Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter: (a) the owner identified on the Disclosure Letter has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto; (b) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof; (c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof; (d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property; (e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein; (f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and (g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required under any of the Real Estate Leases in connection with the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Fauth John J), Merger Agreement (Tsi Inc /Mn/)
Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the owner identified on the Disclosure Letter applicable Group Company has good and marketable indefeasible fee simple title to the parcel of real propertysuch Owned Real Property, free and clear of any security interestall Liens, easementexcept Permitted Liens, covenant, (B) the applicable Group Company has not leased or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;
(b) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating otherwise granted to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties Person the right to use or occupancy of occupy such Owned Real Property or any portion of the parcel of real property;
thereof; (eC) there are no outstanding options options, rights of first offer or rights of first refusal to purchase the parcel of real property, such Owned Real Property or any portion thereof or interest therein;
(f) there are no parties (other than members of the . No Group Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the total annual rental payable under any such lease is $25,000 or less“Leased Real Properties”), no member and sets forth the name of the Company Group leases any real estate other than pursuant to landlord, the leases name of the entity holding such leasehold interest and the location of each Leased Real Property.
(the "Real Estate Leases"c) listed in the Disclosure Letter. True True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Estate Leases Properties (individually, a “Lease” and collectively, the “Leases”) have been provided to or made available to Purchaser Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for review. In such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the case other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of each Real Estate general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, the member of the Company Group party to said Real Estate Leaseand, and to the knowledge Knowledge of the Company, the other party thereto, to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the Real Estate Lease. Except as set forth delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the Disclosure Letter, no consent is extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Estate Leases in connection Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with the transactions contemplated by this Agreementrespect to such Lease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leo Holdings Corp. II), Merger Agreement (Leo Holdings III Corp.)
Real Estate. Except as listed (a) The Company owns interests in real estate identified in Schedule 2.3.24 of the Disclosure Letter, no member of Schedules (the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996"Owned Premises"). In the case of With respect to each such parcel of owned real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letterproperty:
(ai) the owner identified on the Disclosure Letter Company has good and marketable title to the parcel of real property, free and clear of any security interestEncumbrance, easement, covenant, covenant or other restriction restriction, except for installments of special assessments not yet delinquentPermitted Liens, recorded Encumbrances, easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions of record which do not affect materially and adversely the current use use, occupancy or occupancy marketability of title, of the property subject thereto;
(bii) there are no pendingpending or, or to the knowledge of the CompanyPrincipal Stockholder, threatened condemnation condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to any such parcel the property which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(diii) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion except as set forth in Schedule 2.3.24 of the parcel of real property;
(e) Disclosure Schedules, there are no outstanding written or, to the knowledge of the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;, which have been granted to any other person; and
(fiv) to the knowledge of the Principal Stockholder, there are no parties (other than members of the Company GroupCompany) in possession of the or holding any rights to take possession of any parcel of real propertyproperty set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Letter, which tenants Schedules who are in possession of the space to which they are entitled; andentitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto.
(gb) the The Company will make available to a representative leases or subleases interests in real estate identified in Schedule 2.3.24 of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases Disclosure Schedules (the "Real Estate LeasesLeased Premises") listed in ; and, together with the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate LeaseOwned Premises, the member "Real Estate"). With respect to each such parcel of the Company Group party to said Real Estate Leaseleased or subleased real property, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except except as set forth in Schedule 2.3.24 of the Disclosure LetterSchedules, the Company is the lessee of each of the Leased Premises, and no consent is required under party other than the Company has any right to possession, occupancy or use of any of the Real Estate Leases Leased Premises. A copy of each lease relating to the Leased Premises has been made available to RCGI and 399 Venture, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in connection with the transactions contemplated by this Agreementrespect thereof.
Appears in 2 contracts
Samples: Exchange Agreement (Royster-Clark Nitrogen Realty LLC), Exchange Agreement (Royster-Clark Nitrogen Realty LLC)
Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) Schedule 3.13(a) sets forth a list of all the owner identified on Owned Real Property. With respect to the Disclosure Letter Owned Real Property, (i) the Company has good and marketable title in fee simple to the parcel of real propertyOwned Real Property, free and clear of any security interestall Encumbrances except (A) as disclosed in Schedule 3.13(a) and (B) Permitted Encumbrances, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;
(b) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(eii) there are no outstanding options or rights of first refusal in favor of any other party to purchase the parcel of real property, Owned Real Property or any portion thereof or interest therein;
, (fiii) there are no parties (leases, subleases, licenses, options, rights, concessions or other than members agreements, affecting any portion of the Company GroupOwned Real Property, (iv) in possession all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the parcel of real propertyOwned Real Property are adequate in all material respects for the use, other than tenants under any leases disclosed in the Disclosure Letteroccupancy, which tenants are in possession of the space to which they are entitled; and
operation and maintenance thereof, as currently conducted or currently exists, and (gv) the Company will make has all rights of access necessary for ingress to and egress from the Owned Real Property from or to public streets.
(b) Schedule 3.13(b) sets forth a list of all Leased Real Property. The Seller has made available to a representative the Purchaser true and complete copies of all leases and subleases relating to the Leased Real Property. With respect to the Leased Real Property, (i) the Company has good and valid leasehold estates in the Leased Real Property, free and clear of all Encumbrances except Permitted Encumbrances, (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Purchaser a copy Leased Real Property are adequate for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists, and (iii) the Company has all rights of access necessary for ingress to and egress from the Leased Real Property. Except as set forth on Schedule 3.13(b), (A) each material survey such lease or material title insurance policy that are sublease is legal, valid, binding and enforceable and in full force and effect and (B) the possession consummation of the Company transactions contemplated by this Agreement will not cause a material breach or a Subsidiary for each parcel of real property owned by the Company or require any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a third party where the total annual rental payable consent under any such lease is $25,000 or lesssublease.
(c) Except as set forth on Schedule 3.13(c), no member of (i) neither the Seller nor the Company Group leases has, since January 1, 1992, received written notice of any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Leasepending or, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company and the Seller, threatened condemnation or eminent domain proceedings or their local equivalent with respect to the Owned Real Property or the Leased Real Property, (ii) the Owned Real Property, the use and occupancy thereof by the Company, and the conduct of the Business thereon and therein do not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other party theretoland use or similar laws the violation of which would adversely affect the use, is not in default under value or occupancy of any such property or the Real Estate Lease. Except as set forth conduct of the Business thereon, (iii) neither the Seller nor the Company has, since January 1, 1992, received written notice of a material violation of the restrictions or Laws described in the Disclosure Letterforegoing clause (ii), no consent is required under and (iv) none of the structures or improvements on any of the Owned Real Estate Leases in connection Property encroaches upon real property of another Person, and no structure or improvement of another Person encroaches upon any of the Owned Real Property or Leased Real Property, which would materially interfere with the transactions contemplated by this Agreementuse thereof in the ordinary course of business.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good and marketable title to the parcel of OWNED REAL PROPERTY INTERESTS. Target does not own any land, or interests in real property, free and clear of any security interest, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded including easements, covenants rights of way and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;options.
(b) there are no pendingLEASED REAL PROPERTY INTERESTS. SCHEDULE 2.21(B) of the Sellers' Disclosure Schedule lists (i) by legal description reasonably acceptable to Buyer all material real property and interests in real property, including easements, rights of way and options leased by Target from or to a third person (the "LEASED REAL PROPERTY INTERESTS" and any other interest in real estate omitted from SCHEDULE 2.21(B) of the Sellers' Disclosure Schedule shall be defined as the "REAL PROPERTY INTERESTS"); (ii) each lease, sublease, assignment, surface, wheelage and other agreement, instrument and consent pursuant to which Target leases, occupies or uses the Leased Real Property Interests, or has subleased or otherwise granted to others any interests therein, copies of which have been previously provided to Buyer (collectively, the "REALTY LEASES"); and (iii) the identity of each lessor, lessee, consenting party, guarantor, if applicable, and any other party to any of the Realty Leases. Except for the Permitted Liens, each of the Realty Leases is valid and binding without further sublease or assignment and in full force and effect as to Target and, to the best knowledge of the CompanySellers, threatened condemnation proceedings, lawsuits or administrative actions relating as to any such parcel which materially and adversely affect the current useother party. There is no material default by Target or, occupancy or value thereof;
(c) to the best knowledge of the CompanySellers, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequatelyby any other party, the buildings and improvements are located within the boundary lines under any of the described parcels of land and are not in violation of applicable setback requirementsRealty Leases, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leasesand, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the best knowledge of the CompanySellers, there is no event which, with notice or the passage of time or both, would constitute such material default by Target or, to the best knowledge of the Sellers, by any other party thereto, is not in default under any of the Real Estate LeaseRealty Leases. Except as set forth in on SCHEDULE 2.21(B) of the Sellers' Disclosure LetterSchedule, upon consummation of the transactions contemplated under this Agreement, Target will remain entitled to the full economic, legal and other benefits under the Realty Leases on their present terms, and no consent is required under party has any right to cancel, terminate or modify any of the Real Estate Realty Leases in connection with by reason of the transactions contemplated by under this Agreement.
Appears in 1 contract
Real Estate. Except as listed in Section 3.12 of the Disclosure Letter, no member Schedule sets forth (i) the address and legal description of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of all real property owned by the Company or any SubsidiarySubsidiary and all buildings and other structures located on such real property; (ii) all leases, except as listed subleases or other agreements, including all amendments and other modifications, under which the Company or a Subsidiary is lessor or lessee of any real property (the "Leases"); (iii) all options held by the Company or a Subsidiary to purchase or acquire any interest in real property; and (iv) all options granted by the Disclosure Letter:
(a) Company or a Subsidiary to sell or dispose of any interest in real property. The Company or a Subsidiary is the owner identified of record, lessee under the Leases or holder of the options, as the case may be, of each of the items set forth on the Disclosure Letter Schedule free and clear of all Liens, defects, claims, rights of possession or other encumbrances (except Permitted Liens), and the Company or a Subsidiary, as applicable, has good and marketable title in and to all owned real property set forth on the Disclosure Schedule subject to no Liens except Permitted Liens and Liens in favor of the Banks pursuant to the parcel of real property, free Credit Agreement. Such Leases and clear other agreements are in full force and effect and the Company and the Subsidiaries have not received notice of any security interestdefault thereunder, easementnor of any condition which would become a default with the giving of notice, covenantthe passage of time, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy both. Except as described on Section 3.12 of the property subject thereto;
(b) there are Disclosure Schedule, no pendingconsent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. There is no pending or, to the knowledge Knowledge of the Sellers or the Company, any threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of proceeding affecting any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned or leased by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required under any of the Real Estate Leases in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Stock Purchase Agreement (Precision Engine Products Corp)
Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, (a) Schedule 4.9(a) attached hereto lists and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of describes briefly all real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
Company. With respect to each such parcel of owned real property: (ai) the owner identified on the Disclosure Letter Company has good and marketable title to the parcel of real property, free and clear of any security interestLien, easement, covenant, or other restriction restriction, except for installments of special assessments not yet delinquent, delinquent and recorded easements, covenants covenants, and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely impair the current use use, occupancy, or occupancy value, or the marketability of title, of the property subject thereto;
, except as disclosed on Schedule 4.9(a); (bii) there are no pendingpending or, or to the knowledge Knowledge of the CompanyParent, threatened condemnation proceedings, lawsuits lawsuits, or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
property; (ciii) to the knowledge Knowledge of the Company, Parent the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately; and (iv) except as disclosed on Schedule 4.9(a), the buildings and improvements thereon are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and building laws, and ordinances where such violation the effect of which would materially have a Material Adverse Effect, and adversely affect do not encroach on any easement which may burden the current land; and (v) to the Knowledge of Parent, the land does not serve any adjoining property for any purpose inconsistent with the use or occupancy thereof;of the land.
(db) Schedule 4.9(b) lists and describes all real property leased or subleased to the Company. With respect to each such lease and sublease: (i) correct and complete copies thereof have been delivered to the Buyer; (ii) to the Knowledge of Parent, the lease or sublease is legal, valid binding, enforceable, and in full force and effect and will continue to be so on identical terms immediately following the consummation of the transactions contemplated hereby; and (iii) to the Knowledge of Parent, no party to the lease or sublease is in breach or default thereunder. The Company has good and marketable leasehold interests in, and enjoys peaceful and quiet possession of, all of the real property described in each lease and sublease set forth on Schedule 4.9(b) there are no leasesdisputes thereunder, subleasesand, to the Knowledge of Parent, there have been no threatened cancellations thereof. All necessary government approvals with respect to such leased property have been obtained, all necessary filings or other agreements granting registrations therefore have been made, and there have been, to any party or parties the right to use or occupancy Knowledge of any portion of the parcel of real property;
(e) Parent, no threatened cancellations thereof and there are no outstanding options disputes thereunder. The Company has performed all obligations required to be performed by it under such leases and all of such leased or rights of first refusal to purchase the parcel of subleased real property, where the failure to do so would have a Material Adverse Effect and all equipment and fixtures on or any portion thereof serving such leased or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of subleased real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or lessgood operating condition and repair, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True ordinary wear and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required under any of the Real Estate Leases in connection with the transactions contemplated by this Agreementtear excepted.
Appears in 1 contract
Samples: Stock Purchase Agreement (Perma Fix Environmental Services Inc)
Real Estate. Except Owned Real Estate and Leased Real Estate shall collectively be referred to herein as listed in “Real Estate” with respect to the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure LetterReal Estate:
(a) Schedule 3.17(a) contains a description segregated by the owner identified on Company, Subsidiary, and Affiliate for each parcel of Owned Real Estate and a listing and description (including the Disclosure Letter has good parties, term, expiration date(s), address, and marketable title the general use description of the leased premises) of each written or oral lease regarding Leased Real Estate (the leases of Leased Real Estate described in Schedule 3.17(a) are collectively, the “Leases”);
(b) Except as set forth in Schedule 3.17(b) hereto, there are no deferred property Taxes or assessments with respect to the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby;
(c) The Affiliate is the sole owner in fee simple title of each parcel of real property, Owned Real Estate and each such parcel is free and clear of any security interestand all Encumbrances, easementexcept (A) those parcels of Owned Real Estate with encumbrances as set forth in Schedule 3.17(d), covenantand (B) (i) those encumbrances set forth in Schedule 3.17(c) hereto, including (ii) municipal zoning ordinances, recorded or other restriction except platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general Real Estate Taxes and installments of special assessments not yet delinquentpayable in the year of Closing, recorded easementsand (iv) licenses, covenants easements or reservations of, or rights of others for, water lines, sewers, electric lines, telephone lines, and other restrictionssimilar public utility purposes, or zoning or other restrictions on the use of real property (collectively the “Permitted Encumbrances”). The Permitted Encumbrances and utility easements, building restrictions, zoning restrictions and other easements and restrictions which those Encumbrances set forth in Schedule 3.17(d) hereto do not affect individually or in the aggregate materially and adversely impair or prohibit the current use or occupancy operation of the property subject theretoOwned Real Estate by the Company or Subsidiary. The Affiliate will sell, transfer, and convey said Owned Real Estate to the Purchaser, or its nominee, pursuant to the terms of a separate Real Estate Purchase Agreement;
(bd) Except for the Permitted Encumbrances and those Encumbrances set forth in Schedule 3.17(d) hereto, there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel Encumbrances which materially and adversely affect the current use, use or occupancy of all or value thereofany part of any parcel of Owned Real Estate or any easements;
(ce) to Except as set forth in Schedule 3.17(e) hereto, the knowledge improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequatelySubsidiary or Affiliate, the buildings and improvements are located wholly within the boundary lines of the described such parcels of land Real Estate and are such improvements and the present uses thereof by the Company, Subsidiary or Affiliate, as applicable, do not in violation infringe upon the rights of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereofany other Person;
(df) there are Except as set forth in Schedule 3.17(f) hereto, no leasesbuildings, subleasesfences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements;
(g) Except as set forth in Schedule 3.17(g), the Company, Subsidiary and Affiliate, as applicable, have all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements granting and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by the Company, Subsidiary and Affiliate;
(h) Neither the Company, Subsidiary nor Affiliate are in default in the performance of any material obligation under the Leases or easements, and, to the Seller’s Knowledge, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and neither the Company, Subsidiary or Affiliate have assigned their rights under the Leases or easements;
(i) Except as set forth in Schedule 3.17(i) neither the Company, Subsidiary or Affiliate have leased or granted to any party other Person or parties entity the right to use or occupancy of occupy all or any portion of the parcel of real property;
(e) there are no outstanding options Owned Real Estate, and the Owned Real Estate is not subject to an option or rights of first refusal right to purchase the parcel in favor of real property, any Person or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitledentity; and
(gj) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure LetterSchedule 3.17(j), no consent is required under any each of the parcels of Owned Real Estate Leases in connection constitutes a separate tax parcel, and is not taxed with the transactions contemplated by this Agreementany other real property.
Appears in 1 contract
Real Estate. Except as listed in the The Disclosure Letter, no member Schedule includes a complete list of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of ----------- all real property owned by the Company or any Subsidiary(collectively, except the "Owned Real Property"), and all real property leased by the Company (the "Leased Real Property"), which Leased Real Property currently includes the Related Real Estate described in Paragraph 2.1(f), above. Except as listed in the Disclosure Letter:
(a) the owner identified set forth on the Disclosure Letter has Schedule, to the knowledge of the Sellers, the Company will at the Closing have (upon completion of the Real Estate Transfer or otherwise) good and marketable title to the parcel of real propertyOwned Real Property and the Related Real Estate (collectively, the "Real Property") free and clear of all mortgages, liens, claims, charges, easements, covenants, rights-of-way and other encumbrances or restrictions of any security interestnature whatsoever, easementexcept the following encumbrances or restrictions whether or not disclosed on the Disclosure Schedule:
(i) zoning, covenantmunicipal and other similar restrictions;
(ii) easements, covenants, rights-of-way or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;
(b) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereofuse of the property to which they relate;
(ciii) mechanics', carriers', workmen, repairmen or other like liens arising or incurred in the ordinary course of business;
(iv) liens for taxes, assessments and other governmental charges which are not due yet and payable or which may thereafter be paid without penalty;
(v) other imperfections of title or encumbrances, if any, which do not materially detract from the usefulness or value of the property subject thereto or individually or in the aggregate adversely affect, in any material way, the present operation of the Company's business; and (vi) the exceptions shown in the title commitments attached to the Disclosure Schedule (all such exceptions set forth in clauses (i) - (vi) being referred to collectively as "Permitted Liens"). To the knowledge of the CompanySellers, the legal description except for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines Company's leases of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Related Real Estate Leases") listed in the Disclosure Letter. True and complete copies which will be terminated upon completion of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate LeaseTransfer, the member leases for the Leased Real Property are valid and enforceable in accordance with their terms. The Sellers have not received notice of any default from the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required landlord under any of the leases for the Leased Real Estate Leases in connection with the transactions contemplated by this AgreementProperty.
Appears in 1 contract
Samples: Stock Purchase Agreement (Central Garden & Pet Company)
Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) Sections 4.13(a)(i) and 4.13(a)(ii) of the Disclosure Schedule contain true, correct and complete list of (i) Owned Real Property, including the name of the owner identified of record thereof, an accurate street address and tax parcel identification number for all tracts, and a brief description of the use of such Owned Real Estate and (ii) all Leased Real Property, including, without limitation, an accurate street address, a brief description of the use of such Real Property and an accurate description (by location, name of (sub)lessor, name of (sub)lessee, date of lease and term expiry date) of Real Property Lease. Except as set forth on Section 4.13(a) of the Disclosure Letter Schedule, none of the Sellers owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Real Property. Except as set forth on Section 4.13(a) of the Disclosure Schedule each of the Sellers has good and marketable at Closing will transfer to Buyer good, indefeasible and transferable title to to, or valid leasehold interest in, its estates in the parcel of real propertyReal Property, free and clear of any security interest, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;
(b) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (Liens other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate LeasePermitted Liens. Except as set forth in on Section 4.13(a) of the Disclosure LetterSchedule, Sellers enjoy peaceful and undisturbed possession under all Real Property Leases that are Assumed Agreements.
(b) To the knowledge of Sellers, except as set forth on Section 4.13(a) of the Disclosure Schedule, all material components of all improvements included within any Real Estate, including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein (collectively, the “Improvements”), are in good operating condition and repair, subject only to ordinary wear and tear of same, and are adequate to conduct the Business as currently conducted. Each of the premises on each parcel of Real Property has access to sufficient quantities of water, sewer, gas, steam, electric, telephone, drainage and other utilities required to conduct the Business as presently conducted. None of the Sellers has received any written notice of any termination or material impairment of any such utilities and, to the knowledge of Sellers, no consent such termination or material impairment will occur prior to, on or after the Closing Date.
(c) Except as set forth on Section 4.13(c) of the Disclosure Schedule all material Permits and third party consents and approvals required to have been issued to any of the Sellers to enable any Real Property to be lawfully occupied and used for all of the purposes for which such Real Property is required under currently occupied and used, have been lawfully issued and are in full force and effect. Except as set forth on Section 4.13(c) of the Disclosure Schedule, none of the Sellers has received any notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof or any proposed termination or impairment of any parking at any of the Real Estate Leases Property or of any sale or other disposition of any of the Real Property or any part thereof in connection lieu of condemnation and, to the knowledge of Sellers, no condemnation, termination or impairment will occur prior to, on or after the Closing Date.
(d) Except as set forth on Section 4.13(d) of the Disclosure Schedule:
(i) none of the Real Property, Improvements, or other facilities or fixtures related thereto or the current use thereof, (A) contravenes, violates or fails to conform in any material respect with applicable Laws or restrictive covenants, including, without limitation, regulations under the Americans with Disabilities Act or otherwise relating to the disabled or (B) encroaches upon the real property or any right-of-way or easement of others, nor is any such Real Property encroached upon by structures of others in any case in any material manner;
(ii) no material charges or violations have been filed, served, made or, to the knowledge of Sellers, threatened against Sellers or any other Person relating to the Real Property or the Improvements or any of the operations conducted at any Real Property;
(iii) except pursuant to the Real Property Leases, at the Closing there will exist no restriction on the use, transfer or mortgaging of any Real Property;
(iv) there are no developments affecting any of the Real Property or interests of Sellers or therein pending or threatened that might reasonably be expected to curtail or interfere in any material respect with the transactions contemplated by this Agreementuse of any such Real Property for the purposes for which it is now used and, to the knowledge of Sellers, no such developments will arise prior to, on or after the Closing Date.
(e) None of the Sellers has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Real Property, except for assignments, transfers, conveyances, mortgages, deeds of trust or other encumbrances that will be released or terminated at Closing.
(f) True, complete and accurate copies of (i) all deeds, leases, existing title insurance policies and surveys of or pertaining to the Real Property and (ii) all instruments, agreements and other documents evidencing, creating or constituting any Liens or other encumbrances affecting the Real Property have been made available to Buyer.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, (a) There are no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel parcels of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;its Subsidiaries.
(b) there are no pending, or to the knowledge Section 3.27(b) of the CompanyDisclosure Schedule sets forth all leases, threatened condemnation proceedingssubleases and other occupancy agreements, lawsuits including all amendments, extensions and other modifications (the "LEASES") for real property (the "LEASED REAL PROPERTY") to which the Company or administrative actions relating any Subsidiary of the Company is a party. The Company or its applicable Subsidiary has a good and valid leasehold interest in and to all of the Leased Real Property, subject to no Liens except as described in such Schedule. Each Lease is in full force and effect and is enforceable in accordance with its terms. Except as disclosed in Section 3.27(b) of the Disclosure Schedule, there exists no default or condition which, with the giving of notice, the passage of time or both, could become a default under any such parcel which materially Lease. The Company has previously made available to Buyer true, complete, and adversely affect correct copies of all the current useLeases. Except as described in Section 3.27(b) of the Disclosure Schedule no consent, occupancy waiver, approval or value thereof;authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby.
(c) to the knowledge The Leased Real Property constitutes all of the Companyreal property owned, leased, occupied or otherwise used in connection with the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines business of the described parcels of land Company and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(dits Subsidiaries. Except as disclosed on Section 3.27(c) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase Disclosure Schedule, other than the parcel of real propertyCompany and its Subsidiaries, or any portion thereof or interest therein;
(f) there are no parties (other than members in possession or parties having any current or future right to occupy any of the Leased Real Property. The Leased Real Property is in good condition and repair and is sufficient and appropriate for the conduct of the business of the Company Group) in possession and its Subsidiaries. To the Company's knowledge, the Leased Real Property and all plants, buildings and improvements located thereon conform to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the current occupancy and use of the parcel of real propertyLeased Real Property by the Company and its Subsidiaries have been obtained, other than tenants under any leases disclosed are in full force and effect and have not been violated, except for violations that, individually or in the Disclosure Letteraggregate, which tenants are in possession of would not have a Material Adverse Effect on the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned Company. There exists no violation by the Company or any Subsidiary. Except for leases to which of its Subsidiaries of any ESC Foreign Subsidiary is a party where the total annual rental payable under covenant, condition, restriction, easement, agreement or order affecting any such lease is $25,000 or less, no member portion of the Company Group leases any real estate other than pursuant to the leases (the "Leased Real Estate Leases") listed Property except for violations that, individually or in the Disclosure Letteraggregate, would not have a Material Adverse Effect on the Company. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to To the knowledge of the CompanyCompany and its Subsidiaries, there is no pending or threatened condemnation proceeding affecting any portion of the other party thereto, is not in default under the Leased Real Estate LeaseProperty. Except as set forth in disclosed on Section 3.27(b) of the Disclosure LetterSchedule, no consent is required under neither the Company nor any Subsidiary of the Real Estate Leases in connection with the transactions contemplated by this AgreementCompany is obligated to purchase or lease any real property.
Appears in 1 contract
Samples: Merger Agreement (Aon Corp)
Real Estate. Except as listed (a) The real property described in the Disclosure LetterPost Closing Leases (which is described in Exhibit K), no member the DFW Ground Lease and the real estate leases comprising part of the Company Group owns any Assumed Contracts (the real estate, and no member estate leases comprising part of the Company Group has owned any real estate since March 31Assumed Contracts and the DFW Ground Lease are herein collectively called the “Real Estate Leases”) reflect or describe, 1996. In collectively, all of the case of each parcel parcels of real property constituting the real property owned or otherwise used by the Company or any Subsidiary, except as listed Sellers in the Disclosure Letter:operation of the Dealerships (collectively, the “Real Estate”).
(ab) The Sellers are not party to any leases, subleases, licenses or similar agreements which are for the owner identified on the Disclosure Letter has good and marketable title to the parcel of real property, free and clear of any security interest, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of real estate owned by a third party other than the Real Estate Leases. The Sellers have not leased, subleased, or, except pursuant to easements and other matters filed for record in the real property subject thereto;records, otherwise granted to any Person, other than the Sellers’ Affiliates, the right to use or occupy the Real Estate or any portion thereof.
(bc) With respect to the Real Estate: (i) there are no pendingpending or, to Seller’s Knowledge or to the knowledge Knowledge of any of the CompanyReal Estate Owners, threatened condemnation proceedings, lawsuits or administrative actions and (ii) except for the Assumed Contracts, the Construction Documents, the DFW Ground Lease and other agreements filed for record in the real property records, there are no Contracts relating to service, management or similar matters which affect any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation that would materially and adversely affect the current use or occupancy thereof;be binding on Purchaser following Closing.
(d) there are no leasesEach Real Estate Owner owns fee simple title to its applicable parcel of Real Estate that is the subject of a Post Closing Lease, subleaseswhich at the time of Closing will be free and clear of all restrictions, or other agreements granting to any party or parties liens, encumbrances, easements, exceptions, Uniform Commercial Code financing statements and security interests of every kind and character, except for the right to use or occupancy of any portion Existing Encumbrances (which Existing Encumbrances include the liens and security interests described in each SNDA, as applicable) and, in the case of the parcel Short Term Leases, all matters of real property;record affecting title thereto.
(e) there are No Seller or Real Estate Owner has Knowledge of any proceedings, or any proposed or threatened proceedings, to change such zoning classification or land use plan or the conditions applicable thereto, and shall not itself apply for or acquiesce in any such change. No Seller or Real Estate Owner has Knowledge or any violation of any requirement or condition to such zoning classification or land use plan which is applicable to all or any portion of any Real Estate owned by it.
(f) Except for leases that will be terminated as of Closing and except for the DFW Ground Lease, no outstanding options Seller or Real Estate Owner has Knowledge of any unrecorded leases, options, or rights of first refusal affecting title to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property Real Estate owned by the Company or any Subsidiaryrespective party. Except for leases to which that will be terminated as of Closing, the DFW Ground Lease, and leases that constitute Existing Encumbrances, there are no other written or oral leases affecting any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Leaseowned by it. Except as set forth in the Disclosure LetterExisting Encumbrances, no consent Seller or Real Estate Owner has Knowledge of rights of occupancy relating to the Real Estate owned by it, or that any Person has any right of possession or occupancy in any part of the Real Estate owned by it.
(g) There is required under no surface drilling conducted on any of the Real Estate Leases owned by a Real Estate Owner.
(h) No Seller or Real Estate Owner has received any notices from any insurance company of any defects or any inadequacies in connection the Real Estate owned by such party or any part thereof that have not been remedied and which would adversely affect the insurability of the Real Estate owned by such party or asserting that any of the Real Estate owned by such party is not is in compliance with the transactions contemplated requirements of all insurance carriers currently providing insurance coverage for the Real Estate and such improvements owned by this Agreementsuch party.
(i) Except as set forth in the Existing Encumbrances, no Seller or Real Estate Owner has Knowledge of any commitments or side agreements existing with any governmental authority, utility company, school board, church or other religious body, or any homeowners or homeowners’ association, or with any other organization, group, party, or individual, relating to the Real Estate owned by such party which would impose an obligation upon the owner of such Real Estate, or its successors or assigns, to make any contribution or dedication of money or land or to construct, install or maintain any improvements of as public or private nature on or off such Real Estate.
(j) To the Knowledge of Sellers and Real Estate Owners, the DFW Ground Lease and each Construction Document (i) is a legal, valid and binding obligation of PPJ Land LLC and, as applicable, such Real Estate Owner and the other parties thereto, (ii) is in full force and effect in accordance with its terms. To the Knowledge of the Real Estate Owners, (1) no Real Estate Owner that is party to, nor any other party to, any Construction Document, nor PPJ Land LLC with respect to the DFW Ground Lease, is in material breach of or material default under, or has provided or received any written notice alleging any breach of or default under the DFW Ground Lease or any Construction Document, as applicable, (2) with regard to the assignment thereof to Purchaser, except for the consent of the landlord under the DFW Ground Lease and the counterparties to the Construction Documents, neither the assignment of the DFW Ground Lease nor any Construction Document requires any consent or approval from any other Person, and (3) no event has occurred (with or without notice, the lapse of time or both) would constitute a breach thereof by any Real Estate Owner or any counterparty thereto. None of the counterparties to the DFW Ground Lease or any Construction Document has notified any Real Estate Owner in writing that it intends to terminate, cancel or not renew any such Contract.
Appears in 1 contract
Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Real Estate. Except (a) The Company does not have any interest in real property other than as listed in the Disclosure Letter, no member a lessee of the Company Group owns any real estate, property demised under the Real Property Leases (as hereinafter defined) and no member of the Company Group has never owned any real estate since March 31property.
(b) The leasehold estates listed on Schedule 3.7(b) are all of the leasehold estates under which the Company is a lessee, 1996. In the case sublessee or sublessor of each parcel of any real property owned by or interest therein (collectively, the "Real Property Leases") (the premises demised under the Real Property Leases are, collectively, referred to herein as the "Real Property"). No proceeding is pending or, to the best knowledge of the Company, threatened, for the taking or condemnation of all or any portion of the Real Property. Except as disclosed on Schedule 3.7, the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good and marketable holds valid title to the parcel of real property, leasehold estates and the Real Property Leases free and clear of any encroachment, sublease, right of occupancy or use of any third party, mortgage, pledge, lien, security interest, easementencumbrance, claim, charge, covenant, conditional limitation or other restriction of any kind, except for installments for: (i) real property taxes, if any, affecting the properties of special assessments which the premises demised under the Real Property Leases form a part, not yet delinquentdue and payable or for which adequate provision has been made; (ii) landlord's liens, recorded encumbrances, and other restrictions set forth in the Real Property Leases or related documents or imposed by applicable law; (iii) easements, covenants rights-of-way, restrictions, minor defects or irregularities in title, and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do encumbrances not affect materially and adversely interfering in any material respect with the current use or occupancy ordinary conduct of the property subject thereto;business of the Company. Except as set forth on Schedule 3.7(b), there is no brokerage commission or finder's fee due from the Company and unpaid with regard to any of the Real Property Leases, or which will become due any time in the future with regard to any Real Property Lease.
(bc) there are no pendingExcept as set forth on Schedule 3.7(c), or to the knowledge of the Company, threatened condemnation proceedingsthere are no: (i) unrecorded agreements; (ii) rights of occupancy; or (iii) mortgages, lawsuits or administrative actions relating to any such parcel pledges, liens, security interests, encumbrances, claims, charges which materially encumber any of the properties demised under any of the Real Property Leases.
(d) Except as set forth on Schedule 3.7(d), there are no easements, rights of way or licenses necessary for the operations of the properties demised under the Real Property Leases which are not in full force and adversely affect effect.
(e) Except as set forth on Schedule 3.7(e), the premises demised under the Real Property Leases and the building systems such as heating, plumbing, ventilation, air conditioning and electric used in the operation of the Real Property are adequate in all material respects for the current useoperations of the Company, occupancy and the Real Property and such building systems now being used by the Company in its business and operations, whether leased or value thereof;
owned, are in working order, repair and operating condition (c) normal wear and tear excepted), and are, to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to without any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;material structural defects.
(f) there are no parties (other than members The Company is not in material or monetary default nor has it received any notice of the Company Group) any material or monetary default, or failed to take any action that could result in possession of the parcel of real propertya material or monetary default, other than tenants under any leases disclosed in Real Property Lease. To the Disclosure LetterCompany's knowledge, which tenants are in possession of the space no other party to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 in material or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in monetary default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required under any of the Real Estate Leases in connection with the transactions contemplated by this Agreementthereunder.
Appears in 1 contract
Samples: Merger Agreement (Physician Computer Network Inc /Nj)
Real Estate. Except as listed (a) One or more Company Members owns interests in real estate identified in Schedule 2.3.23 of the Disclosure Letter, no member of Schedules (the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996"Owned Premises"). In the case of With respect to each such parcel of owned real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letterproperty:
(ai) the owner identified on the Disclosure Letter applicable Company Member has good and marketable title to the parcel of real property, free and clear of any security interestEncumbrance, easement, covenant, covenant or other restriction restriction, except for installments of special assessments not yet delinquentEncumbrances, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions of record which do not affect materially and adversely the current use use, occupancy or occupancy marketability of title, of the property subject thereto;
(bii) there are no pendingpending or, or to the knowledge of the CompanySeller, threatened condemnation condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to any such parcel the property which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(diii) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion except as set forth in Schedule 2.3.23 of the parcel of real property;
(e) Disclosure Schedules, there are no outstanding written or, to the knowledge of Seller, oral rights, agreements, options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;, which have been granted to any other person; and
(fiv) to the knowledge of Seller, there are no not parties (other than members of the respective Company GroupMember) in possession of or holding any rights to take possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 2.3.23 of the Disclosure Letter, which tenants Schedules who are in possession of the space to which they are entitled; andentitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property subject thereto.
(gb) the One or more Company will make available to a representative Members leases or subleases interests in real estate identified in Schedule 2.3.23 of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases Disclosure Schedules (the "Real Estate LeasesLeased Premises") listed in ; and, together with the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate LeaseOwned Premises, the member "Real Estate"). With respect to each such parcel of the Company Group party to said Real Estate Leaseleased or subleased real property, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except except as set forth in Schedule 2.3.23 of the Disclosure LetterSchedules, a Company Member is the lessee of each of the Leased Premises, and no consent is required under party other than a Company Member has any right to possession, occupancy or use of any of the Real Estate Leases Leased Premises. A copy of each lease relating to the Leased Premises has been made available to Purchaser, together with all amendments and modifications thereto and subordination, attornment or non-disturbance agreements in connection with the transactions contemplated by this Agreementrespect thereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Royster-Clark Nitrogen Realty LLC)
Real Estate. Except as listed in (a) The attached Real Estate Schedule sets forth the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case address of each parcel of real property owned by each of the Company or any Subsidiary, except as listed in the Disclosure Letterand its Subsidiaries. With respect to each property:
(ai) The Company or its Subsidiaries is the owner identified legal titleholder of the real property listed on the Disclosure Letter attached Real Estate Schedule (the “Property”), and Company has good good, merchantable and marketable title to the parcel of real propertyProperty, free and clear of any security interestall liens, easementencumbrances, covenantclaims, covenants, conditions, restrictions, easements, rights of way, options, judgments or other restriction matters, except for installments Permitted Liens and as set forth on the Real Estate Schedule attached hereto.
(ii) Company has received no notice of special assessments not yet delinquentany proceedings pending or threatened to change, recorded easementsdownzone or reclassify the existing zoning classification as to any portion of the Property.
(iii) There are no existing defects, covenants and other restrictionsstructural, mechanical or otherwise, in the improvements included as part of the Property which could reasonably be expected to have a Material Adverse Effect. Company has no Knowledge, and utility easementshas received no notices from governmental officials, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely insurance carriers or others to the current use or occupancy effect that any of the property subject thereto;
Property (bor any use thereof) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not is in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;any Legal Requirement.
(div) there are no leasesexcept as set forth on the Real Estate Schedule, subleases, none of the Company and its Subsidiaries has leased or other agreements granting otherwise granted to any party or parties person the right to use or occupancy of any portion occupy such property, and
(v) except as set forth on the Real Estate Schedule, other than the right of the parcel of real property;
(e) Purchaser pursuant to this Agreement, there are no outstanding options options, rights of first offer or rights of first refusal to purchase the parcel of real property, such property or any portion thereof or interest therein;thereof.
(fb) there are no parties (other than members The attached Real Estate Schedule lists all real property that each of the Company Group) in possession of the parcel of real property, and its Subsidiaries leases or subleases from any other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate LeasePerson. Except as set forth in on the Disclosure Letterattached Real Estate Schedule, no consent is required under any of to the Company’s Knowledge, with respect to each lease and sublease listed on the Real Estate Leases Schedule, the lease or sublease is legal, valid, binding, enforceable, and in connection with full force and effect, except where the transactions contemplated by this Agreementillegality, invalidity, nonbinding nature, unenforceability, or ineffectiveness could not reasonably be expected to have a Material Adverse Effect. None of Company or any of its Subsidiaries is in default under any lease or sublease which default could result in a Material Adverse Effect, and, to Company’s Knowledge, no landlord (or sublandlord, as applicable) is in default under any such lease or sublease.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, no member (a) None of the Company Group Entities owns any real estate, Real Property.
(b) Schedule 6.21(b) of the Disclosure Schedules and/or in the Registration Statement sets forth a complete and no member correct list of all Real Property in which any of the Company Group Entities has owned any real estate since March 31a leasehold or subleasehold interest, 1996or other right to use or occupy (such Real Property is herein referred to as the “Leased Real Property”), including the address of all the Leased Real Property and the owner(s) of the Leased Real Property. In The Company has Made Available to SeqLL a complete and correct copy of each Lease or other Contract (or, in the case of each parcel any oral Lease or Contract, a written description thereof) pertaining to any of real property owned the Leased Real Property, together with all amendments, extensions, renewals, modifications, alterations, guaranties and other changes thereto (collectively, the “Company Entity Leases”) all of which are identified on Schedule 6.21(b) of the Disclosures Schedule and/or in the Registration Statement. Each of the Company Entity Leases is legal, valid, binding, enforceable and in full force and effect in accordance with the terms thereof, except to the extent that such enforceability may be limited by the General Enforceability Exceptions. All conditions precedent to the enforceability of each Company Entity Lease has been satisfied and there is no Breach or default, nor state of facts which, with the passage of time, notice or otherwise, would result in a Breach or default (i) on the part of or by any SubsidiaryCompany Entity, except as listed or permit the termination, modification or acceleration of rent by the lessor thereunder, or (ii) on the part of the lessor thereunder.
(c) Assuming good title in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good landlord, each Company Entity holds a valid, binding and marketable title to the parcel of real propertyenforceable leasehold interest in its applicable Leased Real Property, in each case free and clear of any security interestall Encumbrances. Except as set forth on Schedule 6.21(c) of the Disclosure Schedules and/or in the Registration Statement, easement, covenant, the Leased Real Property constitutes all of the Real Property currently used or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictionsoccupied by the Company Entities in connection with or related to the Business, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;
(b) there are no pending, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements thereon are in good condition and repair, normal wear and tear excepted. Such Leased Real Property, and the premises located within thereon occupied by the boundary lines Company Entities, is sufficient for the business and operational use requirements of the described parcels Business, and the Company Entities enjoy peaceful and undisturbed possession of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the Leased Real Property sufficient for the current business and operational use or occupancy thereof;requirements of the Business.
(d) there are Except as set forth on Schedule 6.21(d) of the Disclosure Schedules and/or in the Registration Statement, no leases, subleasesCompany Entity is a lessor under, or other agreements granting otherwise a party to, any lease, sublease, license, assignment, encumbrance, hypothecation or concession pursuant to which such Company Entity has granted to any party or parties Person the right to use or occupancy of occupy all or any portion of the parcel of real property;Leased Real Property.
(e) there are no outstanding options No Company Entity has received any notice from any insurance company or rights board of first refusal to purchase the parcel fire underwriters of real property, any defects or inadequacies in or on any Leased Real Property or any portion part or component thereof that could adversely affect the insurability of any Leased Real Property or interest therein;cause any increase in the premiums for insurance for any Leased Real Property and that have not been cured or repaired. Each Company Entity currently maintains insurance for the Leased Real Property in compliance with all Company Entity Leases.
(f) there are no parties (other than members None of the Company Group) in possession Entities has received any notice of violation of any Real Property Law and, to the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession Knowledge of the Company or a Subsidiary Entities, there is no basis for each parcel the issuance of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 notice or less, no member the taking of the Company Group leases any real estate other than pursuant action for such violation with respect to the leases (the "any Leased Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required under any of the Real Estate Leases in connection with the transactions contemplated by this AgreementProperty.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letterset forth on Schedule 4.11:
(a) Schedule 1.46 and Schedule 1.51, collectively, sets forth a true, correct and complete list of all real property owned, leased or used by any of the owner identified on Selling Parties in connection with the Disclosure Letter has Business.
(b) Seller or Seller's Affiliates have good and marketable title to the parcel of real propertyReal Estate (other than the Leased Real Estate), and Seller has a valid and subsisting leasehold interest in and to the Leased Real Estate, free and clear of any security interestEncumbrance, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;Permitted Encumbrances.
(bc) there There are no pendingpending or, or to the knowledge Knowledge of the CompanySeller, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any such parcel which of the Real Estate or other matters affecting materially and adversely affect the current use, occupancy or value thereof;, or, to the Knowledge of Seller, any basis therefor.
(cd) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the The buildings and improvements used in the operation of the Business are located within the boundary lines of the described parcels of land and Real Estate, are not in violation of applicable setback requirements, zoning laws laws, and ordinances where such violation would materially and adversely affect do not encroach on any easement, except that with respect to the current use or occupancy thereof;Leased Real Estate the foregoing is to the Knowledge of Seller.
(de) there All plants, facilities and structures used in the operation of the Business are suitable for the purposes used, are adequate and sufficient for all current operations of their respective businesses and, subject to ordinary wear and tear, are in good operating condition and repair.
(f) There are no leases, subleases, licenses, concessions, or other agreements agreements, written or oral, granting to any party or parties other than Seller the right to of use or occupancy of any portion of the parcel Real Estate, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of real property;Seller.
(eg) there There are no outstanding options or rights of first refusal to purchase the parcel of real property, Real Estate or any portion thereof or interest therein;, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller.
(fh) there There are no parties (other than members of the Company Group) Seller in possession of the parcel of real property, other than tenants under any leases disclosed in Real Estate.
(i) Ingress and egress to and from the Disclosure LetterReal Estate is provided over and across publicly dedicated paved streets, which tenants are in possession maintained by the local municipality and, to the Knowledge of Seller, there are no proposals to change such access roads adjoining or abutting the space Real Estate or to which they are entitled; andchange the grade of such access roads, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller.
(gj) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "The Real Estate Leases"is serviced by water, sewer and utility service which has been adequate for Seller's current use thereof.
(k) listed The Real Estate and the improvements erected thereon are currently located in an area whose zoning classification permits the Disclosure Letter. True development, use and complete copies operation of the Real Estate Leases have been provided as currently used without special exception or permit (except that with respect to or made available to Purchaser for review. In the case of each Leased Real Estate Leasethe foregoing is to the Knowledge of Seller), and none of Seller or the member General Partner has received any notice of any proceeding to change adversely or down-zone the existing zoning classification as to any portion of the Company Group party Real Estate.
(l) The improvements to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Leasehave been constructed in material accordance with, and materially comply with, the requirements of all applicable laws, ordinances, regulations and orders, including without limitation applicable zoning, building and fire safety codes and all restrictive covenants, if any, and other easements, encumbrances or agreements affecting title to the Real Estate (except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller), and no written outstanding notices of violation of any law, regulation, ordinance, order or requirement has been received by any of Seller or the General Partner. Except as set forth in the Disclosure Letter, no consent is required under any No portion of the Real Estate Leases is a designated historic property or subject to any laws, ordinances, regulations or orders which, in connection the event of total or partial casualty, would prevent the reconstruction of the improvements to the Real Estate or the restoration of the current use of such improvements at the time of such casualty as a matter of right without special exception or permit (except that with respect to the transactions contemplated by this AgreementLeased Real Estate the foregoing is to the Knowledge of Seller).
(m) Seller has delivered to Buyer copies of all certificates of occupancy with respect to the Real Estate.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, no member (a) Section 4.11(a) of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of Disclosure Schedule lists all real property owned by the Company as of the date hereof (the “Owned Real Property” or any Subsidiary“Real Property”). With respect to each parcel of Owned Real Property (each, a “Parcel”), except as listed set forth in Section 4.11(a) of the Company Disclosure LetterSchedule:
(ai) the owner identified on the Disclosure Letter entity owning such Parcel has good and marketable fee simple title to such Parcel and all buildings, fixtures and improvements situated thereon, which, as of the parcel of real propertyClosing Date, shall be free and clear of any security interestall Liens, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject theretothan Permitted Liens;
(bii) there are no pendingeach Parcel is in compliance, or to the knowledge of the Companyin all material respects, threatened condemnation proceedingswith all applicable building, lawsuits or administrative actions relating to any zoning, subdivision, and land use Laws affecting such parcel which materially and adversely affect the current use, occupancy or value thereof;Parcel; and
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(eiii) there are no outstanding options or rights of first refusal to purchase the parcel of real property, any Parcel or any portion thereof or interest therein;.
(fb) Except as set forth in Section 4.11(b) of the Company Disclosure Schedule, the Company does not lease any real property as a tenant. Section 4.11(b) of the Company Disclosure Schedule lists all real property leased by the Company as a landlord pursuant to a real property lease (each, a “Lease”). With respect to each Lease, and except as disclosed in Section 4.11(b) of the Company Disclosure Schedule: (i) neither the Company nor, to the Knowledge of the Company, any other party to such Lease or any sublease, is in material breach or default and (ii) each Lease is the legal, valid and binding obligation of the Company and, to the Knowledge of the Company, each other party thereunder and enforceable against the Company and, to the Knowledge of the Company, such other party in accordance with its terms, except as such enforceability may be limited by (y) applicable insolvency, bankruptcy, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and (z) applicable equitable principles (whether considered in a proceeding at law or in equity).
(c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, the Real Property constitutes all the interests in real property owned, leased, used or held for use by the Company in connection with, or that are necessary for, or otherwise material to, the conduct of the Business as presently conducted.
(d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedule (i) the Company has not received written notice of any outstanding, pending, or threatened condemnation proceedings relating to any Real Property, and (ii) there are no parties (other than members of the Company GroupCompany) in possession of the parcel of real propertyany Owned Real Property, other than tenants under any oral or written leases disclosed in the Disclosure Letter, which tenants or subleases who are in possession of the space to which they are entitled; and.
(ge) Prior to the date hereof, Company will make available has delivered, or caused to a representative be delivered, to Purchaser copies (for review at Company’s offices and/or for review off site) of the Purchaser a copy of each material survey or material all Leases, deeds, mortgages, surveys, licenses, leases, title insurance policy that are policies, if any, and certificates of occupancy or equivalent documentation with respect to the Real Property in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge control of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is required under any of the Real Estate Leases in connection with the transactions contemplated by this Agreement.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, no member (a) None of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good and marketable title to the parcel of its Subsidiaries owns any real property, free and clear of any security interest, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy of the property subject thereto;.
(b) there are no pendingSection 2.16(b) of the Company Disclosure Letter sets forth a true, correct and complete list of the common address and current use of all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant, or pursuant to other occupancy arrangements) by the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially Company and adversely affect the current use, occupancy or value thereof;
its Subsidiaries (c) to the knowledge of the Companycollectively, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d“Company Leased Real Property”) there are no pursuant to leases, subleases, or licenses and other agreements granting occupancy agreements, including all amendments, modifications and supplements with respect to any party or parties the right to use or occupancy of any portion of the parcel of real property;
foregoing (ethe “Company Leases”) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary of its Subsidiaries is a party where tenant, subtenant or occupant, and for each Company Lease indicates whether or not the total annual rental payable under any such lease is $25,000 or less, no member consent of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure Letter, no consent is landlord will be required under any of the Real Estate Leases in connection with the transactions contemplated by this Agreement. The Company or one of its Subsidiaries (either directly or indirectly) holds a valid and existing leasehold or subleasehold interest, as applicable, in the Company Leased Real Property under each of the Company Leases free and clear of any Liens, except for Permitted Liens. The Selling Parties have delivered or made available to the Purchasing Parties true, correct and complete copies of each of the Company Leases. With respect to each Company Lease: (i) such Company Lease is, and, assuming the receipt of the consents set forth in Section 2.16(b) of the Company Disclosure Letter and the provision of any notices required under the Company Leases, upon the consummation of the transactions contemplated by this Agreement Table of Contents will be, (A) in full force and effect, (B) the legal, valid, and binding obligation of the Company or the applicable Subsidiary, and (C) current with respect to rent and other sums and charges payable by the Company or such Subsidiary pursuant to the Company Lease, (ii) none of the Company or any of its Subsidiaries is in material default, taking into account any notice and cure period, under such Company Lease, to the Knowledge of the Selling Parties, no other party to a Company Lease is in material default, taking into account any notice and cure period, under such Company Lease and, to the Knowledge of the Selling Parties, no event has occurred that, with notice or lapse of time, or both, would constitute a material breach or default by the Company or any of its Subsidiaries or permit termination under such Company Lease by any party thereto, (iii) the terms of such Company Lease have not been modified in any respect, except to the extent that such modifications are set forth in the documents previously delivered or made available to the Purchasing Parties or disclosed to the Purchasing Parties in Section 2.16(b) of the Company Disclosure Letter, and none of the Selling Parties, the Company or its Subsidiaries is currently in negotiations with any landlord to cancel or terminate any Company Lease prior to the end of the stated term of such Company Lease, (iv) none of the Selling Parties, the Company or any of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or granted any security interest in its leasehold interest in such Company Lease, and, other than the Company Leases, none of the Company Leased Real Property is subject to any lease, sublease, license or other agreement which grants, from the Company or one of its Subsidiaries, to any other person, any right to the use, occupancy or enjoyment of such Company Leased Real Property or any part thereof and (v) each guaranty by the Company or any of its Subsidiaries, if any, with respect to a Company Lease is in full force and effect.
(c) None of the Selling Parties, the Company or any of its Subsidiaries has received written notice of any violation by the Company or any of its Subsidiaries of any existing Law, applicable to any store, distribution facility or warehouse facility operated by the Company or any of its Subsidiaries pursuant to a Company Lease (each, a “Company Facility”), which violation would be reasonably likely to materially adversely affect the present use and operation of the Company Leased Real Property.
(d) None of the Selling Parties, the Company or any of its Subsidiaries has received written notice of and, to the Knowledge of the Selling Parties, there are no pending condemnation or eminent domain Proceedings that affect any Company Leased Real Property.
(e) None of the Selling Parties, the Company or its Subsidiaries has received written notice of any Proceeding and, to the Knowledge of the Selling Parties, there is no Proceeding threatened or pending against the Company or its Subsidiaries with respect to any rights or interests of the Company or its Subsidiaries in any portion of the Company Leased Real Property. None of the Selling Parties, the Company or any of its Subsidiaries has received written notice of the existence of any outstanding or pending Order and, to the Knowledge of the Selling Parties, there are no extant Orders relating to the lease, use, occupancy or operation by the Company or its Subsidiaries of the Company Leased Real Property, which Orders would be reasonably likely to materially adversely affect the present use and operation of the Company Leased Real Property.
Appears in 1 contract
Real Estate. Except as listed in (a) Schedule 4.22(a) of the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case Schedules sets forth a list (containing a materially accurate description) of each parcel of real property owned by the Target Companies (the “Owned Real Estate”). Each Target Company or any Subsidiary, except as listed in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good and marketable title to in fee simple absolute to, and is in peaceable possession of, all the parcel Owned Real Estate identified as owned by such Target Company on Schedule 4.22(a) of real propertythe Disclosure Schedules, including, without limitation, the buildings, structures, and improvements situated thereon and appurtenances thereto, in each case free and clear of any security interest, easement, covenant, or all Real Property Encumbrances other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants than Permitted Real Property Encumbrances and other restrictions, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy those Encumbrances shown on such Schedule 4.22(a) of the property subject thereto;Disclosure Schedules.
(b) there are no pending, or to the knowledge Schedule 4.22(b) of the CompanyDisclosure Schedules sets forth a list (containing a materially accurate description) of all real property leased to, threatened condemnation proceedings, lawsuits subleased to or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy otherwise used or value thereof;
(c) to the knowledge occupied by or on behalf of the Company, Target Companies (the legal description for the parcel contained in the deed thereof describes such parcel fully “Leased Real Property”) and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no all leases, subleasesrental agreements, licenses, rights to use or other agreements granting to which any Target Company is a party pertaining to the leasing or parties use of any of the Leased Real Property (collectively, the “Real Estate Leases”). Each Target Company is in peaceable possession of the premises covered by the Real Estate Leases to which it is a party. Subject to the terms and conditions of the Real Estate Leases, each Target Company has the right to use or occupancy of any portion of and occupy the parcel of real property;
(e) there are no outstanding options or rights of first refusal Leased Real Property used and occupied by such Target Company. The Primary Companies have delivered to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for reviewused by any of the Target Companies in its operation of the Leased Real Property. In To the case knowledge of each Primary Company, each of the Real Estate Leases is a legal, valid and binding obligation of the applicable Target Company, enforceable against such Target Company in accordance with its terms, and, to the knowledge of the relevant Primary Company, the other parties thereto, in each case except to the extent that such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors’ rights and remedies generally. No Target Company is in material violation or default under any Real Estate Lease, nor has any event or condition occurred which, with the member giving of notice or passage of time, or both, would be a material violation or default by the applicable Target Company Group party to said under any Real Estate Lease, and no Target Company has received written notice of any claimed material violation or default with respect to any Real Estate Lease. To the knowledge of each Primary Company, no other party to a Real Estate Lease is in material violation or default of any Real Estate Lease, nor has any event or condition occurred which, with the giving of notice or passage of time, or both, would be a material violation or default by such other party under any Real Estate Lease.
(c) To each Primary Company’s knowledge, no Target Company has received any written notice of any pending condemnation, requisition or taking by any public authority of the whole or any material portion of any Owned Real Estate or Leased Real Property. To the knowledge of the Primary Companies, no such condemnation, requisition or taking has been threatened in writing.
(d) To each Primary Company’s knowledge, each Target Company has all material Permits required by applicable Law to utilize the other party thereto, is not in default under the Owned Real Estate Lease. and the Leased Real Property of such Target Company for the purposes for which they are currently being used, and, to each Primary Company’s knowledge, each Target Company is in compliance in all material respects with such Permits.
(e) The Primary Companies have delivered to the Purchaser copies of (i) all existing agreements and documents in the Target Companies’ possession that encumber, bind or affect the Owned Real Estate and the Leased Real Property (including without limitation any leases of the Owned Real Estate and any subleases of the Leased Real Property), and (ii) all existing title insurance policies, title reports and surveys in any Target Company’s possession with respect to each parcel of the Owned Real Estate and the Leased Real Property.
(f) Except as set forth in on Schedule 4.22(f) of the Disclosure LetterSchedules, no consent is required under Target Company has granted outstanding options, rights of first refusal, rights of first offer or similar rights to purchase any of the Owned Real Estate Leases in connection Estate.
(g) To each Primary Company’s knowledge, no Target Company has received written notice of any material violation of Law that remains outstanding with respect to the transactions contemplated by this Agreementuse or occupancy of any such buildings, structures or improvements.
Appears in 1 contract
Real Estate. Except Owned Real Estate and Leased Real Estate shall collectively be referred to herein as listed in “Real Estate.” With respect to the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company or any Subsidiary, except as listed in the Disclosure LetterReal Estate:
(a) the owner identified on the Disclosure Letter has good and marketable title to the Schedule 3.17(a) contains a description of each parcel of real propertyCompany’s Owned Real Estate and a listing and description (including the parties, free and clear of any security interestterm, easementexpiration date(s), covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictionsaddress, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current general use or occupancy description of the property subject theretoleased premises) of each written or oral lease regarding Leased Real Estate (the leases of Leased Real Estate described in Schedule 3.17(a) are collectively, the “Leases”);
(b) Except as set forth in Schedule 3.17(b) hereto, there are no pending, deferred property Taxes or assessments with respect to the knowledge Real Estate which may or will become due and payable as a result of the Companyconsummation of the transaction contemplated hereby;
(c) Except for the Permitted Encumbrances and those Encumbrances set forth in Schedule 3.17(c) hereto, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel there are no Encumbrances which materially and adversely affect the current use, use or occupancy of all or value thereofany part of any parcel of Owned Real Estate or any easements;
(cd) to Except as set forth in Schedule 3.17(d) hereto, the knowledge improvements located on each parcel of the Real Estate, including fences, driveways and other structures occupied, used or claimed by Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located wholly within the boundary lines of the described such parcels of land Real Estate and are such improvements and the present uses thereof by Company does not in violation infringe upon the rights of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereofany other Person;
(de) there are Except as set forth in Schedule 3.17(e) hereto, no leasesbuildings, subleasesfences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements;
(f) Except as set forth in Schedule 3.17(f), Company, as applicable, has all easements (or access through public utility easements) on to private property, construction permits, highway encroachment agreements granting and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by Company;
(g) Company is not in default in the performance of any material obligation under the Leases or easements, and, to Seller’s Knowledge, none of the other parties to the Leases or easements are in default in performance of their material obligations thereunder, the Leases and easements are in full force and effect, and Company has assigned its rights under the Leases or easements;
(h) Except as set forth in Schedule 3.17(h) Company has leased or granted to any party other Person or parties entity the right to use or occupancy of occupy all or any portion of the parcel of real property;
(e) there are no outstanding options Owned Real Estate, and the Owned Real Estate is not subject to an option or rights of first refusal right to purchase the parcel in favor of real property, any Person or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitledentity; and
(gi) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease. Except as set forth in the Disclosure LetterSchedule 3.17(i), no consent is required under any each of the parcels of Owned Real Estate Leases in connection constitutes a separate tax parcel, and is not taxed with the transactions contemplated by this Agreementany other real property.
Appears in 1 contract
Real Estate. Except as listed (a) Owned Real Property Interests. Schedule 3.18(a) lists all real property and interests in the Disclosure Letter, no member of the Company Group owns any real estate, and no member of the Company Group has owned any real estate since March 31, 1996. In the case of each parcel of real property owned by the Company Target Companies (the "Owned Real Property Interests"). Except for: (i) liens for current ad valorem taxes not yet delinquent and other inchoate statutory liens for charges not yet due and payable; (ii) recorded easements, rights of way and roads and highways, if any, which do not individually or any Subsidiary, except as listed in the Disclosure Letter:
aggregate materially interfere with the conduct of any Target Company's business as presently conducted; (aiii) building and zoning regulations of the owner identified on jurisdictions in which the Disclosure Letter has Real Property Interests are located; (iv) matters of public record; (v) those facts which might be disclosed by an accurate survey of the Real Property Interests; and (vi) such facts and circumstances that are plainly visible or reasonably discernable by a physical inspection of the Owned Real Property Interests (collectively, the "Permitted Liens"), the Target Companies hold good and marketable insurable title (to the parcel of real property, extent applicable) to the Owned Real Property Interests free and clear of any security interestLiens other than the Permitted Liens. Notwithstanding the contents of Schedule 3.18(a), easement, covenant, or other restriction except for installments it is the intent of special assessments not yet delinquent, recorded easements, covenants Sellers and other restrictions, Buyer that the Target Companies shall retain and utility easements, building restrictions, zoning restrictions be vested with title to all lands and other easements and restrictions which do not affect materially and adversely interests in land held by the current use or occupancy Target Companies at the time of the property subject thereto;execution of this Agreement and any omission of any item therefrom shall not act as an exclusion of such item from the terms and conditions of this Agreement.
(b) there are no pendingLeased Real Property Interests. Schedule 3.18(b) lists (i) all material lands and interests in real property leased by the Target Companies from or to a third Person (the "Leased Real Property Interests" and, collectively with the Owned Real Property Interests, and any other interest in real property of the Target Companies that should have been listed on either Schedule 3.18(a) or Schedule 3.18(b) shall be defined as the "Real Property Interests"); (ii) each lease, sublease, assignment of lease, license, occupancy agreement and other agreement, instrument and consent pursuant to which any Target Company leases, occupies or uses the Leased Real Property Interests, or has subleased, assigned or otherwise granted to others any interests therein, copies of which have been previously provided to Buyer (collectively, the "Realty Leases"); and (iii) the identity of each lessor, lessee, guarantor, if applicable, and any other party to any of the Realty Leases. Except for the Permitted Liens, each of the Realty Leases is valid and binding without further sublease or assignment and in full force and effect as to the Target Companies and, to the best knowledge of the CompanyInsider Stockholders, threatened condemnation proceedings, lawsuits or administrative actions relating as to any such parcel which materially and adversely affect the current useother party thereto. There is no material default by any Target Company or, occupancy or value thereof;
(c) to the best knowledge of the CompanyInsider Stockholders, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequatelyby any other party, the buildings and improvements are located within the boundary lines under any of the described parcels Realty Leases except as may be otherwise disclosed on Schedule 3.18(b), and there is no event which, with notice or the passage of land and are not in violation of applicable setback requirementstime or both, zoning laws and ordinances where would constitute such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leasesmaterial default by any Target Company or, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member of the Company Group leases any real estate other than pursuant to the leases (the "Real Estate Leases") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the best knowledge of the CompanyInsider Stockholders, the by any other party thereto, is not in default under any of the Real Estate LeaseRealty Leases. Except as set forth in on Schedule 3.18(b), the Disclosure Letterconsummation of the transactions contemplated will not deprive the Target Companies of the existing economic, legal and other benefits under the Realty Leases currently enjoyed by the Target Companies, and no consent is required under party has any right to cancel, terminate or modify any of the Real Estate Realty Leases in connection with listed on Schedule 3.18(b) by reason of the transactions contemplated by under this Agreement, except as may be otherwise disclosed on Schedule 3.18(b).
Appears in 1 contract
Samples: Stock Purchase Agreement (Valassis Communications Inc)
Real Estate. Except as set forth in SECTION 3.18 of the Disclosure Schedule, each of the LAI Companies has good and indefeasible title in fee simple to all real properties owned by it and valid leaseholds in all real estate leased by it, in each case, under valid and enforceable leases. Except (a) as disclosed in SECTION 3.18 of the Disclosure Schedule or (b) in any Title Policy (as defined below) listed in SECTION 3.18 of the Disclosure LetterSchedule, no member none of such real properties is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which materially and adversely affect the value thereof or which interfere with or impair the present and continued use in the usual and normal conduct of the Company Group owns any real estate, and no member business of each of LAI Companies. SECTION 3.18 of the Company Group has owned any real estate since March 31, 1996. In Disclosure Schedule lists (i) the case street address of each parcel of real property owned by each of the Company or any Subsidiary, except LAI Companies (the "OWNED REAL PROPERTY") and (ii) as listed in the Disclosure Letter:
(a) the owner identified on the Disclosure Letter has good and marketable title to the each parcel of real propertyOwned Real Property, free and clear the number of any security interestthe title policy, easement, covenant, or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictionsif any, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy name of the property subject thereto;
(b) there are no pendingcompany issuing such policy, or to the knowledge of the Company, threatened condemnation proceedings, lawsuits or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge of the Company, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(f) there are no parties (other than members of the Company Group) in possession of the parcel of real property, other than tenants under any leases disclosed in the Disclosure Letter, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy insuring that are in the possession of the Company LAI or a Subsidiary for is the fee owner of such parcel (each parcel of real property owned by the Company such policy or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member title commitment listed in SECTION 3.18 of the Company Group leases any real estate other than pursuant Disclosure Schedule being referred to herein as a "TITLE POLICY" and the leases (the insured under each such policy being referred to herein as an "Real Estate LeasesINSURED") listed in the Disclosure Letter. True and complete copies of the Real Estate Leases have been provided to or made available to Purchaser for review. In the case of each Real Estate Lease, the member of the Company Group party to said Real Estate Lease, and to the knowledge of the Company, the other party thereto, is not in default under the Real Estate Lease). Except as set forth in SECTION 3.18 of the Disclosure LetterSchedule, no consent the LAI Companies have delivered to CMC true and complete copies of (a) each Title Policy and (b) as to each parcel of Owned Real Property, the recorded deed whereby the Insured acquired title to such parcel. Each Title Policy is required under any valid and binding on the relevant insurer(s) in accordance with its terms and is in full force and effect, and the consummation of the Real Estate Leases in connection with the transactions contemplated by this AgreementAgreement will not affect the interest of the Insured in any Title Policy.
Appears in 1 contract
Real Estate. Except as listed in the Disclosure Letter, no member (a) Section 5.13(a) of the Company Group owns any real estateSeller’s Disclosure Schedule sets forth a list, and no member as of the Company Group has owned any real estate since March 31date hereof, 1996. In the case of each parcel of all real property owned by the Company Asset Sellers (in respect of the B&K Business), the B&K Companies or any Subsidiarythe Subsidiaries of the B&K Companies (the “Owned Real Property”). Each of the Asset Sellers (in respect of the B&K Business), except the B&K Companies or the Subsidiaries of the B&K Companies, as listed in the Disclosure Letter:
applicable, has (ai) the owner identified on the Disclosure Letter has good good, marketable and marketable indefeasible and insurable fee simple title to the parcel Owned Real Property located in the United States and (ii) legal and beneficial title to the Owned Real Property located outside of real propertythe United States, free and clear in each case, subject only to Permitted Encumbrances. Except for such matters which are disclosed on Section 5.13(b) of the Seller’s Disclosure Schedule or which arise by reason of any security interest, easement, covenant, statutory provision governmental or other restriction except for installments of special assessments not yet delinquent, recorded easements, covenants authority or local law and other restrictionsthan to Buyers under this Agreement, and utility easements, building restrictions, zoning restrictions and other easements and restrictions which do not affect materially and adversely the current use or occupancy none of the property subject thereto;
Asset Sellers (b) there are no pending, or to the knowledge in respect of the CompanyB&K Business), threatened condemnation proceedings, lawsuits the B&K Companies or administrative actions relating to any such parcel which materially and adversely affect the current use, occupancy or value thereof;
(c) to the knowledge Subsidiaries of the CompanyB&K Companies, the legal description for the parcel contained in the deed thereof describes such parcel fully and adequatelyas applicable, the buildings and improvements are located within the boundary lines have granted options, rights of the described parcels of land and are not in violation of applicable setback requirements, zoning laws and ordinances where such violation would materially and adversely affect the current use or occupancy thereof;
(d) there are no leases, subleases, or other agreements granting to any party or parties the right to use or occupancy of any portion of the parcel of real property;
(e) there are no outstanding options first offer or rights of first refusal to purchase the parcel of real property, such Owned Real Property or any portion thereof or interest therein;. None of the Asset Sellers (in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, is a party to any agreement or option to purchase any real property or interest therein.
(fb) there are no parties (other than members Section 5.13(b) of the Company Group) in possession Seller’s Disclosure Schedule sets forth a list, as of the parcel date hereof, of real propertyall leases and material subleases, other than tenants under any leases disclosed in the Disclosure Letterlicenses and concessions, which tenants are in possession of the space to which they are entitled; and
(g) the Company will make available to a representative of the Purchaser a copy of each material survey or material title insurance policy that are in the possession of the Company or a Subsidiary for each parcel of real property owned by the Company or any Subsidiary. Except for leases to which any ESC Foreign Subsidiary is a party where the total annual rental payable under any such lease is $25,000 or less, no member Asset Sellers (in respect of the Company Group leases any real estate other than pursuant to B&K Business), the leases (B&K Companies or the "Real Estate Leases") listed Subsidiaries of the B&K Companies as of the date hereof for use in the Disclosure Letteroperation of any portion of the B&K Business (collectively, the “Real Property Leases”). True and complete copies Each of the Real Estate Property Leases have is enforceable and in full force and effect as of the date hereof. No notice has been provided to or made available to Purchaser for review. In received by the case Asset Sellers (in respect of each Real Estate Leasethe B&K Business), the member B&K Companies or the Subsidiaries of the Company Group party to said Real Estate Lease, and to B&K Companies from the knowledge landlords of the Company, the other party thereto, is not Real Property Leases in respect of any existing material default under of the Real Estate LeaseProperty Leases which remain outstanding as of the date hereof. Except as set forth in the Disclosure LetterSchedule 5.13(b), no consent is required under any with respect to each of the Real Estate Property Leases: the Asset Sellers’ (in respect of the B&K Business), the B&K Companies’ or the Subsidiaries of the B&K Companies’, as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, except for any such disturbances that have not materially affected the use of the Leased Real Property.
(c) Except as set forth in Section 5.13(c) of the Seller’s Disclosure Schedule no party other than the Asset Sellers (in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies is entitled to use or occupy either the Owned Real Property or the premises demised under the Real Property Leases as of the date hereof.
(d) The Owned Real Property and the Leased Real Property identified in connection with Section 5.13 of the transactions contemplated by this AgreementSeller’s Disclosure Schedule comprise all of the real property used or intended to be used in, or otherwise related to, the B&K Business.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (American Standard Companies Inc)
