Real Estate. (a) Schedule 2.19(a) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee title to the real property described on said Schedule 2.19 (a) and to all of the buildings, structures and other improvements located thereon free and clear of any material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19 (a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property. (b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or other agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.
Appears in 1 contract
Real Estate. (a) As of the Effective Time, none of the Scha▇▇▇▇▇ ▇▇▇panies will own any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth the location and size of, and principal improvements and buildings on, the Owned Properties, together with a truelist of all title insurance policies relating to such properties, correct and complete schedule all of which policies have previously been delivered or made available to Republic by the Scha▇▇▇▇▇ ▇▇▇panies. With respect to each such parcel of Owned Property, except as set forth on Schedule 3.14(a):
(i) One of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Scha▇▇▇▇▇ ▇▇▇panies has good and marketable title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a);
(ii) there are no pending or, to the knowledge of the Shareholders, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting materially and adversely the current use, occupancy or value thereof;
(iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) to the knowledge of the Scha▇▇▇▇▇ ▇▇▇panies and the Shareholders, all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations in all material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, respects;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property;
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than the Company and its subsidiaries) in possession of the parcels of Owned Property;
(viii) to the knowledge of the Scha▇▇▇▇▇ ▇▇▇panies and the Shareholders, restrictive covenant, encroachment or all facilities located on the parcels of Owned Property are supplied with utilities and other survey defect, encumbrance or other restriction or limitation except services necessary for the matters listed on said Schedule 2.19operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property;
(aix) andeach parcel of Owned Property abuts on and has direct vehicular access to a public road, except for any exceptionsor has access to a public road via a permanent, easementsirrevocable, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in appurtenant easement benefitting the aggregate, do not and would not reasonably be expected parcel of Owned Property; access to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rightsproperty is provided by paved public right-of-wayway with adequate curb cuts available; and there is no pending or, licenses or other agreements under which BFP or any to the knowledge of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.the
Appears in 1 contract
Real Estate. (a) Schedule 2.19(a3.14(a)(1) attached hereto sets forth a true, correct contains the legal description and complete schedule street address of any real property or any interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by the Companies as of the date hereof (the "Company Owned Properties"). Schedule 3.14(a)(2) contains a list of this Agreement the locations of all any real property (or any interest therein) owned by BFP the Companies and disposed of in any manner on or prior to the date hereof (the "Previously Owned Properties"). Schedule 3.14(a)(3) contains the legal descriptions and the street addresses of any real property (or any interest therein) owned by the Shareholder or any of his Affiliates (the BFP Subsidiaries. BFP or "Shareholder Owned Properties," and together with the Company Owned Properties, the "Owned Properties"), which will be conveyed, as additional contributions of capital, to one of the BFP Subsidiaries, as indicated thereon, is the owner of fee title Companies prior to the real property described Effective Time. With respect to each such parcel of Owned Properties, except as set forth on said Schedule 2.19
3.14(a)(4): (ai) and to all one of the buildingsCompanies has (and in the case of Shareholder Owned Properties, structures will as of the Effective Time have) good and other improvements located thereon marketable title, free and clear of any material mortgagecovenants, deed conditions, easements and exceptions other than the Permitted Exceptions (as defined in Section 5.14), and of trustany Lien other than liens for real estate taxes not yet due and payable, lien(ii) there are no pending or threatened condemnation proceedings, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment suits or administrative actions relating to the Owned Properties or other survey defectmatters affecting adversely the current use, encumbrance occupancy or other restriction or limitation except value thereof; (iii) the legal descriptions for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or Owned Properties contained in the aggregate, do not deeds thereof describe such parcels fully and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or other agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.adequately;
Appears in 1 contract
Real Estate. 3.14.1 The Alarm Companies do not own any real property or any interest therein except as set forth on Schedule 3.14(a) (a) the "Owned Properties"), which Schedule 2.19(a) attached hereto sets forth a truethe location and size of, correct and complete schedule principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Owned Property:
(i) The Alarm Company owning such Owned Property has good and marketable title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, deed covenants, and other restrictions which do not materially impair the current use, occupancy or value of trustthe property subject thereto, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for and (z) encumbrances and restrictions described in the matters title insurance policies listed on said Schedule 2.193.14(a), all of which policies have been previously delivered or made available to Republic by the Shareholder;
(aii) andthere are no pending or, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in to the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as Knowledge of the date of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or other agreements under which BFP Shareholder or any of the BFP Subsidiaries uses Alarm Companies, threatened condemnation proceedings, suits or occupiesadministrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or has value thereof;
(iii) the right legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; to use the Knowledge of the Shareholder or occupy any material real property of the Alarm Companies (i) the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, zoning laws and ordinances (and none of the properties or buildings or improvements thereon (the are subject to "BFP Real Property Leasespermitted non-conforming use" or "). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free permitted non-conforming structure" classifications) and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not encroach on any easement which may burden the land; (ii) the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and would (iii) the Owned Properties are not reasonably be expected located, to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of degree, within any flood plain (such leasehold estate that a mortgagee would require a mortgagor to obtain flood insurance) or interest.subject to any similar type restriction for which any
Appears in 1 contract
Real Estate. (a) None of the Dunc▇▇ ▇▇▇panies or ADC own any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth a true, correct and complete schedule as the location of each of the date Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of this Agreement of all real property owned by BFP or any Owned Property:
(i) One of the BFP Subsidiaries. BFP Dunc▇▇ ▇▇▇panies or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee ADC has good title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, deed covenants, and other restrictions which do not impair the current use, occupancy or value of trustthe property subject thereto, lienand (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), pledgeall of which policies have been delivered or made available to Republic by the Dunc▇▇ ▇▇▇panies;
(ii) there are no pending or, security interestthreatened condemnation proceedings, claimsuits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, leaseoccupancy or value thereof;
(iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, chargeare not in violation of applicable setback requirements, optionlocal comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non- conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain 16 (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a), the Financial Statements, or one of the other Schedules to this Agreement;
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than the Dunc▇▇ ▇▇▇panies and ADC and its Affiliates) in possession of the parcels of Owned Property, restrictive covenant, encroachment or other survey defect, encumbrance or than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other restriction or limitation except services necessary for the matters listed on said Schedule 2.19operation of such facilities; and
(aix) and, except all improvements and buildings on the Owned Property are in good repair and are safe for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not occupancy and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyuse.
(b) Schedule 2.19(b3.14(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements under ("Leases") to which BFP or any of the BFP Subsidiaries uses Dunc▇▇ ▇▇▇panies or occupiesADC is a party (copies of which have previously been furnished to Republic), or has in each case, setting forth (A) the right to use or occupy any material real lessor and lessee thereof and the date and term of each of the Leases, (B) the legal description, including street address, of each property or covered thereby, and (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest The Leases are in each BFP Real Property Lease free full force and clear of all liens, encumbrances effect and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed uponamended except as set forth on Schedule 3.14(b), and except for liensno party thereto is in default or breach under any such Lease. No event has occurred which, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment passage of time or the giving of notice or both, would cause a material breach of or default under any of such leasehold estate Leases. There is no breach or interestanticipated breach by any other party to such Leases.
Appears in 1 contract
Real Estate. (a) Schedule 2.19(aSCHEDULE 3.14(a) attached hereto sets forth a true, correct and complete schedule as list of the date each parcel of this Agreement of all real property owned by BFP or any the Company on the date hereof (the "Owned Properties"), which Schedule sets forth with respect to each such parcel (A) the legal description, including street address, of such parcel, (B) a brief description (including size and function) of the BFP Subsidiariesprincipal improvements and buildings on such parcel, and (C) the title insurance policy relating to such parcel, all of which policies have previously been delivered or made available to AVS by the Company. BFP or one With respect to each such parcel of the BFP Subsidiaries, as indicated thereon, is the owner of fee Owned Property:
(i) The Company has good and marketable title to the real property described on said Schedule 2.19
(a) and to all each parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or Lien other survey defect, encumbrance or other restriction or limitation except than (x) liens for the matters listed on said Schedule 2.19
real estate taxes not yet due and payable and delinquent; (ay) and, except for any exceptions, recorded easements, restrictive covenants, encroachments or and other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, which do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere impair in any material respect the current use, occupancy or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on SCHEDULE 3.14(a);
(ii) There are no pending or to the knowledge of the Shareholders threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof (except as reflected on the title insurance policies included in SCHEDULE 3.14(a));
(iii) The legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation in any material respect of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the present use of the land; and enjoyment the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) To the knowledge of the Shareholders, all facilities have received all material approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in all material respects in accordance with applicable laws, ordinances, rules and regulations;
(v) There are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property;
(vi) There are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein;
(vii) There are no parties (other than the Company) in possession of the parcels of Owned Property;
(viii) All facilities located on the parcels of Owned Property are supplied with utilities and other services reasonably necessary for the operation of such real propertyfacilities, in their current manner, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property;
(ix) Each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or threatened termination of the foregoing access rights;
(x) All improvements and buildings on the Owned Property are in reasonably good repair and are safe for occupancy and use, free from termites or other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the use of such Owned Property in the manner in which presently used in each case above, normal wear and tear excepted;
(xi) There are no material service contracts, management agreements or similar agreements which affect the parcels of Owned Property; and
(xii) The Company has not received notice of (a) any condemnation proceeding with respect to any portion of any parcel of Owned Property or any access thereto; and no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any parcel of Owned Property, and no such special assessment is contemplated by any Governmental Authority (other than any applicable special assessment included the current property tax ▇▇▇▇).
(b) Schedule 2.19(bSCHEDULE 3.14(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements under ("Leases") to which BFP or any the Company is a party (copies of which have previously been furnished to AVS), in each case setting forth (A) the lessor and lessee thereof and the date and term of each of the BFP Subsidiaries uses or occupiesLeases, or has (B) the right to use or occupy any material real legal description, including street address, of each property or covered thereby, and (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"), all of which are within the property set-back and building lines of the respective property. Except for The Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease in any material respect. No event has occurred which, with the matters listed on said Schedule 2.19(b)passage of time or the giving of notice or both, BFP would cause a material breach of or a BFP Subsidiarydefault under any of such Leases. There is no material breach or anticipated material breach by any other party to such Leases. With respect to each such Leased Premises:
(i) The Company has valid leasehold interests in the Leased Premises, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy any nature whatsoever, other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights customary utility easements that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with on the present use and enjoyment of such leasehold estate property;
(ii) The portions of the buildings located on the Leased Premises that are used in the business of the Company are each in good repair and condition in all material respects, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company's current and reasonably anticipated normal business activities as conducted thereat;
(iii) Each of the Leased Premises
(a) has direct access to public roads or interestaccess to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company's business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and
(iv) The Company has not received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and to the knowledge of the Shareholders, no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and to the knowledge of the Shareholder, no such special assessment is contemplated by any Governmental Authority (other than any applicable special assessment included the current property tax ▇▇▇▇).
Appears in 1 contract
Sources: Merger Agreement (Aviation Sales Co)
Real Estate. (a) Neither the Company, Reserve nor R&M owns any real property or any interest therein except as set forth on SCHEDULES 3.14(a) OR (b) (the "Owned Properties"), which Schedule 2.19(a) attached hereto sets forth a truethe location and size of, correct and complete schedule principal improvements and buildings on, the Owned Properties. Except as set forth on SCHEDULE 3.14(a), with respect to each such parcel of Owned Property:
(i) each of the date Company, Reserve and, to the best of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiariestheir knowledge, as indicated thereon, is the owner of fee R&M has good and marketable title to the real property described on said Schedule 2.19
(a) and to all each parcel of the buildingstheir respective Owned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, deed covenants, and other restrictions which do not impair the current use, occupancy or value of trustthe property subject thereto, lienand (z) encumbrances and restrictions described in the title insurance policies listed on SCHEDULE 3.14(a), pledgeall of which policies have been previously delivered to MTLM.
(ii) there are no pending or, security interestto the best of their knowledge, claimthreatened condemnation proceedings, leasesuits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, chargeoccupancy or value thereof;
(iii) to the best of their knowledge, optionthe legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) to the best of their knowledge, all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on SCHEDULE 3.14(a);
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than the Company, restrictive covenantReserve, encroachment R&M and their respective subsidiaries) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in SCHEDULE 3.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services, to the best of their knowledge, are adequate in accordance with all applicable laws, ordinances, rules and regulations, and, to the best of their knowledge, are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property;
(ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way; and there is no pending or, to the best of their knowledge, threatened termination of the foregoing access rights;
(x) to the best of their knowledge, all improvements and buildings on the Owned Property are in good repair and are safe for occupancy and use, free from termites or other survey defectwood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, encumbrance or other restriction or limitation except electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the matters listed on said Schedule 2.19use of such Owned Property in the manner in which presently used; and
(axi) andthere are no service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyas set forth on SCHEDULE 3.14(a).
(b) Schedule 2.19(bSCHEDULE 3.14(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements under ("Leases") to which BFP either the Company, Reserve or any R&M is a party (copies of which have previously been furnished to MTLM), in each case, setting forth (A) the lessor and lessee thereof and the date and term of each of the BFP Subsidiaries uses Leases, (B) the legal description or occupiesstreet address of each property covered thereby, or has and (C) a brief description (including size and function) of the right to use or occupy any material real property or principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"), all of which, to the best of their knowledge, are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on SCHEDULE 3.14(b), and neither the Company, Reserve nor, to the best of their knowledge, neither R&M, nor any other party thereto is in default or breach or anticipates defaulting or committing any breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. Except for the matters listed as set forth on said Schedule 2.19(bSCHEDULE 3.14(b), BFP or a BFP Subsidiarywith respect to each such Leased Premises:
(i) either the Company, as indicated thereonReserve or, holds to the best of their knowledge, R&M has valid leasehold estate under or other interest interests in each BFP Real Property Lease the Leased Premises, which leasehold interests are free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy other than statutory landlords' any nature whatsoever;
(ii) to the best of their knowledge, the portions of the buildings located on the Leased Premises that are used in the business of either the Company, Reserve or mechanics' liens which have not been executed uponR&M are each in good repair and condition, normal wear and tear excepted, and except for liensare in the aggregate sufficient to satisfy the Company's, encumbrances Reserve's and rights that do not R&M's current and would not reasonably be expected anticipated normal business activities as conducted thereat;
(iii) each of the Leased Premises
(a) has direct access to have public roads or access to public roads by means of a BFP Material Adverse Effect perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company's, Reserve's and, to the best of their knowledge, R&M's respective business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and
(iv) neither the Company, Reserve nor, to the best of their knowledge, R&M has received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and no such proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and, to interfere in the best of their knowledge, no such special assessment is contemplated by any material respect with the present use and enjoyment of such leasehold estate or interestGovernmental Authority.
Appears in 1 contract
Real Estate. (a) Schedule 2.19(a3.14 contains the legal descriptions and the street addresses of, and indicates the owner(s) attached hereto sets forth a trueof, correct and complete schedule any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by the Company as of the date hereof (the "Company Owned Properties"). There has been no real property (or any interest therein) owned by the Company within the past five years that is not owned as of the date of this Agreement Agreement. With respect to each such parcel of all real property owned by BFP or any of Company Owned Properties: (i) the BFP Subsidiaries. BFP or one of the BFP SubsidiariesCompany has good and marketable title, as indicated thereon, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all of the buildings, structures and other improvements located thereon free and clear of any covenants, conditions, easements and exceptions other than the Permitted Exceptions (as defined in Section 5.12), and of any Lien other than liens for real estate taxes not yet due and payable; (ii) there are no pending or threatened condemnation proceedings, suits or administrative actions relating to the Company Owned Properties or other matters affecting adversely the current use, occupancy or value thereof, (iii) the legal descriptions for the Company Owned Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) the buildings and improvements are located within the boundary lines of the described parcels of land and to the Company's knowledge are not in violation of applicable setback requirements, local comprehensive plan provisions zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted nonconforming structure" classifications), building code requirements, permits, licenses or other forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land; the land does not serve anyadjoining property for any purpose inconsistent with the use of the land; and the Company Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) all facilities have received all material mortgageapprovals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, deed of trustordinances, lien, pledge, security interest, claim, lease, charge, option, rules and regulations; (vi) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the Company Owned Properties, and there are no parties (other than the Company) in possession of any of the Company Owned Properties; (vii) there are no outstanding options or rights of first refusalrefusal to purchase any of the Company Owned Properties or any portion thereof or interest therein; (viii) all facilities located on the Company Owned Properties are supplied with utilities and other services necessary for their operation, easementall of which services are adequate in accordance with all applicable laws, restrictive covenantordinances, encroachment rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Company Owned Properties; (ix) the Company Owned Properties abut on and have adequate direct vehicular access to a public road and there is no pending or threatened termination of such access; (x) all improvements, buildings, plumbing, HVAC, electrical and other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or fixtures not used in the aggregatebusiness conducted by the Company and systems on the Company Owned Properties are in good repair, do not and would not reasonably be expected safe for occupancy; and (xi) there are no material Contracts relating to have a BFP Material Adverse Effect management or to interfere in similar matters which affect any material respect with of the present use and enjoyment of such real propertyCompany Owned Properties.
(b) Schedule 2.19(b) attached hereto 3.14 sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements to which Company is a party, which are for the use or occupancy of real estate owned by a third party ("Leases") (copies of which have previously been furnished to Level 8), in each case, setting forth (i) the lessor and lessee thereof and the commencement, date, term and renewal rights under which BFP or any each of the BFP Subsidiaries uses Leases, and (ii) the street address or occupies, or has the right to use or occupy any material real legal description of each property or improvements thereon covered thereby (the "BFP Real Property LeasesLeased Premises"). Except for The Leases are in full force and effect and have not been amended, and no party thereto is in default or breach under any such Lease. No event has occurred which, with the matters listed on said Schedule 2.19(b)passage of time or the giving of notice or both, BFP would cause a material breach of or default under any of such leases. With respect to each such Leased Premises: (i) the Company has a BFP Subsidiary, as indicated thereon, holds the valid leasehold estate under or other interest in each BFP Real Property Lease the Leased Premises, free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy other than statutory landlords' or mechanics' liens which have not been executed uponany nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Company are each in good repair and condition, normal wear and tear excepted, and except for liensare in the aggregate sufficient to satisfy the Company's current and reasonably anticipated normal business activities as conducted thereat; (iii) each of the Leased Premises
(a) has direct access to public roads or access to public roads by means of a perpetual access easement, encumbrances such access being sufficient to satisfy the current and rights that do reasonably anticipated normal transportation requirements of the business presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities conducted at such parcel; and (iv) the Company has not received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and would not reasonably be expected to have a BFP Material Adverse Effect no such proceeding is contemplated by any Governmental Authority; or to interfere in (b) any material respect with special assessment which may affect any of the present use Leased Premises, and enjoyment of no such leasehold estate or interestspecial assessment is contemplated by any Governmental Authority.
Appears in 1 contract
Real Estate. Schedule 3.11(a) (ai) Schedule 2.19(acontains the legal description of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) attached hereto sets forth a true, correct owned by the Seller as of the date hereof (the "Company Owned Properties"); and complete schedule (ii) lists all real property (or any interest therein) owned by the Seller within the past five years that is not owned by the Seller as of the date of this Agreement Agreement. With respect to each such parcel of all real property owned by BFP Company Owned Properties: (i) the Seller or any of the BFP Subsidiaries. BFP Brassie or one of the BFP Subsidiariestheir assignee has or will have at Closing good and marketable title, as indicated thereon, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all of the buildings, structures and other improvements located thereon free and clear of any material mortgagecovenants, deed conditions, easements and exceptions other than the permitted exceptions and of trustany Lien other than liens for real estate taxes not yet due and payable, lien(ii) there are no pending or, pledgeto the knowledge of the Shareholder or the Seller, security interestthreatened condemnation proceeding, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment suits or administrative actions relating to the Company Owned Properties or other survey defectmatters affecting adversely the current use, encumbrance occupancy or other restriction or limitation except value thereof; (iii) the legal descriptions for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or Company Owned Properties contained in the aggregatedeeds thereof describe such parcels fully and adequately; (iv) the buildings and improvements, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with if any, are located within the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as boundary lines of the date described parcels of this Agreement land and are not in violation of all material leasesapplicable setback requirements, subleaseslocal comprehensive plan provisions, easementszoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted nonconforming use" or "permitted non-conforming structure" classifications), rights-of-wayapplicable building code requirements, permits, licenses or other agreements under forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which BFP may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Company Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) all facilities, if any, have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations; (vi) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the Company Owned Properties, and there are no parties (other than the Seller) in possession of any of the BFP Subsidiaries uses Company Owned Properties; (vii) there are no outstanding options or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' first refusal or mechanics' liens which have not been executed upon, and except for liens, encumbrances and similar rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in purchase any material respect with of the present use and enjoyment of such leasehold estate or interest.Company Owned
Appears in 1 contract
Real Estate. The Company owns no real property other than the leasehold interests described in Schedule 3.17 (section (a) of such Schedule shall describe all leasehold interests with respect to Related Person lessors and section (b) of such Schedule shall describe all leasehold interests with respect to unrelated party lessors) attached hereto with respect to each parcel of real estate leased by the Company (the "Leased Real Estate"):
(a) Schedule 2.19(a3.17 contains a complete and accurate listing and description (including the parties, term, expiration date(s), address, and description of the leased premises) attached hereto sets of each written or oral lease regarding Leased Real Estate which is not likewise described on Schedule 3.16 hereto;
(b) Except as set forth a trueon Schedule 3.17 hereto, correct to the Knowledge of the Shareholder, there are no public improvements affecting any parcel of Leased Real Estate (collectively the "Real Estate"), including, but not limited to, water, sewer, sidewalk, street, alley, curbing, landscaping or related improvements, which have been commenced and/or completed and complete schedule as of for which an assessment has not been levied or, to the Shareholder's Knowledge, which may be levied after the date of this Agreement and, in each case which would become the obligation of the Purchaser by, upon or pursuant to assumption of the Leased Real Estate;
(c) Except as set forth in Schedule 3.17 hereto, there are no deferred real or personal 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;
(d) Except as set forth in Schedule 3.17 hereto, to the Company's, the Shareholder's or the Principals' Knowledge, there are no condemnation Proceedings pending or Threatened with respect to all real property owned by BFP or any part of any parcel of Leased Real Estate;
(e) To the Company's, the Shareholder's or the Principals' Knowledge, there are no existing conditions which, under Applicable Laws in effect prior to or as of the BFP Subsidiaries. BFP Closing Date, would require repair, alteration or one correction of any parcel of Real Estate and there are no conditions that could give rise to the same, in each case which would become the obligation of the BFP SubsidiariesPurchaser by, upon or pursuant to assumption of the Leased Real Estate;
(f) To the Company's, the Shareholder's or the Principals' Knowledge, except as indicated thereonset forth in Schedule 3.17 hereto, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all there are no existing structural, mechanical or other defects of material significance in any of the buildings, structures improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, located on any parcel of Real Estate which would become the obligation of the Purchaser by, upon or pursuant to assumption of the Leased Real Estate, and (b) all such buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems for which the Company is currently responsible, will be until the Closing Date, maintained in good repair, working order and condition, ordinary wear and tear excepted;
(g) Except as set forth in Schedule 3.17 hereto, the Company has not received any notice, and the Company, the Shareholder and/or the Principals have no Knowledge that, the improvements on each parcel of Real Estate and the Company's use thereof does not or may not comply in all material respects with any and all building, zoning, subdivision, traffic, parking, land use, occupancy, health and other Applicable Laws pertaining to the Real Estate or to the development, construction, management, use and operations of the improvements thereon;
(h) Except as set forth in Schedule 3.17 hereto, to the Knowledge of the Shareholder, the improvements located thereon free and clear on each parcel of Real Estate for which the Purchaser would have responsibility under any material mortgage, deed of trust, lien, pledge, security interest, claim, Leased Real Estate lease, chargeincluding fences, optiondriveways and other structures occupied, right used or claimed by the Company, are wholly within the boundary lines of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for such parcels of Real Estate and such improvements and the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, Company's present uses thereof do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with infringe or encroach upon the present use and enjoyment rights of such real property.any other Person; and
(bi) Except as set forth in Schedule 2.19(b) attached hereto sets forth a true3.17 hereto, correct and complete schedule as to the Knowledge of the date Shareholder, the Company has all operating Permits necessary for the operation of this Agreement the Business on the Leased Real Estate, and all such Permits are current. To the Knowledge of the Shareholder, except as set forth in Schedule 3.17, the Company has all material leases, subleases, easements, rightsor access through public utility easements, on to private property, construction permits, highway crossing licenses and permits (and other similar licenses and permits) and right-of-way, -licenses or other agreements under which BFP or any of reasonably necessary to conduct the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interestBusiness.
Appears in 1 contract
Real Estate. Schedule 3.17 contains a list of all easements under which the Company is the benefited party (the "Easements"). With respect to each parcel of real estate owned by the Company (the "OWNED REAL ESTATE"), and each parcel of real estate leased by the Company (the "LEASED REAL ESTATE"):
(a) SCHEDULE 3.17 contains a complete and accurate legal description of each parcel of Owned Real Estate and a description of each written or oral lease regarding Leased Real Estate which is not otherwise described on SCHEDULE 3.16 hereto;
(b) Except as set forth on SCHEDULE 3.17 hereto, to the Knowledge of Shareholders, there are no public improvements affecting any parcel of Owned Real Estate or Leased Real Estate (collectively the "REAL ESTATE"), including, but not limited to, water, sewer, sidewalk, street, alley, curbing, landscaping or related improvements, which have been commenced and/or completed and for which an assessment has not been levied or, to Shareholders' Knowledge, which may be levied after the date of this Agreement;
(c) Except as set forth in Schedule 2.19(a3.17 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;
(d) attached The Company is the sole owner in fee simple title of each parcel of Owned Real Estate and each such parcel is free and clear of any and all Encumbrances, except (i) those Encumbrances set forth in SCHEDULE 3.17 hereto, (ii) municipal zoning ordinances, recorded or platted easements for public utilities and recorded building and use restrictions and covenants, (iii) general real estate Taxes and installments of special assessments payable in the year of Closing, and (iv) minor survey exceptions, encumbrances, licenses, easements or reservations of, or rights of others for, oil, gas minerals, ores or metals, rights of way, sewers, electric lines, telegraph and telephone lines and other similar purposes, or zoning or other restrictions on the use of real property, minor defects in title or other similar charges or encumbrances not interfering in any material respect with the Ordinary Course of Business of the Company or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). To the Shareholders' Knowledge, the Permitted Encumbrances and those encumbrances set forth in SCHEDULES 3.17 hereto sets do not individually or in the aggregate materially impair or prohibit the Company's current use of the Owned Real Estate;
(e) Except as set forth in SCHEDULE 3.17 hereto, there are no condemnation Proceedings pending or, to the Shareholders' Knowledge, Threatened with respect to all or any part of any parcel of Real Estate;
(f) To the Shareholders' Knowledge, except for the Permitted Encumbrances and those encumbrances set forth in SCHEDULES 3.17 hereto, there are no private restrictions, covenants, or reservations which materially and adversely affect the use or occupancy of all or any part of any parcel of Owned Real Estate or any of the Easements;
(g) To Shareholder's Knowledge, there are no Applicable Laws requiring repair, alteration or correction of any existing condition on any parcel of Real Estate and, to Shareholders' Knowledge, there are no conditions that could give rise to the same;
(h) To the Shareholders' Knowledge, except as set forth in SCHEDULE 3.17 hereto, (a) there are no structural, mechanical or other defects of material significance in any of the buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, located on any parcel of Real Estate, and (b) all such buildings, improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, will be until the Date of Closing, maintained in good repair, working order and condition, ordinary wear and tear excepted;
(i) Except as set forth in SCHEDULE 3.17 hereto, the improvements on each parcel of Real Estate and the Company's or RFC's use thereof comply in all material respects with any and all building, zoning, subdivision, traffic, parking, land use, occupancy, health and other Applicable Laws pertaining to the Real Estate or to the development, construction, management, use and operations of the improvements thereon;
(j) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of Shareholders, the improvements located on each parcel of Real Estate, including fences, driveways and other structures occupied, used or claimed by the Company or RFC, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the Company's present uses thereof do not in any material respect infringe upon the rights of any other Person;
(k) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of Shareholders, no buildings, fences, driveways or other structures of any adjoining owner encroach upon any part of any parcel of Real Estate or any of the Easements; and
(l) Except as set forth in SCHEDULE 3.17 hereto, to the Knowledge of Shareholders, the Company and RFC have all operating permits necessary for the operation of the Business, and all such permits are current, except where the failure to have any such current operating permit in good order would not have a trueMaterial Adverse Effect on the Company or RFC. To the Knowledge of Shareholders, correct except as set forth in SCHEDULE 3.17, the Company has all easements, or access through public utility easements, on to private property, construction permits, highway crossing licenses and complete schedule permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business, except where the failure to have any such easement on to private property, construction permits, highway crossing licenses and permits (and other similar licenses and permits), and right-of-way licenses would not have a Material Adverse Effect. Purchaser and Shareholders recognize and agree that title commitments and surveys provided in accordance with Section 7.10 of this Agreement covering the Real Estate listed on SCHEDULE 7.10 hereof may contain additional information regarding said Real Estate of which the Shareholders do not have Knowledge as of the date of this Agreement of all real property owned by BFP or any of Agreement, and that such information will be included as appropriate in a Supplement to SCHEDULE 3.17; provided, however, that information contained in the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee title commitments and surveys shall remain subject to the real property described on said Schedule 2.19
(a) and to all provisions of the buildings, structures and other improvements located thereon free and clear of any material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date Section 7.10 of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or other agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interestAgreement.
Appears in 1 contract
Real Estate. (a) Schedule 2.19(a) attached hereto sets forth No Group Company owns a true, correct and complete schedule as of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all of the buildings, structures and other improvements located thereon free and clear of any material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere interest in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(bSection 3.9(b) attached hereto of the Schedules lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth a truethe name of the landlord, the name of the entity holding such leasehold interest and the street address of each Leased Real Property.
(c) True, correct and complete schedule as of the date of this Agreement copies of all material leases, subleases, easementslicenses, rights-of-wayamendments, licenses or extensions, guaranties and other material agreements under which BFP or any related thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Section 3.9(b) of the BFP Subsidiaries uses or occupiesSchedules sets forth a true and complete list of all Leases, including the date and name of the parties to each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease.
(d) The Leased Real Properties identified in Section 3.9(b) of the Schedules constitute all of the real property owned, leased, occupied, or otherwise utilized or intended to be utilized in connection with the business of the Group Companies.
(e) Except as set forth on Section 3.9(e) of the Schedules, with respect to each of the Leased Real Property: (i) the Lease for 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 other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company nor, to the knowledge of the Group Companies, any other party to the Lease is in breach or default under such Lease and, to the Group Companies’ knowledge, no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease; (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 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 any material real property or improvements thereon (the "BFP Leased Real Property Leases"(or any portion thereof). Except for the matters listed on said Schedule 2.19(b), BFP ; (vi) no Group Company has collaterally assigned or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or granted any other security interest in each BFP such Leased Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed uponany interest therein, and except for liens, encumbrances (vii) no Group Company’s possession and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and quiet enjoyment of the Leased Real Property under such leasehold estate or interestLease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease.
Appears in 1 contract
Sources: Merger Agreement (Software Acquisition Group Inc. III)
Real Estate. (ai) Schedule 2.19(a) attached hereto sets forth a true, correct Proler has good and complete schedule as of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee indefeasible title to the real property described on said Schedule 2.19
(a) and to all each parcel of the buildingsits Owned Property, structures and other improvements located thereon free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies and/or survey listed on Schedule 3.14(a), all of which policies have been previously delivered to MTLM.
(ii) there are no pending or, to the Knowledge of Proler, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof;
(iii) except as set forth on Schedule 3.14(a), the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land;
(iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in material mortgagecompliance with applicable laws, deed of trustordinances, lien, pledge, security interest, claim, lease, charge, option, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a);
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than the Proler Companies) in possession of the parcels of Owned Property, restrictive covenant, encroachment or other survey defect, encumbrance or than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other restriction or limitation except services necessary for the matters listed on said Schedule 2.19operation of such facilities;
(aix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road;
(x) all improvements and buildings on the Owned Property are in good repair and adequate for the use of such Owned Property in the manner in which presently used; and
(xi) there are no material service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyas set forth on Schedule 3.14(a).
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all There are no material leases, subleases, easements, rights-of-way, licenses or other similar agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or ) to which Proler is a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interestparty.
Appears in 1 contract
Real Estate. (a) Schedule 2.19(a3.14(a) attached hereto sets forth a truecontains the street addresses of, correct and complete schedule indicates the owner(s) of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by any of the Acquired Entities as of the date hereof (the "Company Owned Properties"). Except as listed on Schedule 3.14(b), there has been no real property (or any interest therein) owned by any of the Acquired Entities within the past five years that is not owned by such Acquired Entity as of the date of this Agreement Agreement. Schedule 3.14(c) contains the legal descriptions and the street addresses of all any real property (or any interest therein) which was owned by BFP the Shareholder or any of his Affiliates (the BFP Subsidiaries"Shareholder Owned Properties," and together with the Company Owned Properties, the "Owned Properties"), and used in any Acquired Entity's business which has been conveyed as additional contributions of capital, or otherwise conveyed, to any Acquired Entity other than such real property interests listed in Schedule 3.14(a). BFP or one Schedule 3.14(a) also sets forth the location and approximate size of, and description of the BFP Subsidiariesprincipal improvements and buildings on, the Owned Properties, together with a list of all title insurance policies and commitments relating to such properties, all of which policies and commitments have previously been delivered or made available to Republic by the Acquired Entities. With respect to each such parcel of Owned Properties: (i) the Acquired Entity that owns such parcel as indicated thereonin the Schedules to this Section 3.14 has good and marketable title, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all of the buildings, structures and other improvements located thereon free and clear of any material mortgagecovenants, deed conditions, easements and exceptions other than the Permitted Exceptions (as defined in Section 5.15), and of trustany Lien other than liens for real estate taxes not yet due and payable, lien(ii) there are no pending or, pledgeto the knowledge of the Shareholder or the Acquired Entities, security interestthreatened condemnation proceedings, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment suits or administrative actions relating to the Owned Properties or other survey defectmatters affecting adversely the current use, encumbrance occupancy or value thereof; (iii) the legal descriptions for the Owned Properties contained in the deeds thereof describe such parcels fully and adequately; (iv) except as provided on Schedule 3.14(d), (each of which is a "Permitted Exception") 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, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses or other restriction forms of approval, regulation or limitation except for the matters listed on said Schedule 2.19
(a) restrictions by any Governmental Authority, and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in than perimeter walls and fences owned by the aggregateAcquired Entities, do not and would encroach on any easement which may burden the land; the land does not reasonably be expected to have a BFP Material Adverse Effect or to interfere in serve any material respect adjoining property for any purpose inconsistent with the present use of the land; and enjoyment the Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained; (v) all facilities have received all material approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations; (vi) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the Owned Properties, and there are no parties (other than the Acquired Entities) in possession of any of the Owned Properties; (vii) there are no outstanding options or rights of first refusal or similar rights to purchase any of the Owned Properties or any portion thereof or interest therein, (viii) all facilities located on the Owned Properties are supplied with utilities and other services necessary for their operation, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Owned Properties; (ix) the Owned Properties abut on and have adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the Shareholder or the Acquired Entities, threatened termination of such real propertyaccess; and (x) all improvements, buildings and systems on the Owned Properties are in good repair, and safe for occupancy and use.
(b) Schedule 2.19(b3.14(e) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements to which any Acquired Entity is a party, which are for the use or occupancy of real estate owned by a third party ("Leases") (copies of which have previously been furnished to Republic), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under which BFP or any each of the BFP Subsidiaries uses Leases; (ii) the street address or occupies, or has legal description of each property covered thereby; and (iii) a brief description (including approximate size and function) of the right to use or occupy any material real property or principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"). Except for the matters listed on said The Leases are in full force and effect and have not been amended except as disclosed in Schedule 2.19(b3.14(e), BFP and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a BFP Subsidiary, as indicated thereon, holds material breach of or default under any of such leases. With respect to each such Leased Premises: (i) the Acquired Entity that is the lessee has a valid leasehold estate under or other interest in each BFP Real Property Lease the Leased Premises, which leasehold interest is free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy other than statutory landlords' or mechanics' liens which have not been executed uponany nature whatsoever; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the Acquired Entity are each in good repair and condition, normal wear and tear excepted, and except for liensare in the aggregate sufficient to satisfy the Acquired Entity's current and reasonably anticipated normal business activities as conducted thereat; (iii) each of the Leased Premises
(a) has direct access to public roads or access to public roads by means of a perpetual access easement, encumbrances such access being sufficient to satisfy the current and rights that do not reasonably anticipated normal transportation requirements of the business presently conducted at such parcel; and would not reasonably be expected (b) is served by all utilities in such quantity and quality as are sufficient to have a BFP Material Adverse Effect satisfy the current normal business activities conducted at such parcel; and (iv) no Acquired Entity or the Shareholder has received notice of (a) any condemnation proceeding with respect to interfere in any material respect with portion of the present use Leased Premises or any access thereto, and enjoyment no such proceeding is, to the best knowledge of the Acquired Entities and the Shareholder, contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Leased Premises, and, to the best knowledge of the Acquired Entities and the Shareholder, no such leasehold estate or interestspecial assessment is contemplated by any Governmental Authority.
Appears in 1 contract
Real Estate. (a) None of the Companies owns any real property or any interest therein except for the Retained Properties and except those properties as set forth on Schedule 2.19(a4.14(a) attached hereto (the properties listed on Schedule 4.14(a), the "Owned Properties"), which Schedule sets forth a truethe location and size of, correct and complete schedule principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 4.14(a), with respect to each such parcel of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Owned Property:
(i) each Company has good and marketable title to the real property described on said Schedule 2.19
(a) and to all each parcel of the buildingsits Owned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, deed covenants, and other restrictions which do not impair the current use, occupancy or value of trustthe property subject thereto, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for and (z) encumbrances and restrictions described in the matters title insurance policies listed on said Schedule 2.19
(a) and4.14(a), except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected all of which policies have been previously delivered to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyMTLM.
(b▇▇) Schedule 2.19(b) attached hereto sets forth a truethere are no pending or, correct and complete schedule as to the knowledge of the date Shareholders, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other matters materially affecting adversely the current use, occupancy or value thereof;
(iii) the legal descriptions for the parcels of this Agreement Owned Property contained in the deeds thereof describe such parcels fully and adequately; to the knowledge of all material leasesthe Shareholders, subleasesthe buildings and improvements are located within the boundary lines of the described parcels of land, easementsare not in violation of applicable setback requirements, rightslocal comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-ofconforming use" or "permitted non-wayconforming structure" classifications), building code requirements, permits, licenses or other agreements under forms of approval by any Governmental Authority, and do not encroach on any easement which BFP or may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the BFP Subsidiaries uses land; and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or occupies, subject to any similar type restriction for which any permits or has licenses necessary to the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which thereof have not been executed uponobtained;
(iv) to the knowledge of the Shareholders, all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in material compliance with applicable laws, ordinances, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 4.14(a);
(vi) there are no outstanding options or rights of first refusal to purchase the parcels of Owned Property, or any portion thereof or interest therein;
(vii) there are no parties (other than the Companies) in possession of the parcels of Owned Property, other than tenants under any leases disclosed in Schedule 4.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities as presently being used, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.are provided via
Appears in 1 contract
Real Estate. (a) None of the AAA Companies owns any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth the location and size of, and principal improvements and buildings on, the Owned Properties, together with a truelist of all title insurance policies relating to such properties, correct and complete schedule all of which policies have previously been delivered or made available to Republic by the AAA Companies. With respect to each such parcel of Owned Property except as set forth on Schedule 3.14(a):
(i) One of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee AAA Companies has good and marketable title to the real property described on said Schedule 2.19
(a) and to all each parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, deed covenants, and other restrictions which do not impair the current use, occupancy or value of trustthe property subject thereto, lienand (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a);
(ii) There are no pending or in good faith Threatened condemnation proceedings, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment suits or administrative actions relating to the Owned Properties or other survey defectmatters affecting adversely the current use, encumbrance occupancy or other restriction or limitation except value thereof;
(iii) The legal descriptions for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or parcels of Owned Property contained in the aggregate, do not deeds thereof describe such parcels fully and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with adequately; the present use buildings and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as improvements are located within the boundary lines of the date described parcels of this Agreement land, are not in violation of all material leasesapplicable setback requirements, subleases, easements, rights-of-way, licenses or other agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.local
Appears in 1 contract
Real Estate. (a) AA does not own any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth a truethe location and size of, correct and complete schedule principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Owned Property:
(i) AA has good and indefeasible title to the real property described on said Schedule 2.19
(a) and to all each parcel of the buildingsits Owned Property, structures and other improvements located thereon free and clear of any Lien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, covenants, and other restrictions which do not impair the current use, occupancy, or value of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies and/or survey listed on Schedule 3.14(a), all of which policies have been previously delivered to PHCI.
(ii) there are no pending or, to the Knowledge of AA, threatened condemnation proceedings, suits, or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, occupancy or value thereof;
(iii) except as set forth on Schedule 3.14(a), the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), building code requirements, permits, licenses, or other forms of approval by any Governmental Authority, and do not encroach on any easement which may burden the land;
(iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in material mortgagecompliance with applicable laws, deed of trustordinances, lienrules, pledge, security interest, claim, lease, charge, option, and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a);
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than AA) in possession of the parcels of Owned Property, restrictive covenant, encroachment or other survey defect, encumbrance or than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other restriction or limitation except services necessary for the matters listed on said Schedule 2.19operation of such facilities;
(aix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road;
(x) all improvements and buildings on the Owned Property are in good repair and adequate for the use of such Owned Property in the manner in which presently used; and
(xi) there are no material service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyas set forth on Schedule 3.14(a).
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all There are no material leases, subleases, easements, rights-of-way, licenses or other similar agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or ) to which AA is a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interestparty.
Appears in 1 contract
Real Estate. (a) Schedule 2.19(a) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP The Company or one of the BFP Subsidiaries, as indicated thereon, its Subsidiaries is the owner of good, marketable and insurable fee title to the real property land described on said Schedule 2.19
(ain Section 3.14(a) of the Company Disclosure Letter and to all of the buildings, structures and other improvements located thereon (collectively, the "Owned Real Property"), free and clear of any material mortgageall Liens except for Permitted Liens. For purposes of this Agreement, deed "Permitted Lien" means (i) Liens for Taxes not delinquent or the validity of trustwhich are being contested in good faith by appropriate proceedings and as to which adequate reserves have been established on the Company's financial statements in accordance with GAAP consistently applied; (ii) statutory landlord's, lienmechanic's, pledgecarrier's, security interestworkmen's, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment repairmen's or other survey defectsimilar Liens arising or incurred in the ordinary course of business and securing amounts that are not past due and as to which adequate reserves have been established on the Company's financial statements in accordance with GAAP consistently applied; and (iii) other Liens arising in the ordinary course of business, encumbrance other than liens for indebtedness or other restriction or limitation except for the matters listed on said Schedule 2.19
(a) andmonetary obligation, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, which do not and would not reasonably be expected to have a BFP Material Adverse Effect or to (x) interfere in any material respect with the present use and enjoyment or occupancy of the affected property as currently used or operated or (y) materially reduce the market value of the Real Property below the fair market value the Real Property would have had but for such real propertyencumbrance.
(b) Schedule 2.19(bSection 3.14(b)(1) attached hereto sets forth of the Company Disclosure Letter contains a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or and other agreements (including all modifications, amendments and supplements thereto) (collectively, the "Real Property Leases") under which BFP the Company or any of the BFP its Subsidiaries uses or occupies, occupies or has the right to use or occupy occupy, now or in the future, any material real property or improvements thereon (the land, buildings and other real property improvements covered by the Real Property Leases being herein called the "BFP Leased Real Property"), which schedule sets forth the date of and parties to each Real Property Lease, the date of and parties to each amendment, modification and supplement thereto, the term and renewal terms (whether or not exercised) thereof and a brief description of the Leased Real Property covered thereby. The Company has heretofore delivered to the Parent true, correct and complete copies of all Real Property Leases"). Each Real Property Lease is valid, binding and in full force and effect. Except for the matters listed on said Schedule 2.19(bin Section 3.14(b)(2) of the Company Disclosure Letter (collectively, the "Permitted Leased Real Property Exceptions"), BFP the Company or a BFP its Subsidiary, as indicated thereonapplicable, holds the leasehold estate under or other and interest in each BFP Real Property Lease free and clear of all liensLiens. There are no material disputes with respect to each Real Property Lease and except as disclosed in Section 3.14(b)(3) of the Company Disclosure Letter, encumbrances neither the Company, nor, to the knowledge of the Company, any other party to each Real Property Lease, is in breach or default under such Real Property Lease, and no event has occurred or failed to occur or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease. Except as set forth in Section 3.14(b)(4) of the Company Disclosure Letter, no consent by the landlord or other third party under any of the Real Property Leases is required in connection with the consummation of the transactions contemplated herein and each of the Real Property Leases will continue to be in full force and effect on identical terms following the Closing. Except as disclosed in Section 3.14(b)(5) of the Company Disclosure Letter, the Company or its Subsidiary has non-disturbance agreements with the landlord's lender with respect to each Real Property Lease.
(c) All of the land, buildings, structures and other rights improvements and all appurtenances thereto used by each of occupancy the Company and its Subsidiaries in the conduct of its business are included in the Owned Real Property and the Leased Real Property. The Leased Real Property and the Owned Real Property are hereinafter collectively referred to as the "Real Property."
(d) Section 3.14(d) of the Company Disclosure Letter contains a true, correct and complete schedule of all material leases, subleases, licenses and other agreements (including all modifications, amendments and supplements thereto) (collectively, the "Space Leases") granting to any person other than statutory landlords' the Company or mechanics' liens any of its Subsidiaries any right to the possession, use, occupancy or enjoyment of the Real Property or any portion thereof. The Company has heretofore delivered to the Parent true, correct and complete copies of all Space Leases.
(e) Neither the Company nor any of its Subsidiaries owns or holds, or is obligated under or a party to, any option, right of first refusal, right of first offer or other contractual right to purchase, acquire, sell or dispose of the Real Property or any portion thereof or interest therein.
(f) All buildings, structures, fixtures, building systems and equipment included in the Real Property (the "Structures") are in reasonably good condition and repair in all material respects and sufficient for the operation of the business of the Company, subject to reasonable wear and tear and subject to replacements and upgrades of fixed assets consistent with the Company's capital expenditures budget and in the ordinary course of business. There are no facts or conditions affecting any of the Structures which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the use or occupancy of the Structures or any portion thereof in the operation of the business of the Company.
(g) Neither the Company nor any of its Subsidiaries has received notice or has knowledge of any pending, threatened or contemplated condemnation proceeding affecting the Real Property or any part thereof or of any sale or other disposition of the Real Property or any part thereof in lieu of condemnation.
(h) The present use of the land and enjoyment Structures on the Real Property are in conformity in all material respects with all applicable laws, rules, regulations and ordinances, including all applicable zoning laws, land use laws and restrictions, building codes, setback requirements, ordinances and regulations and with all registered deeds, restrictions of record, reciprocal easement agreements or other agreements affecting such leasehold estate Real Property, and neither the Company nor any of its Subsidiaries has knowledge of any proposed change therein that would so affect any of the Real Property or interestits use and neither the Company nor any of its Subsidiaries has knowledge of any violation thereof. To the Company's or any applicable Subsidiary's knowledge, there exists no conflict or dispute with any regulatory authority or other Person relating to any Real Property or the activities thereon which would be reasonably likely to result in a Material Adverse Effect. No damage or destruction has occurred with respect to any of the Real Property that would reasonably be expected to result in a Material Adverse Effect.
(i) Section 3.14(i) of the Company Disclosure Letter sets forth a list of all construction and material alteration projects currently ongoing with respect to any Real Property (the "Construction Projects"). The Construction Projects are proceeding in a workmanlike fashion in compliance in all material respects with all applicable laws, rules, regulations and ordinances, and, to the Company's knowledge, there are no facts or conditions affecting any of the Construction Projects which would interfere in any significant respect with the completion of the Construction Projects, or the use, occupancy or operation thereof, which interference would reasonably be expected to result in a Material Adverse Effect. No Construction Project or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Real Property.
Appears in 1 contract
Real Estate. (a) The Company and each of its subsidiaries does not own any real property or any interest therein except as set forth on SCHEDULE 3.15(A) (the "Owned Properties"), which Schedule 2.19(a) attached hereto sets forth a true, correct and complete schedule as the location of the date Owned Properties. With respect to each such parcel of this Agreement of all real property owned by BFP or any of Owned Property, except as set forth on SCHEDULE 3.15(A): (i) the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Company has good and marketable title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (y) Liens for real estate taxes not yet due and payable, deed or (z) recorded easements, covenants, encumbrances and other restrictions which do not materially impair the current use or occupancy of trustthe property subject thereto, lienand any matters that would be disclosed by an accurate and current survey of each of the other parcels of the Owned Properties which would not materially impair the current use or occupancy of the property so surveyed; (ii) there are no pending or threatened condemnation proceedings, pledgesuits or administrative actions relating to the Owned Properties materially affecting adversely the current use, security interestoccupancy or value thereof; (iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately, claim, lease, charge, option, right and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) for which any permits or licenses necessary to the use thereof have not been obtained; (iv) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein; and (v) there are no parties (other than the Company and its subsidiaries) in possession of the parcels of Owned Property except pursuant to written leases entered into by the Company or a subsidiary thereof with respect thereto in the capacity as landlord.
(b) SCHEDULE 3.15(B) sets forth a list of all material leases, restrictive covenantlicenses or similar agreements to which the Company or its subsidiaries is a party, encroachment or other survey defect, encumbrance or other restriction or limitation except which are for the matters listed on said Schedule 2.19
use or occupancy of real estate owned by a third party and which are material to the operations or the business of the Company and its subsidiaries taken as a whole (a"Leases")(copies of which have previously been furnished to Red Cann▇▇), ▇n each case, setting forth (A) andthe lessor and lessee thereof, and (B) the street address of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect and have not been amended, and neither the Company or its subsidiaries nor, to the knowledge of the Company, any other party thereto is in material default or material breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a breach of or default under any of such Leases, except for any exceptions, easements, restrictive covenants, encroachments breaches or other survey defects, encumbrances, restrictions or limitations which, individually or defaults which in the aggregate, do not and would aggregate could not reasonably be expected to have a BFP Company Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyEffect.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or other agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.
Appears in 1 contract
Real Estate. (a) Seller does not own any real property. Schedule 2.19(a) attached hereto 3.13 sets forth a true, correct and complete schedule as the street address of each parcel of real estate used in the conduct of the Business of the date hereof (the “Leased Premises”). With respect to such Leased Premises:
(i) there are no pending or to the knowledge of this Agreement Seller, threatened, condemnation proceedings, suits or administrative actions relating to the Leased Premises or other matters affecting adversely the current use, occupancy or value thereof;
(ii) to the knowledge of all real property owned by BFP or any Seller, the buildings and improvements are located within the boundary lines of the BFP Subsidiaries. BFP or one described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances (and none of the BFP Subsidiariesproperties or buildings or improvements thereon are subject to “permitted non-conforming use” or “permitted non-conforming structure” classifications), as indicated thereonbuilding code requirements, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all of the buildings, structures and other improvements located thereon free and clear of any material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rights-of-waypermits, licenses or other agreements under forms of approval by any Governmental Authority, and do not encroach on any easement which BFP may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Leased Premises are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iii) the Leased Premises have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation of Seller’s business and have been operated and maintained in accordance with applicable laws, ordinances, rules and regulations;
(iv) there are no Contracts executed by Seller granting to any party or parties the right of use or occupancy of any portion of the parcels of Leased Premises;
(v) there are no outstanding options or rights of first refusal granted by Seller to purchase the parcels of Leased Premises, or any portion thereof or interest therein;
(vi) there are no parties (other than Seller) in possession of the BFP Subsidiaries uses Leased Premises;
(vii) the Leased Premises are supplied with utilities and other services necessary for the operation of the Leased Premises, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are to the knowledge of Seller adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or occupiesvia permanent, irrevocable, appurtenant easements benefiting the parcels of Leased Premises;
(viii) the Leased Premises abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the right parcel of Leased Premises; access to use the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or occupy any material real property to the knowledge of Seller threatened termination of the foregoing access rights;
(ix) all improvements and buildings on the Leased Premises are in good repair and are safe for occupancy and use; to the knowledge of Seller free from termites or improvements thereon other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (the "BFP Real Property Leases"). Except including plumbing, electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate Leased Premises in the manner in which presently used;
(x) there are no service contracts, management agreements or interest.similar agreements which affect the parcels of Leased Premises; and
Appears in 1 contract
Sources: Asset Purchase Agreement (RDE, Inc.)
Real Estate. (a) Schedule 2.19(a3.14 contains the street addresses of, and indicates the owner(s) attached hereto sets forth a trueof, correct and complete schedule any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) owned by any of the Acquired Entities as of the date hereof (the "Company Owned Properties"). There has been no real property (or any interest therein) owned by any of the Acquired Entities within the past five years that is not owned as of the date of this Agreement Agreement. Schedule 3.14 contains the legal descriptions and the street addresses of all any real property (or any interest therein) which was owned by BFP any of the Principals or any of their Affiliates (the BFP Subsidiaries. BFP or one of 'Principal Owned Properties," and together with the BFP SubsidiariesCompany Owned Properties, the "Owned Properties"), and used in any Acquired Entity's business which has been conveyed, as additional contributions of capital or otherwise conveyed, to any Acquired Entity. With respect to each such parcel of Owned Properties: (i) the Acquired Entity that owns such parcel as indicated thereonin the Schedules to this Section 3.14 has good and marketable title, is the owner of fee title to the real property described on said Schedule 2.19
(a) and to all of the buildings, structures and other improvements located thereon free and clear of any material mortgagecovenants, deed conditions, easements and exceptions other than the Permitted Exceptions (as defined in Section 5.15), and of trustany Lien other than liens for real estate taxes not yet due and payable, lien(ii) there are no pending or threatened condemnation proceedings, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment suits or administrative actions relating to the Owned Properties or other survey defectmatters affecting adversely the current use, encumbrance occupancy or other restriction or limitation except value thereof; (iii) the legal descriptions for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or Owned Properties contained in the aggregate, do not deeds thereof describe such parcels fully and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) Schedule 2.19(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all material leases, subleases, easements, rights-of-way, licenses or other agreements under which BFP or any of the BFP Subsidiaries uses or occupies, or has the right to use or occupy any material real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b), BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liens, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interest.adequately;
Appears in 1 contract
Real Estate. (a) The Fenn▇▇▇ ▇▇▇panies do not own any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth a truethe location and size of, correct and complete schedule principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Owned Property:
(i) The Fenn▇▇▇ ▇▇▇panies have good and marketable title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any Lien other than (x) liens for real estate taxes currently due and payable but not yet delinquent; (y) recorded easements, covenants, and other restrictions which do not materially impair the current use of the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), all of which policies have been previously delivered or made available to Republic by the Fenn▇▇▇ ▇▇▇panies;
(ii) there are no pending or, to the knowledge of the Fenn▇▇▇ ▇▇▇panies, threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties affecting adversely and materially the current use thereof;
(iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, are not in violation of applicable setback requirements, local comprehensive plan provisions, zoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) to the knowledge of the Fenn▇▇▇ ▇▇▇panies, all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained substantially in accordance with applicable laws, ordinances, rules and regulations in all material mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, respects;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a);
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than the Fenn▇▇▇ Companies) in possession of the parcels of Owned Property, restrictive covenantother than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) to the knowledge of the Fenn▇▇▇ ▇▇▇panies, encroachment all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or other survey defectvia permanent, encumbrance irrevocable, appurtenant easements benefitting the parcels of Owned Property;
(ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or other restriction has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or limitation threatened termination of the foregoing access rights;
(x) except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations whichconditions which would not reasonably, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect on the Fenn▇▇▇ ▇▇▇panies, all improvements and buildings on the Owned Property are in good repair (reasonable wear and tear excepted) and are safe for occupancy and use, free from termites or to interfere other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, electrical, air conditioning/heating, and sprinklers) are in any material respect with good working order and adequate for the present use and enjoyment of such real propertyOwned Property in the manner in which presently used; and
(xi) there are no service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except as set forth on Schedule 3.14(a).
(b) Schedule 2.19(b3.14(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements under ("Leases") to which BFP or any of the BFP Subsidiaries uses or occupiesFenn▇▇▇ ▇▇▇panies is a party (copies of which have previously been furnished to Republic), or has in each case, setting forth (A) the right to use or occupy any material real lessor and lessee thereof and the date and term of each of the Leases, (B) the legal description, including street address, of each property or covered thereby, and (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"), to the knowledge of the Fenn▇▇▇ ▇▇▇panies, all of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on Schedule 3.14(b), and to the knowledge of the Fenn▇▇▇ ▇▇▇panies, no party thereto is in default or breach under any such Lease. To the knowledge of the Fenn▇▇▇ ▇▇▇panies, no event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. To the knowledge of the Fenn▇▇▇ ▇▇▇panies, there is no breach or anticipated breach by any other party to such Leases. Except for the matters listed as set forth on said Schedule 2.19(b3.14(b), BFP or a BFP Subsidiarywith respect to each such Leased Premises:
(i) The Fenn▇▇▇ ▇▇▇panies have valid leasehold interests in the Leased Premises, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy other than statutory landlords' any nature whatsoever;
(ii) Except for matters or mechanics' liens conditions which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected expected, individually or in the aggregate, to have a BFP Material Adverse Effect on the Fenn▇▇▇ ▇▇▇panies, the portions of the buildings located on the Leased Premises that are used in each of the Fenn▇▇▇ ▇▇▇panies' businesses are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy each of the Fenn▇▇▇ ▇▇▇panies' current and reasonably anticipated normal business activities as conducted thereat;
(iii) Each of the Leased Premises
(a) has direct access to public roads or access to interfere public roads by means of a perpetual access easement; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and
(iv) None of the Fenn▇▇▇ ▇▇▇panies has received notice of (a) any material condemnation proceeding with respect with to any portion of the present use and enjoyment Leased Premises or any access thereto; or (b) any special assessment which may affect any of such leasehold estate or interestthe Leased Premises.
Appears in 1 contract
Real Estate. Schedule 3.15:
(a) Schedule 2.19(acontains the legal description of, any real property or any leasehold or other interest therein (including without limitation any option or other right or obligation to purchase any real property or any interest therein) attached hereto sets forth a true, correct and complete schedule as used throughout this agreement owned by the Acquired Entity as of the date hereof (the "Company Owned Properties"); and
(b) lists all real property (or any interest therein) owned by the Acquired Entity within the past five years that is not owned by the Acquired Entity as of the date of this Agreement Agreement. With respect to each such parcel of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee title to the real property described on said Schedule 2.19Company Owned Properties:
(ai) the Acquired Entity or Schwarzkopf or their assignee has or will have at Closing good and to all of the buildingsmarketable title, structures and other improvements located thereon free and clear of any material mortgagecovenants, deed of trustconditions, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or easements and exceptions other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19
than (a) andthe exceptions set forth in Schedule 3.15, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real property.
(b) any Lien (including the mortgage held by (CNL Commercial Finance Company) set forth in Schedule 2.19(b3.15, (c) attached hereto sets liens for real estate taxes not yet due and payable, as set forth a truein Schedule 3.15, correct and complete schedule as (d) the covenants, conditions, easements and exceptions set forth in Schedule 3.15;
(ii) there are no pending or, to the Knowledge of the date Acquired Entity and/or the Seller, threatened condemnation proceeding, suits or administrative actions relating to the Company Owned Properties or other matters affecting adversely the current use, occupancy or value thereof;
(iii) the legal descriptions for the Company Owned Properties contained in the deeds thereof describe such parcels fully and adequately;
(iv) the buildings and improvements, if any, are located within the boundary lines of this Agreement the described parcels of all material leasesland and are not in violation of applicable setback requirements, subleaseslocal comprehensive plan provisions, easementszoning laws and ordinances (and none of the properties or buildings or improvements thereon is subject to "permitted nonconforming use" or "permitted non-conforming structure" classifications), rights-of-wayapplicable building code requirements, permits, licenses or other agreements forms of approval, regulation or restrictions by any Governmental Authority, and do not encroach on any easement which may burden the land except as set forth in Schedule 3.15; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Company Owned Properties are not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(v) all facilities, if any, have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and to the Knowledge of the Acquired Entity and/or the Seller, have been operated and maintained in all material respects in accordance with applicable laws, ordinances, rules and regulations; provided, however, that representations and warranties under which BFP this subparagraph are in addition to, and not in lieu of, the representations and warranties made in Section 3.14 above;
(vi) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the Company Owned Properties, and there are no parties (other than the Acquired Entity) in possession of any of the BFP Subsidiaries uses Company Owned Properties;
(vii) there are no outstanding options or occupiesrights of first refusal or similar rights to purchase any of the Company Owned Properties or any portion thereof or interest therein;
(viii) all facilities, if any, located on the Company Owned Properties are supplied with utilities and other services necessary for their operation, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefiting the Company Owned Properties;
(ix) the Owned Properties abut on and have adequate direct vehicular access to a public road and there is no pending or, to the Knowledge of the Acquired Entity and/or the Seller, threatened termination of such access; and
(x) all improvements, buildings and systems on the Owned Properties are suitable for their current use. Seller has made available to Schwarzkopf copies of the right to use or occupy any material deeds and other instruments (as recorded) by which the Acquired Entity acquired such real property or improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b)and interests, BFP or a BFP Subsidiary, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear copies of all lienstitle insurance policies, encumbrances and other rights of occupancy other than statutory landlords' or mechanics' liens which have not been executed uponopinions, abstracts, and except for liens, encumbrances surveys in the possession of Seller or the Acquired Entity and rights that do not and would not reasonably be expected relating to have a BFP Material Adverse Effect such property or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interestinterests.
Appears in 1 contract
Sources: Stock Purchase Agreement (Semx Corp)
Real Estate. (a) Schedule 2.19(a) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee The Seller has marketable title to the real property described on said Schedule 2.19
(a) and to all of Real Estate, insurable by the buildingsIowa Finance Authority, structures and other improvements located thereon Title Guaranty Division, or a recognized national title insurance company, at standard rates, free and clear of any material mortgageEncumbrances except as set forth in Section 2.3, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, and such Encumbrances do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with impair the present current use and enjoyment occupancy of such real property.the Real Estate as a food warehousing and distribution facility (the "Intended Uses");
(b) Schedule 2.19(bthere are no (i) attached hereto sets forth pending or, to the knowledge of Seller, threatened condemnation proceedings relating to the Real Estate or any portion thereof, (ii) pending or, to the knowledge of Seller, threatened Actions relating to the Real Estate or any portion thereof, or (iii) to the knowledge of Seller other matters which may have a true, correct Material Adverse Effect on the Intended Uses and complete schedule occupancy of the Real Estate or any portion thereof;
(c) the buildings and improvements may be used as of right under applicable zoning and land use laws for the date Intended Uses, and are not in violation of this Agreement of all material zoning laws;
(d) there are no leases, subleases, easements, rights-of-way, licenses or agreements, written or oral, granting to any party or parties (other agreements under which BFP than the Seller) the right of use or occupancy of any portion of the Real Estate;
(e) there are no outstanding options or rights of first refusal to purchase the Real Estate, or any portion thereof or interest therein;
(f) all facilities located on the Real Estate are supplied with utilities and other services necessary for the current operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate for the Intended Uses and in accordance with all applicable laws, ordinances, rules and regulations;
(g) Seller has not received notice of, and to the best of the BFP Subsidiaries uses Seller's knowledge, there is no proposed or occupiespending proceeding to change or redefine the zoning classification of all or any portion of the Real Estate;
(h) the improvements constructed on the Real Estate are in all material respects in good condition, or has the right to use or occupy any free of insect infestation, and material real property or construction defects, and all mechanical and utility systems servicing such improvements thereon (the "BFP Real Property Leases"). Except for the matters listed on said Schedule 2.19(b)are in all material respects in good condition and proper working order, BFP or a BFP Subsidiaryfree of material defects, as indicated thereon, holds the leasehold estate under or other interest in each BFP case ordinary wear and tear excepted; provided, however, the Buyer acknowledges that the roof of the Real Property Estate leaks; and
(i) Seller has received no notice of any requirement of any insurance carrier requiring any modifications or work to be performed on the Real Estate or any facility subject to a Lease free and clear as a condition to the maintenance or renewal of all liens, encumbrances and other rights any policies or insurance in respect of occupancy other than statutory landlords' the Real Estate or mechanics' liens which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such leasehold estate or interestfacilities.
Appears in 1 contract
Sources: Asset Purchase Agreement (United Natural Foods Inc)
Real Estate. (a) The Company and its subsidiaries do not own any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth the location and size of, and principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of Owned Property:
(i) The Company or a true, correct subsidiary thereof has good and complete schedule as of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee marketable title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes currently due and payable but not yet delinquent; (y) recorded easements, deed covenants, and other restrictions which do not materially impair the current useof the property subject thereto, and (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), all of trustwhich policies have been previously delivered or made available to Republic by the Company;
(ii) there are no pending or, liento the knowledge of Brow▇ ▇▇▇ the Company, pledgethreatened condemnation proceedings, security interestsuits or administrative actions relating to the Owned Properties affecting adversely and materially the current use thereof;
(iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the buildings and improvements are located within the boundary lines of the described parcels of land, claimare not in violation of applicable setback requirements, leaselocal comprehensive plan provisions, chargezoning laws and ordinances and do not encroach on any easement which may burden the land; the land does not serve any adjoining property for any purpose inconsistent with the use of the land; and the Owned Properties are not located within any flood plain (such that a mortgagee would require a mortgagor to obtain flood insurance) or subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(iv) to the knowledge of the Company and Brow▇, option▇▇l facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained substantially in accordance with applicable laws, ordinances, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a);
(vi) there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than the Company and its subsidiaries) in possession of the parcels of Owned Property, restrictive covenantother than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) to the knowledge of the Company and Brow▇, encroachment ▇▇l facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or other survey defectvia permanent, encumbrance irrevocable, appurtenant easements benefitting the parcels of Owned Property;
(ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or other restriction has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or limitation threatened termination of the foregoing access rights;
(x) except for the matters listed on said Schedule 2.19
(a) and, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations whichconditions which would not reasonably, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect on the Company, all improvements and buildings on the Owned Property are in good repair (reasonable wear and tear excepted) and are safe for occupancy and use, free from termites or to interfere other wood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, electrical, air conditioning/heating, and sprinklers) are in any material respect with good working order and adequate for the present use and enjoyment of such real propertyOwned Property in the manner in which presently used; and
(xi) there are no service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except as set forth on Schedule 3.14(a).
(b) Schedule 2.19(b3.14(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements under ("Leases") to which BFP the Company or any of its subsidiaries is a party (copies of which have previously been furnished to Republic), in each case, setting forth (A) the BFP Subsidiaries uses or occupieslessor and lessee thereof and the date and term of each of the Leases, or has (B) the right to use or occupy any material real legal description, including street address, of each property or covered thereby, and (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"), to the knowledge of the Company and Brow▇, ▇▇l of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on Schedule 3.14(b), and to the knowledge of the Company and Brow▇, ▇▇ party thereto is in default or breach under any such Lease. To the knowledge of the Company and Brow▇, ▇▇ event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. To the knowledge of the Company and Brow▇, ▇▇ere is no breach or anticipated breach by any other party to such Leases. Except for the matters listed as set forth on said Schedule 2.19(b3.14(b), BFP with respect to each such Leased Premises:
(i) The Company or a BFP Subsidiarysubsidiary thereof has valid leasehold interests in the Leased Premises, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy other than statutory landlords' any nature whatsoever;
(ii) Except for matters or mechanics' liens conditions which have not been executed upon, and except for liens, encumbrances and rights that do not and would not reasonably be expected expected, individually or in the aggregate, to have a BFP Material Adverse Effect on the Company, theportions of the buildings located on the Leased Premises that are used in the Company's business are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the Company's current and reasonably anticipated normal business activities as conducted thereat;
(iii) Each of the Leased Premises
(a) has direct access to public roads or access to interfere public roads by means of a perpetual access easement; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and
(iv) Neither the Company nor its subsidiaries have received notice of (a) any material condemnation proceeding with respect with to any portion of the present use and enjoyment Leased Premises or any access thereto; or (b) any special assessment which may affect any of such leasehold estate or interestthe Leased Premises.
Appears in 1 contract
Real Estate. (a) HouTex does not own any real property or any interest therein except as set forth on Schedule 2.19(a3.14(a) attached hereto (the "Owned Properties"), which Schedule sets forth a truethe location and size of, correct and complete schedule principal improvements and buildings on, the Owned Properties. Except as set forth on Schedule 3.14(a), with respect to each such parcel of the date of this Agreement of all real property owned by BFP or any of the BFP Subsidiaries. BFP or one of the BFP Subsidiaries, as indicated thereon, is the owner of fee Owned Property:
(i) HouTex has good and indefeasible title to the real property described on said Schedule 2.19
(a) and to all parcel of the buildingsOwned Property, structures and other improvements located thereon free and clear of any material mortgageLien other than (x) liens for real estate taxes not yet due and payable; (y) recorded easements, deed covenants, and other restrictions which do not impair the current use, occupancy or value of trustthe property subject thereto, lienand (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 3.14(a), pledgeall of which policies have been previously delivered to MTLM.
(ii) there are no pending or, security interestthreatened condemnation proceedings, claimsuits or administrative actions relating to the Owned Properties or other matters affecting adversely the current use, leaseoccupancy or value thereof;
(iii) the legal descriptions for the parcels of Owned Property contained in the deeds thereof describe such parcels fully and adequately; the
(iv) all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable laws, chargeordinances, option, rules and regulations;
(v) there are no Contracts granting to any party or parties the right of use or occupancy of any portion of the parcels of Owned Property, except as set forth on Schedule 3.14(a);
(vi) except as may be contemplated by the Lease, there are no outstanding options or rights of first refusalrefusal to purchase the parcels of Owned Property, easementor any portion thereof or interest therein;
(vii) there are no parties (other than HouTex and its subsidiaries) in possession of the parcels of Owned Property, restrictive covenantother than tenants under any leases disclosed in Schedule 3.14(a) who are in possession of space to which they are entitled;
(viii) all facilities located on the parcels of Owned Property are supplied with utilities and other services necessary for the operation of such facilities, encroachment including gas, electricity, water, telephone, sanitary sewer and storm sewer, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and are provided via public roads or via permanent, irrevocable, appurtenant easements benefitting the parcels of Owned Property;
(ix) each parcel of Owned Property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefitting the parcel of Owned Property; access to the property is provided by paved public right-of-way with adequate curb cuts available; and there is no pending or threatened termination of the foregoing access rights;
(x) All improvements and buildings on the Owned Property are in good repair and are safe for occupancy and use, free from termites or other survey defectwood-destroying organisms; the roofs thereof are watertight; and the structural components and systems (including plumbing, encumbrance or other restriction or limitation except electrical, air conditioning/heating, and sprinklers) are in good working order and adequate for the matters listed on said Schedule 2.19use of such Owned Property in the manner in which presently used; and
(axi) andthere are no service contracts, management agreements or similar agreements which affect the parcels of Owned Property, except for any exceptions, easements, restrictive covenants, encroachments or other survey defects, encumbrances, restrictions or limitations which, individually or in the aggregate, do not and would not reasonably be expected to have a BFP Material Adverse Effect or to interfere in any material respect with the present use and enjoyment of such real propertyas set forth on Schedule 3.14(a).
(b) Schedule 2.19(b3.14(b) attached hereto sets forth a true, correct and complete schedule as of the date of this Agreement list of all material leases, subleases, easements, rights-of-way, licenses or other similar agreements under ("Leases") to which BFP or any HouTex is a party (copies of which have previously been furnished to MTLM), in each case, setting forth (A) the lessor and lessee thereof and the date and term of each of the BFP Subsidiaries uses or occupiesLeases, or has (B) the right to use or occupy any material real legal description, including street address, of each property or covered thereby, and (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "BFP Real Property LeasesLeased Premises"), all of which are within the property set-back and building lines of the respective property. The Leases are in full force and effect and have not been amended except as set forth on Schedule 3.14(b), and no party thereto is in default or breach under any such Lease. No event has occurred which, with the passage of time or the giving of notice or both, would cause a material breach of or default under any of such Leases. There is no breach or anticipated breach by any other party to such Leases. Except for the matters listed as set forth on said Schedule 2.19(b3.14(b), BFP or a BFP Subsidiarywith respect to each such Leased Premises:
(i) HouTex has valid leasehold interests in the Leased Premises, as indicated thereon, holds the leasehold estate under or other interest in each BFP Real Property Lease free and clear of all liensany Liens, encumbrances covenants and other rights easements or title defects of occupancy other than statutory landlords' or mechanics' liens which have not been executed uponany nature whatsoever;
(ii) The portions of the buildings located on the Leased Premises that are used in the business of HouTex are each in good repair and condition, normal wear and tear excepted, and except for liensare in the aggregate sufficient to satisfy
(iii) Each of the Leased Premises
(a) has direct access to public roads or access to public roads by means of a perpetual access easement, encumbrances such access being sufficient to satisfy the current and rights that do reasonably anticipated normal transportation requirements of HouTex's business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and
(iv) HouTex has not received notice of (a) any condemnation proceeding with respect to any portion of the Leased Premises or any access thereto, and would not reasonably be expected to have a BFP Material Adverse Effect no such proceeding is contemplated by any Governmental Authority; or to interfere in (b) any material respect with special assessment which may affect any of the present use Leased Premises, and enjoyment of no such leasehold estate or interestspecial assessment is contemplated by any Governmental Authority.
Appears in 1 contract