination of the Put Right with respect to the real property concerned.
7.5 EXHIBITS 8A through 8C list real estate property currently under lease contracts ("credit bail") by FIDEI or the Subsidiaries. EXHIBITS 8D 8E a...
