Real Estate Properties Sample Clauses

Real Estate Properties. 3.10.1 The Company does not own any real estate properties. 3.10.2 The Company, in order to conduct the Business, uses (through lease agreements or sim- ilar agreements) certain leased real properties, among which the Stadium, “Centro Sportivo Leone” and the training facilities used by the so-called “prima squadra” (“Leased Real Properties”). 3.10.3 The Leased Real Properties constituted all the real properties used in the Business and are structurally sound, in good operating condition and repair (save for ordinary wear and tear), are adequate for their use in the Business and do not need extraordinary maintenance, repair, and/or other capital expenditures/investments. 3.10.4 The Leased Real Properties are leased on the basis of lease agreements or concessions agreements, as the case may be (“Lease Agreements”), compliant with applicable Laws. All Lease Agreements are and will be, as at the Third Closing Date, valid, binding, in full force and effect and fully enforceable in accordance with their terms. All Lease Agree- ments shall continue unimpaired after the Third Closing Date without (i) the consent of the other party or parties thereto being required (unless such consent has been obtained); and (ii) the payment of any penalty or change of any material terms. 3.10.5 The rights of the Company under all Lease Agreements are and will be owned and pos- sessed free and clear of all Encumbrances. The Company enjoys free and undisturbed possession of the respective Leased Real Properties and such possession has not been challenged by any third parties and/or the relevant counterparties. 3.10.6 The Leased Real Properties are usable and fit-for-use (agibile), have in full force valid energy certifications and fire prevention certifications (or self-certifications, where appli- cable) and all other material Permits required by the applicable Law and by the competent Authority for their use, and comply with all such Permits. 3.10.7 There are no restrictions on the use of the Leased Real Properties in connection with the Business as presently conducted by the Company or any other matter which prevents or impairs the use of the Leased Real Properties for the purpose now used. 3.10.8 No party to a Lease Agreement is in breach or default thereunder and there are no dis- putes advanced, or notices of default, withdrawal or termination. 3.10.9 All payments and other obligations under the agreements relating to the Leased Real Properties have been timely and punctually...

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. Section 3.17 of the Disclosure Schedule lists all the real estate used by the Company including the real properties owned by the Company and those which are leased from Third Parties (“Real Property”) together with (i) a summary of the main conditions of the respective lease agreements, when applicable; (ii) the street address of each parcel of Real Property, and (ii) the date on which each parcel of the Real Property owned by the Company was acquired. There is no material violation of any Law (including any building, planning or zoning law) relating to any of the Real Property. The Company is in peaceful and undisturbed possession of each parcel of the Real Property owned or otherwise used by it, and there are no contractual or legal restrictions that preclude or restrict the ability to use any Real Property for the purposes for which it is currently being used. All existing water, sewer, steam, gas, electricity, telephone, cable, fiber optic cable, Internet access and other utilities required for the use, operation and maintenance of the Real Property are reasonably adequate for the conduct of the business of the Company as it has been and currently is conducted. Each Real Property is occupied under a valid and current certificate of occupancy, or similar permit and is duly registered before the relevant real estate registries. Except for the debts, as listed in Section 3.17(ii) of the Disclosure Schedule, there are no debts with respect to any Real Property, including Imposto Predial Territorial ▇▇▇▇▇▇ — IPTU, Imposto de Transmissão de Bens Imóveis — ITBI, Imposto Territorial Rural — ITR, the foros and laudemiums, and to the applicable condominium obligations and expenses. Since December 31, 2012, the lease agreements with respect to Real Properties used by the Company have not been amended in any way and the corresponding rent amounts have not suffered any increase or adjustment.

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. 88 9.23 Borrowing Base Properties; Additional Subsidiary Guarantors. . . . . . . . . . . . . . . . . . . . 88 Section 10.

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. 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...

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. 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.