Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases. (b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. (c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect. (d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party. (e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels. (f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect. (g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens). (h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate. (i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others. (j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 3 contracts
Samples: Credit Agreement (Wynn Las Vegas LLC), Credit Agreement (Wynn Resorts LTD), Credit Agreement (Wynn Resorts LTD)
Real Estate. (a) As Part 3.12(a) of the Amended and Restated Effective Date, Sellers’ Disclosure Schedule 4.25(a) sets forth contains a true, complete and correct list of all the Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered Xxxxxxxx Companies own and have good and marketable fee simple title to the Administrative Agent true, complete Owned Real Estate free and correct copies clear of all such leases.
(bEncumbrances other than the Permitted Encumbrances. The Xxxxxxxx Companies hold a valid leasehold interest in and to the Other Real Estate. Except as set forth in Part 3.12(a) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties Sellers’ Disclosure Schedule, (i) (A) there are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been no commenced or, to the Borrower’s knowledgeKnowledge of Sellers, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, planned public improvements related to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Owned Real Estate that may result in special assessments for which the owner of such special or other assessments. There Real Estate would be responsible, and (B) to the Knowledge of the Sellers, there are no current, pending or, commenced or planned public improvements related to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Other Real Estate that may result in special assessments for which the lessee of such special Real Estate would be responsible; (ii) there is, to the Knowledge of Sellers, no planned condemnation or similar action or material change in any zoning or building ordinance materially and adversely affecting the Real Estate, (iii) to the Knowledge of the Sellers, the Real Estate is not in violation of any zoning law or use or occupancy restriction and (iv) (A) no part of the Owned Real Estate is located within a flood plain or lakeshore erosion hazard area and (B) to the Knowledge of Sellers, no part of the Other Real Estate is located within a flood plain or lakeshore erosion hazard area. No Xxxxxxxx Company has received any notice requiring material repairs, alterations or correction of any existing conditions of the Real Estate that have not been addressed. No Xxxxxxxx Company leases any real property, has options to purchase or lease real property or owns any real property interest therein other assessmentsthan the Real Estate.
(b) The Sellers have furnished or made available to the Purchaser true, correct and complete copies of all (i) title reports, if any, (ii) surveys, if any and (iii) deeds (as recorded), title holding or trust agreements under which any of the Real Estate have been conveyed to the Sellers.
(c) With respect to each parcel of Owned Real Estate:
(i) the Xxxxxxxx Companies are in compliance with all applicable zoning laws, deed restrictions and building codes, except for non-compliance which would not materially interfere with the present use of such Real Estate. To the Knowledge of Sellers, if any building or improvement located on any parcel of such Real Estate is damaged or destroyed, the Purchaser or the Xxxxxxxx Companies (as the case may be) would have the unconditional right under applicable existing zoning laws to rebuild such building or improvement;
(ii) the Xxxxxxxx Companies have all permits, licenses and approvals with respect to the ownership and the current use and occupancy of such Real Estate, other than those the lack of which would not materially interfere with the present use of such Real Estate (for purposes of this Section 3.12, individually, a “Real Estate Permit” and collectively, “Real Estate Permits”). All such Real Estate Permits are set forth on Part 3.12(c)(ii) of the Sellers’ Disclosure Schedule and are in full force and effect. The current use and occupancy of such Real Estate does not violate any such Real Estate Permits, and no Proceeding is pending or, to the Knowledge of the Sellers, threatened, to revoke, suspend, modify or limit any such Real Estate Permits. No such Real Estate Permits will be subject to revocation, suspension, modification or limitation as a result of this Agreement or the consummation of the transactions contemplated hereby;
(iii) except as disclosed on Part 3.12(c)(iii) of the Sellers’ Disclosure Schedule, there are no defects with respect to any such Real Estate which would impair, in any case that could reasonably be expected to result in a material liability respect, the operation of the business of the Xxxxxxxx Companies or the day-to-day use of such Real Estate or which would subject the Xxxxxxxx Companies to any Loan Partyliability under applicable law;
(iv) all buildings, structures, improvements, fixtures, building systems and equipment, pipelines, gathering systems, pumping systems, compression systems, and all components thereof (for purposes of this Section 3.12, the “Improvements”) are in good condition and repair, subject to normal wear and tear, and are usable in the ordinary course of business and, except as disclosed on Part 3.12(c)(iv) of the Sellers’ Disclosure Schedule, do not contain asbestos or other Hazardous Substances. To the Knowledge of the Sellers, there are no structural deficiencies affecting any of the Improvements, and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Xxxxxxxx Companies therein. All of the Improvements lie wholly within the boundaries of such Real Estate and do not encroach upon the property of, or otherwise conflict with, the property rights of any other Persons; and
(v) all facilities located on such Real Estate are supplied with utilities and other services necessary for the operation of such Real Estate as presently operated.
(d) With respect to each parcel of Other Real Estate, to the Knowledge of Sellers:
(i) the Xxxxxxxx Companies are in compliance with all applicable zoning laws, deed restrictions and building codes, except for non-compliance which would not materially interfere with the present use of such Real Estate. If any building or improvement located on any parcel of such Real Estate is damaged or destroyed, the Purchaser or the Xxxxxxxx Companies (as the case may be) would have the unconditional right under applicable existing zoning laws to rebuild such building or improvement;
(ii) the Xxxxxxxx Companies have all Real Estate Permits, other than those the lack of which would not materially interfere with the present use of such Real Estate. All such Real Estate Permits are set forth on Part 3.12(d)(ii) of the Sellers’ Disclosure Schedule and are in full force and effect. The current use and occupancy of such Real Estate does not violate any such Real Estate Permits, and no Proceeding is pending or threatened, to revoke, suspend, modify or limit any such Real Estate Permits. No such Real Estate Permits will be subject to revocation, suspension, modification or limitation as a result of this Agreement or the consummation of the transactions contemplated hereby;
(iii) there are no defects with respect to any such Real Estate which would impair, in any material respect, the operation of the business of the Xxxxxxxx Companies or the day-to-day use of such Real Estate or which would subject the Xxxxxxxx Companies to any liability under applicable law;
(iv) all Improvements are in good condition and repair, subject to normal wear and tear, and are usable in the ordinary course of business and do not contain asbestos or other Hazardous Substances. There are no structural deficiencies affecting any of the Improvements, and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Xxxxxxxx Companies therein. All of the Improvements lie wholly within the boundaries of such Real Estate and do not encroach upon the property of, or otherwise conflict with, the property rights of any other Persons; and
(v) all facilities located on such Real Estate are supplied with utilities and other services necessary for the operation of such Real Estate as presently operated.
(e) None Except as disclosed on Part 3.12(e) of the Loan Parties has sufferedSellers’ Disclosure Schedule, permitted or initiated the joint assessment there are no restrictions of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled nature on the ability of the Xxxxxxxx Companies to exception therefrom, assign and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is transfer their interests in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for the Purchaser (or its intended purposes. All roads designee) by operation by law and there are no consents of third parties necessary for the utilization of the Real Estate for its current purpose have been such assignment or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estatetransfer.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (Westinghouse Air Brake Technologies Corp)
Real Estate. (a) As of Except as set forth on Schedule 4.15, JE has good and marketable title to the Amended Real Estate located at The Welcome Business Center in Welcome, North Carolina, and Restated Effective Date, Schedule 4.25(a) sets forth Seller has a true, complete valid and correct list of all subsisting leasehold interest in and to the Leased Real Estate, including free and clear of any Encumbrance, except for installments of special assessments not yet delinquent, recorded easements, covenants and other restrictions, and utility easements, building restrictions, zoning restrictions, and other easements and restrictions existing generally with respect to properties of a brief description thereofsimilar character that do not, including, individually or in the case aggregate, affect materially and adversely the current use, occupancy, value or marketability of leases, title of the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesReal Estate.
(b) All There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to the Real Estate or other matters affecting materially and adversely the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirementsuse, and none occupancy or value thereof, or, to the Knowledge of the Loan Parties are non-conforming users of such Real EstateSeller, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effectany basis therefor.
(c) No Taking has been commenced orThe buildings and improvements are located within the boundary lines of the Real Estate, to the Borrower’s knowledgeare not in violation of applicable setback requirements, is contemplated zoning laws, and ordinances and do not encroach on any easement, except that with respect to all or any portion of any the Leased Real Estate or for the relocation foregoing is to the Knowledge of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectSeller.
(d) Except for those disclosed All plants, facilities and structures used in the Title Policies or as set forth on Schedule 4.25(d), as operation of the Amended business of EWD and/or EES are suitable for the purposes used, are adequate and Restated Effective Date there sufficient for all current operations of their respective businesses and, subject to ordinary wear and tear, are no currentin good operating condition and repair, pending or, except that with respect to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Leased Real Estate that may result in such special or other assessments. There are no current, pending or, the foregoing is to the knowledge Knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan PartySeller.
(e) None There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties other than the Companies the right of use or occupancy of any portion of the Loan Parties has sufferedReal Estate, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those except that with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsthe Leased Real Estate the foregoing is to the Knowledge of Seller.
(f) The use being made There are no outstanding options or rights of all first refusal to purchase the Real Estate is in conformity or any portion thereof or interest therein, except that with respect to the certificate of occupancy and/or such other Permits for such Leased Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, the foregoing is to the extent such non-conformity could not reasonably be expected to have a Material Adverse EffectKnowledge of Seller.
(g) There are no outstanding options parties other than the Companies in possession of the Real Estate, except that with respect to purchase or rights of first refusal or restrictions on transferability affecting any the Leased Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens)foregoing is to the Knowledge of Seller.
(h) All Ingress and egress to and from The Welcome Business Center in which certain Real Estate has is located and, to the Knowledge of Seller, to and from the property on which the Leased Real Estate is located, are provided over and across publicly dedicated paved streets, which are maintained by the local municipality and, to the Knowledge of Seller, there are no proposals to change such access roads adjoining or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit abutting the Real Estate or to be used for its intended purposes. All roads necessary for change the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit grade of such Real Estateaccess roads.
(i) Except as could notset forth on Schedule 4.15, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting the Real Estate or any appurtenance thereto or equipment thereonis serviced by adequate water, or sewer and utility service in connection with the use, operation or maintenance current and anticipated use thereof, violates any restrictive covenant affecting such except that with respect to the Leased Real Estate or encroaches on any easement or on any property owned by othersthe foregoing is to the Knowledge of Seller.
(j) Since The Real Estate and the Closing Dateimprovements erected thereon are currently located in an area whose zoning classification permits the development, use and operation of the Real Estate as currently used without special exception or permit, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller, and neither Seller nor EES has received any notice of any proceeding to change adversely or down-zone the existing zoning classification as to any portion of the Real Estate.
(k) Seller has delivered to Buyer copies of all certificates of occupancy with respect to the Real Estate located at The Welcome Business Center in Welcome, North Carolina.
(l) The improvements to the Real Estate have been constructed in accordance with, and comply with, all requirements of all applicable laws, ordinances, regulations and orders, including without limitation applicable zoning, building and fire safety codes and all restrictive covenants, if any, and other easements, encumbrances or agreements affecting title to the Real Estate, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller, and no written outstanding notices of violation of any law, regulation, ordinance, order or requirement has been received by the Seller or EES or their respective Affiliates. No portion of the Real Estate has suffered is a designated historic property or subject to any material damage by fire laws, ordinances, regulations or other casualty loss that has not heretofore been repaired and restored or is orders which, in the process event of being repaired and restored in accordance total or partial casualty, would prevent the reconstruction of the improvements to the Real Estate or the restoration of the current use of such improvements at the time of such casualty as a matter of right without special exception or permit, except that with Section 2.24.respect to the Leased Real Estate the foregoing is to the Knowledge of Seller
Appears in 2 contracts
Samples: Purchase Agreement (Atrium Companies Inc), Purchase Agreement (Atrium Companies Inc)
Real Estate. (a) As Section 4.16 of the Amended and Restated Effective Date, Allied Disclosure Schedule 4.25(a) sets forth as of the date hereof: (i) a true, complete and correct list of all Material Allied Owned Real Estate, including Property and (ii) a brief description thereof, includinglist of all Material Allied Real Property Leases, in the each case of leases, setting forth: (a) the street address, landlord nameif available, tenant name, current rent amount, lease date of each property covered thereby (the “Material Allied Leased Real Property”) and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All the name of the company or division operating at such premises. The Material Allied Owned Real Estate Property 21 and the current use thereof complies with all applicable Requirements Material Allied Leased Real Property are collectively referred to herein as the “Material Allied Real Property”. Each of Law (including building Allied and zoning ordinances the Allied Subsidiaries has good title to, or valid leasehold interests in, the Material Allied Real Property except for Permitted Liens and codes) defects in title, easements, restrictive covenants and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could notsimilar encumbrances that, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies aggregate, have not had or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could would not reasonably be expected to have a Material Adverse EffectEffect on Allied.
(gb) There Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Allied:
(i) all facilities located on Material Allied Real Property have received all approvals of applicable Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws;
(ii) there are no outstanding options to purchase or rights of first refusal to purchase the parcels of the Material Allied Owned Property, or restrictions on transferability affecting any Real Estate (other than those set forth in portion thereof or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).interest therein;
(hiii) All taken as a whole, all improvements and buildings on the Material Allied Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating Property are in good repair and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization use of such Material Allied Real Property in the manner in which presently used; and
(iv) with respect to the Material Allied Real Property Leases, (1) such leases are in full force and effect and are not subject to undisclosed amendments or modifications, (2) to the Knowledge of Allied, there is no breach or anticipated breach or default by any other party to such leases and (3) all rental and other payments due under each of the Material Allied Real Estate for its current purpose Property Leases have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored duly paid in accordance with Section 2.24the terms of such leases.
Appears in 2 contracts
Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a4.12(a) sets forth the street addresses of all 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) used or to be used in the operations of the Business (such parcels of real property and all improvements, facilities and fixtures thereon, are referred to herein collectively as the "REAL ESTATE"), and, for each parcel of Real Estate leased or subleased by Seller, Schedule 4.12(a) shall also include identification of the lease or sublease, and a true, complete and correct list of all Real Estatecontracts, including a brief description thereofagreements, including, in the case of leases, subleases, options and commitments, oral or written, affecting such real property or any interest therein to which Seller is a party or by which any of their interests in real property is bound (collectively, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date"REAL ESTATE LEASES"). The Borrower Seller has been in peaceable possession of the premises covered by each Real Estate Lease since the commencement of the original term of such Real Estate Lease. Seller has delivered to the Administrative Agent trueBuyer accurate, correct and complete and correct copies of all such leaseseach Real Estate Lease. At the Closing, Seller shall deliver to Buyer any consents or approvals of any parties required in connection with the transactions contemplated hereby with respect to the Real Estate Leases listed on Schedule 4.12(a). Except as set forth on Schedule 1.3, Seller does not own any real property used in connection with the Business.
(b) All Real Estate and the current use thereof complies with all applicable Requirements With respect to each parcel of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
: (ci) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of Seller or the BorrowerStockholders, proposed special threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof; (ii) all improvements, buildings and systems on any such parcel are in good operating condition, normal wear and tear excepted, and are safe for their current occupancy and use; (iii) except as set forth on Schedule 4.12(b), there are no contracts relating to service, management or similar matters to which Seller or the Stockholders is a party which affect any such parcel; (iv) Seller has not received any notice of any special tax, levy or assessment for benefits or betterments that affect any parcel of the Real Estate and, to the knowledge of Seller or the Stockholders, no such special taxes, levies or assessments are pending or contemplated; (v) there are no contracts granting to any party or parties the right of use or occupancy of any such parcel, and there are no parties (other than Seller) in possession of any such parcel; (vi) all facilities located on each such parcel are supplied with utilities and other services necessary for ad valorem taxestheir operation or use, all of which services are adequate in accordance with all applicable Laws; and (vii) for each such parcel abuts on and has adequate direct vehicular access to a public improvements or otherwise affecting any Real Estate, nor are road and there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are is no current, pending or, to the knowledge of Seller or the BorrowerStockholders, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit threatened termination of such Real Estateaccess.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Young Innovations Inc), Purchase and Sale Agreement (Young Innovations Inc)
Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a4.24(a) sets forth a true, complete and correct list of all owned or leased Real Estate, including a brief description thereof, including, in the case Estate Assets used or occupied by Borrower or any of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesits Subsidiaries.
(b) All The Real Estate Assets and the current use thereof complies comply with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and neither Borrower nor any of its Subsidiaries is a nonconforming user of any Real Estate Asset, and (ii) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, in each case except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking taking, condemnation or other eminent domain proceeding by any Governmental Authority has been commenced or, to the best of Borrower’s knowledge, is contemplated with respect to all or any portion of any material Real Estate Assets or for the any materially adverse relocation of roadways providing access to such Real Estate exceptAsset, in each case, case except as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower’s best knowledge, proposed special or other assessments for public improvements or otherwise affecting any Real EstateMortgaged Property, nor are there any contemplated improvements to such Real Estate Mortgaged Property that may result in such special or other assessments, in any each case other than such assessments that will be paid prior to delinquency or as could not reasonably be expected to result in have a material liability to any Loan PartyMaterial Adverse Effect.
(e) None Neither Borrower nor any of the Loan Parties has its Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate fee-owned Mortgaged Property with any other real property not owned by such Loan Party constituting a separate tax lot. The lot that would interfere with the legal foreclosure of such Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Property independent of any Real Estate Asset that is not a Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsProperty.
(f) Each of Borrower and its Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties, in each case except as could not reasonably be expected to have a Material Adverse Effect. Each of Borrower and its Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of its Real Estate Assets other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate Assets is in material conformity with the certificate of occupancy and/or or such other Permits permits, licenses, variances and certificates for such Real Estate Assets and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate exceptAssets, in each case, to the extent such non-conformity case except as could not reasonably be expected to have a Material Adverse Effect.
(g) There Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to Borrower’s best knowledge, as of the Closing Date, all Real Estate Assets being used for the conduct of the business of any Loan Party are free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used, except as could not reasonably be expected to have a Material Adverse Effect.
(h) As of the Closing Date, there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate (other than those Assets except as set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Lienson Schedule 4.24(h).
(hi) All Except as could not reasonably be expected to have a Material Adverse Effect, (i) all Real Estate has or is expected to Assets have adequate rights of access to public ways to permit the Real Estate Assets to be used for their intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all Real Estate Assets have the legal right to all public utilities necessary to permit the continued use and enjoyment of such Real Estate to be used for its intended purposes. All Assets, (iii) all roads necessary for the full utilization of the Real Estate Assets for its their current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateEstate Assets, and (iv) all reciprocal easement agreements affecting any Real Estate Asset are in full force and effect and Borrower is not aware of any defaults thereunder.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting a Real Estate Asset or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could reasonably be expected to materially adversely affect the value of such building, structure or appurtenance, in each case except as could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on such Mortgaged Property.
(jk) Since Each Real Estate Asset, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land), in each case except as could not reasonably be expected to have a Material Adverse Effect.
(l) As of the Closing Date, no portion of the any Real Estate Asset has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored or is to its original condition, in the process of being repaired and restored in accordance with Section 2.24each case except as could not reasonably be expected to have a Material Adverse Effect.
Appears in 2 contracts
Samples: Credit Agreement (Regal Entertainment Group), Credit Agreement (Regal Entertainment Group)
Real Estate. (a) As Section 4.8(a) of the Amended Disclosure Schedule lists and Restated Effective Datecontains a legal description of the real property owned by Shukla located in Waterbury Connecticut, Schedule 4.25(awith its mailing address at 000 Xxxxxx Xxxx Xxxx, Xxxxxxxxx, Xxxxxxxxxxx (the "Building") sets forth a true(the "Owned Real Property"), complete such description including an identification of the deed thereto and correct list any and all side letters and other agreements relating thereto, and the address and approximate size of the premises. Shukla will at Closing hold and convey to Purchaser good and marketable title in fee simple to the Owned Real Property and to all buildings, structures and other improvements thereon, in each case free and clear of all Real Estatetenancies and occupants (other than the occupancy by Reliable Precious Metals, including a brief description thereofInc.("RPM")) and free and clear of all Liens, includingsubject only to real estate taxes not yet due and payable, in the case and covenants, conditions, restrictions and easements of leasesrecord, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered none of which make title to the Administrative Agent true, complete and correct copies of all such leases.
(b) All owned Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, Property unmarketable and none of which are violated by the Loan Parties are non-conforming users of such Real Estate, except where noncompliance Seller or such non-conforming Shukla or will interfere with Purchaser's use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there thereof. There are no currentcondemnation proceedings, special assessments, impact fees or similar charges pending or, to the best knowledge of either Shukla or the BorrowerSeller, proposed special threatened in connection with the Owned Real Property, and neither nor Seller has received or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate been served with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those notice with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) any of the foregoing. The current use being made by the Seller of the Owned Real Property complies in all Real Estate is in conformity respects with the certificate of occupancy and/or such other Permits for such Real Estate applicable zoning laws and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
building and use restrictions (g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liensall agreements of the Seller applicable thereto).
(h) . Neither Shukla nor the Seller has any knowledge of any proposed change in the zoning or building ordinances affecting the Owned Real Property. Except for R P M, no third party, tenant or other occupant of space has any lease, license, option or other interest in occupancy or possession to the Owned Real Property, or any part thereof nor any right of refusal, option or other right to purchase the Owned Real Property. RPM is a tenant in the Building pursuant to an oral month-to-month lease. RPM occupies approximately one-eighth of the Building. There are no outstanding requirements or recommendations by any party including without limitation, any holders of an existing mortgage, or any federal, state or local governmental authority having or claiming jurisdiction over the Owned Real Property affecting all or a part of the Owned Real Property or any insurance companies or insurance-rating organizations, requiring or recommending that any repairs, alterations or other work be done on or at the Owned Real Property. All public utilities required for the operation of the Owned Real Estate has Property, or is expected any part thereof, either enter the Owned Real Property through adjoining public streets or if they pass through adjoining private land do so in accordance with valid public easements or private easements which will inure to the benefit of Purchaser. All of said public utilities are installed and operating and all installation and connection charges have adequate rights of been paid for in full. All curb cut and street opening permits or licenses required for vehicular access to and from any part of the Owned Real Property to any adjoining public ways street have been obtained and is paid for by Seller and shall be in full force and effect on the Closing Date. There are no service, maintenance or is expected union contracts affecting the Owned Real Property. Except as specified herein, Seller has received no violation or note or notice of violation, and to the best of Seller's knowledge, there exist no violation or note or notice of violation, of law of municipal, Labor Department or other governmental ordinances, orders, rules, regulations or requirement against or affecting the Owned Real Property, or any part thereof, and if any issue prior to the Closing Date, or after the Closing Date by reason of a condition which existed prior to the Closing Date, then Seller shall, at its sole cost and expense, promptly cause the same to be served by installedcured and dismissed of record and pay all fines and penalties in connection therewith. The buildings and any site improvements located on the Owned Real Property, operating and adequate waterany part thereof, electriceach conform to all requirements of any applicable zoning and building ordinances, gasorders, telephonerules, sewerregulations and requirements. No changes or alterations have been made to the buildings or site improvements, sanitary sewer which render the same in violation of any applicable zoning or building ordinance, order, rule, regulation or requirement or the existing certificate of occupancy (if any). Any changes or alterations to the building and storm drain facilitiessite improvements have been completed in full compliance with all applicable zoning or building ordinances, in each case as necessary to orders, rules, regulations or requirements. The existing zoning of the Owned Real Property and certificate of occupancy permit the Owned Real Estate Property to be used for its intended purposesthe Business. Seller has received no notice and has no knowledge of any requirement asserted by any governmental authority requiring the installation or modification of any sewers, sewerage disposal facilities, or other environmental protection system or facility. All roads necessary for oil burners, incinerators and other fuel burning devices at the utilization of the Owned Real Estate for its current purpose have been or are expected to be completed Property comply with all applicable federal, state and dedicated to public use local air pollution control laws, rules and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estateregulations, if any.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Rosecap Inc/Ny), Asset Purchase Agreement (Rosecap Inc/Ny)
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all Company owns no real property or any portion of any Real Estate right or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documentsinterest therein, including, without limitation, Permitted Liens)any option or other obligation to purchase any real property or any interest therein other than its interest in the Leased Premises.
(hb) All Real Estate has Schedule 3.14(b) sets forth a list of all leases, licenses or similar agreements ("Leases") to which the Company is expected a party, which are for the use or occupancy of real estate owned by a third party (copies of which have previously been furnished to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilitiesMedical Manager), in each case as necessary to permit case, setting forth (A) the Real Estate to be used for its intended purposes. All roads necessary for lessor and lessee thereof and the utilization commencement date, term and renewal rights of each of the Real Estate for its current purpose Leases, and (B) the street address or legal description of each property covered thereby (the "Leased Premises"). The Leases are in full force and effect and have not been amended, and no party thereto is in default or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities breach under any such Lease. No event has occurred which, with the passage of time or are the subject giving of access easements for the benefit notice or both, would cause a breach of or default under any of such Real Estate.
Leases. There is no breach or anticipated breach by any other party to such Leases. With respect to each such Leased Premises: (i) Except presuming adequate landlord's title in the Leased Premises, the Company has valid leasehold interests in the Leased Premises, free and clear of any Liens, covenants and easements or title defects of any 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 are in the aggregate sufficient to satisfy the Company's current and reasonably anticipated normal business activities as could not, individually or collectively, reasonably be expected conducted thereat; and (iii) the Company has not received notice of (a) any condemnation proceeding with respect to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered Leased Premises or any material damage access thereto, and no such proceeding is contemplated by fire any Governmental Authority; or other casualty loss that has not heretofore been repaired (b) any special assessment which may affect any of the Leased Premises, and restored or no such special assessment is in the process of being repaired and restored in accordance with Section 2.24contemplated by any Governmental Authority.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Medical Manager Corp), Asset Purchase Agreement (Medical Manager Corp)
Real Estate. (a) As Section 5.16 of the Amended and Restated Effective Date, Republic Disclosure Schedule 4.25(a) sets forth as of the date hereof: (i) a true, complete and correct list of all Material Republic Owned Real Estate, including Property and (ii) a brief description thereof, includinglist of all Material Republic Real Property Leases, in the each case of leases, setting forth: (a) the street address, landlord nameif available, tenant name, current rent amount, lease date of each property covered thereby (the “Material Republic Leased Real Property”) and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All the name of the company or division operating at such premises. The Material Republic Owned Real Estate Property and the current use thereof complies with all applicable Requirements Material Republic Leased Real Property are collectively referred to herein as the “Material Republic Real Property”. Each of Law (including building Republic and zoning ordinances the Republic Subsidiaries has good title to, or valid leasehold interests in, the Material Republic Real Property except for Permitted Liens and codes) defects in title, easements, restrictive covenants and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could notsimilar encumbrances that, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies aggregate, have not had or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could would not reasonably be expected to have a Material Adverse EffectEffect on Republic.
(gb) There Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Republic:
(i) all facilities located on Material Republic Real Property have received all approvals of applicable Governmental Entities (including licenses and permits) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws;
(ii) there are no outstanding options to purchase or rights of first refusal to purchase the parcels of the Material Republic Owned Real Property, or restrictions on transferability affecting any Real Estate (other than those set forth in portion thereof or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).interest therein; 31
(hiii) All taken as a whole, all improvements and buildings on the Material Republic Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating Property are in good repair and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization use of such Material Republic Real Property in the manner in which presently used; and
(iv) with respect to the Material Republic Real Property Leases, (1) such leases are in full force and effect and are not subject to undisclosed amendments or modifications, (2) to the Knowledge of Republic, there is no breach or anticipated breach or default by any other party to such leases and (3) all rental and other payments due under each of the Material Republic Real Estate for its current purpose Property Leases have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored duly paid in accordance with Section 2.24the terms of such leases.
Appears in 2 contracts
Samples: Merger Agreement (Allied Waste Industries Inc), Merger Agreement (Republic Services Inc)
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases[intentionally omitted].
(b) All The Real Estate Assets and the current use thereof complies comply with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and neither Borrower nor any of its Subsidiaries is a nonconforming user of any Real Estate Asset, and (ii) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, in each case except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking taking, condemnation or other eminent domain proceeding by any Governmental Authority has been commenced or, to the best of Borrower’s knowledge, is contemplated with respect to all or any portion of any material Real Estate Assets or for the any materially adverse relocation of roadways providing access to such Real Estate exceptAsset, in each case, case except as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower’s best knowledge, proposed special or other assessments for public improvements or otherwise affecting any Real EstateMortgaged Property, nor are there any contemplated improvements to such Real Estate Mortgaged Property that may result in such special or other assessments, in any each case other than such assessments that will be paid prior to delinquency or as could not reasonably be expected to result in have a material liability to any Loan PartyMaterial Adverse Effect.
(e) None Neither Borrower nor any of the Loan Parties has its Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate fee-owned Mortgaged Property with any other real property not owned by such Loan Party constituting a separate tax lot. The lot that would interfere with the legal foreclosure of such Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Property independent of any Real Estate Asset that is not a Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsProperty.
(f) Each of Borrower and its Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties, in each case except as could not reasonably be expected to have a Material Adverse Effect. Each of Borrower and its Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of its Real Estate Assets other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate Assets is in material conformity with the certificate of occupancy and/or or such other Permits permits, licenses, variances and certificates for such Real Estate Assets and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate exceptAssets, in each case, to the extent such non-conformity case except as could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to purchase or rights Borrower’s best knowledge, as of first refusal or restrictions on transferability affecting any the Closing Date, all Real Estate (other than those set forth Assets being used for the conduct of the business of any Loan Party are free from structural defects and all building systems contained therein are in or otherwise permitted under good working order and condition, ordinary wear and tear excepted, suitable for the Loan Documentspurposes for which they are currently being used, including, without limitation, Permitted Liens)except as could not reasonably be expected to have a Material Adverse Effect.
(h) All [intentionally omitted.]
(i) Except as could not reasonably be expected to have a Material Adverse Effect, (i) all Real Estate has or is expected to Assets have adequate rights of access to public ways to permit the Real Estate Assets to be used for their intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all Real Estate Assets have the legal right to all public utilities necessary to permit the continued use and enjoyment of such Real Estate to be used for its intended purposes. All Assets, (iii) all roads necessary for the full utilization of the Real Estate Assets for its their current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateEstate Assets, and (iv) all reciprocal easement agreements affecting any Real Estate Asset are in full force and effect and Borrower is not aware of any defaults thereunder.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting a Real Estate Asset or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could reasonably be expected to materially adversely affect the value of such building, structure or appurtenance, in each case except as could not reasonably be expected to have a Material Adverse Effect.
(jk) Since Each Real Estate Asset, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land), in each case except as could not reasonably be expected to have a Material Adverse Effect.
(l) As of the Closing Date, no portion of the any Real Estate Asset has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored or is to its original condition, in the process of being repaired and restored in accordance with Section 2.24each case except as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Real Estate. (a) As All leases and subleases for real property (each a “Lease” and collectively, “Leases”) to which Target is a party are in full force and effect against Target and are valid, binding and enforceable obligations of Target and, to the Knowledge of Target, the other parties thereto (assuming such Lease constitutes the valid and binding obligation of the Amended other parties thereto) and Restated Effective Dateare listed on Section 3.16 of the Target Disclosure Schedule, Schedule 4.25(a) sets forth except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and by general principles of equity, regardless of whether asserted in a true, complete and correct list of all Real Estate, including a brief description thereof, including, proceeding in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration dateequity or at law. The Borrower has delivered to the Administrative Agent true, complete True and correct copies of all such leasesLeases have been delivered to Acquiror. Target does not own any real property.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as Section 3.16 of the Amended Target Disclosure Schedule, Target is entitled to and Restated Effective Date has exclusive possession of the real estate to the extent subject to the Leases, other than subleases (the “Real Estate”). With respect to the Real Estate: (i) the Real Estate is not subject to any other lease, tenancy or license or any agreement to grant such lease, tenancy or license; (ii) there is no Person in possession or occupation of or to the Knowledge of Target who has or claims any right to possession or occupation of, the Real Estate; (iii) to Target’s Knowledge, there are no current, pending or, to easements on the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, adversely affecting the rights of Target therein to use the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably for the conduct of Target’s business as presently conducted and as proposed to be expected to result in a material liability to any Loan Party.
conducted; (eiv) None of the Loan Parties Target has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, paid all rents and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, service charges to the extent such non-conformity could rents and charges are due and payable under the Leases; (v) Target has not reasonably received written notice that there is any litigation pending or threatened in any way relating to the Real Estate; and (vi) Target has not received written notice that there is a condemnation, zoning or other land use regulation proceeding, either instituted or planned to be expected to have instituted that would constitute a Target Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions Effect on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways use and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization operation of the Real Estate for its current purpose have been as currently being used and operated by Target or that there are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are any special assessment proceedings affecting the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Sigmatel Inc)
Real Estate. (a) As Section 3.9 of the Amended and Restated Effective Date, Disclosure Schedule 4.25(a) sets forth a true, complete and correct list of all real property owned by the Company or any of its Subsidiaries (the "Owned Real EstateProperty"). The Company or its Subsidiaries have good and marketable title to the Owned Real Property and the Owned Real Property is not subject to any encumbrance other than (1) statutory Liens for current Taxes, including a brief description thereofspecial assessments or other governmental charges not yet due and payable or the amount or validity of which is being contested in good faith by appropriate proceedings and for which appropriate reserves have been established in accordance with GAAP, including(2) mechanics', materialmen's, carriers', workers', repairers' and similar statutory Liens arising or incurred in the case Ordinary Course of leasesBusiness, which Liens are not reasonably likely to have a material adverse effect on the street addressproperty that they encumber, landlord name(3) zoning, tenant nameentitlement, building and other land use regulations imposed by governmental agencies having jurisdiction over any Owned Real Property that are not violated in any material respect by the current rent amountuse and operation of the Owned Real Property, lease date or (4) covenants, conditions, restrictions, easements, encumbrances and lease expiration date. The Borrower has delivered to other similar matters of record affecting title but not adversely affecting the Administrative Agent true, complete and correct copies current occupancy or use of all such leasesthe Owned Real Property in any material respect.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none Section 3.9 of the Loan Parties are non-conforming users Disclosure Schedule sets forth a list of such Real Estateall leases of real property to which the Company or any of its Subsidiaries is a party (the "Leases"). The Company has made true and substantially complete copies of the Leases available to the Buyer. Each of the Leases is legal, except where noncompliance valid, binding, enforceable and in full force and effect. No action has been taken or such non-conforming use could notomitted by the Company, individually or collectivelyany of its Subsidiaries, and, to the Company's Knowledge, no other event has occurred or condition exists, that constitutes, or after notice or lapse of time or both would constitute, a default under any Lease or that would be reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there There are no currentwritten or oral leases, pending orsubleases, to the knowledge of the Borrowerlicenses, proposed special concessions or other assessments occupancy agreements granting any Person (other than for ad valorem taxesthe Company or its Subsidiaries) for public improvements the right of use or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge occupancy of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Owned Real Estate, nor are Property and there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate Person (other than those set forth in the Company, its Subsidiaries or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights lessors of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization any of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(ileased real property) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion in possession of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24leased real property.
Appears in 1 contract
Real Estate. (ai) As Use or occupy or conduct any activity on, or knowingly permit the use or occupancy of or the Amended and Restated Effective Dateconduct of any activity on any Real Estate owned by the Loan Parties or Material Subsidiaries (including any Collateral Properties) by any tenant, Schedule 4.25(ain any manner which violates any Legal Requirement or which constitutes a public or private nuisance in any manner which could (or could reasonably be expected to) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, (i) in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered Collateral Properties be materially adverse to the Administrative Agent trueSecured Parties, complete and correct copies (ii) in the case of all such leases.any other Real Estate, have a Material Adverse Effect or which makes void, voidable, or cancelable any insurance then in force with respect thereto or makes the maintenance of insurance in accordance with this Agreement commercially unreasonable (including by way of increased premium);
(bii) All without the prior written consent of the Required Lenders, except in connection with any construction, development or redevelopment of any real estate, initiate or permit any zoning reclassification of any Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of owned by the Loan Parties are non-conforming users or Material Subsidiaries or seek any variance under existing zoning ordinances applicable to any Real Estate owned by the Loan Parties or Material Subsidiaries or in any event use or knowingly permit the use of any Real Estate owned by the Loan Parties or Material Subsidiaries in such a manner which would result in such use becoming a nonconforming use under applicable zoning ordinances or other legal requirements if such nonconforming use could (i) in the case of the Collateral Properties, be materially adverse to the Secured Parties, and (ii) in the case of any other Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.;
(ciii) No Taking has been commenced orwithout the prior written consent of the Required Lenders, except in connection with any construction, development or redevelopment of any real estate, (i) impose any material easement, restrictive covenant, or encumbrance upon any Real Estate owned by the Loan Parties or Material Subsidiaries, other than the easements entered into the ordinary course of business and that would customarily be agreed to by a reasonably prudent land owner, (ii) execute or file any subdivision plat or condominium declaration affecting any Real Estate owned by the Loan Parties or Material Subsidiaries, or (iii) consent to the Borrower’s knowledge, is contemplated with respect to all or any portion annexation of any Real Estate owned by the Loan Parties or for the relocation of roadways providing access Material Subsidiaries to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.any municipality;
(div) Except for those disclosed in the Title Policies do or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting permit any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that act which could reasonably be expected to result in a material liability to any Loan Party.
(e) None of materially decrease the Loan Parties has suffered, permitted or initiated the joint assessment value of any Real Estate with any other real property not owned by such the Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes Parties as reflected in the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.most-recent appraisal (including by way of negligent act);
(fv) The use being made without the prior written consent of all Real Estate is in conformity with the certificate Required Lenders, take any affirmative action to permit any drilling or exploration for or extraction, removal or production of occupancy and/or such other Permits for such Real Estate any mineral, hydrocarbon, gas, natural element, compound or substance (including sand and any other reciprocal easement agreements, restrictions, covenants gravel) from the surface or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights subsurface of first refusal or restrictions on transferability affecting any Real Estate owned by the Loan Parties or Material Subsidiaries regardless of the depth thereof or the method of mining or extraction thereof;
(vi) without the prior consent of the Required Lenders, surrender the leasehold estate created by any applicable ground lease (accepted by the Agents and the Required Lenders) respecting any Real Estate or terminate or cancel any such ground lease or materially modify, change, supplement, alter, or amend any such ground lease, either orally or in writing; and
(vii) without the prior consent of the Required Lenders, remove (other than those set forth removal of fixtures in the ordinary course of business), demolish or otherwise permitted under adversely alter the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, Buildings in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization respect of the Real Estate for its current purpose have been Collateral Properties, or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities make or are the subject of access easements for the benefit of such Real Estate.
perform (i) Except as could not, individually any alteration to any Collateral Property that adversely effects (x) the value or collectively, reasonably be expected to have a Material Adverse Effect, no building Net Operating Income thereof or structure constituting Real Estate or (y) any appurtenance thereto or equipment thereonLoan Party’s financial condition, or (ii) any alterations to the use, operation or maintenance thereof, violates Collateral Properties during the continuation of any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by othersEvent of Default.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Samples: Financing Agreement (Wheeler Real Estate Investment Trust, Inc.)
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesCompany does not own any real property or any interest therein.
(b) All Real Estate and the current use thereof complies with SCHEDULE 4.13(B) sets forth a list of all applicable Requirements of Law leases, licenses or similar agreements (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected "Leases") to which the Company is a party (copies of which have a Material Adverse Effect.
(c) No Taking has previously been commenced or, furnished to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(dBuyer), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit setting forth (A) the Real Estate to be used for its intended purposes. All roads necessary for lessor and lessee thereof and the utilization date and term of each of the Real Estate for its Leases, (B) the legal description, including street address, of each property covered thereby, (C) a brief description (including size and function) of the principal improvements and buildings thereon (the "Leased Premises"), all of which are within the property set-back and building lines of the respective property and (D) a summary of the principal terms thereof, including the term, any renewal options, the current purpose rental and any rent escalations. 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 passage of time or the giving of notice or both, would cause a Breach of or default under any of such Leases. There is no Breach or anticipated Breach by any other party to any Lease. With respect to each of the Leased Premises:
(1) The Company has valid leasehold interests in the Leased Premises, free and clear of any Liens, covenants and easements or title defects of any nature whatsoever;
(2) The portions of the buildings located on the Leased Premises that are expected used in the business of the Company are each in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to be completed satisfy the current and dedicated reasonably anticipated normal business activities of the Company as conducted thereat;
(3) It (a) has direct access to public use roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and accepted reasonably anticipated normal transportation requirement of the businesses of the Company, as applicable, as presently conducted at such parcel; and (b) is served by all Governmental Authorities or utilities in such quantity and quality as are sufficient to satisfy the subject of access easements for the benefit of current normal business activities as conducted at such Real Estate.parcel; and
(i4) Except as could not, individually or collectively, reasonably be expected The Company has not received notice of (a) any condemnation Proceeding with respect to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered Leased Premises or any material damage access thereto, and no such Proceeding is contemplated by fire any Governmental Authority; or other casualty loss that has not heretofore been repaired (b) any special assessment which may affect any of the Leased Premises, and restored or no such special assessment is in the process of being repaired and restored in accordance with Section 2.24contemplated by any Governmental Authority.
Appears in 1 contract
Samples: Asset Purchase Agreement (Proxymed Inc /Ft Lauderdale/)
Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, guarantor name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Closing Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the ownership, occupancy, use or operation of the Mortgaged Properties in furtherance of the Permitted Business of the applicable Loan Party.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted LiensFinancing Agreements).
(h) All Real Estate (other than the Phase II Land) has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate (other than the Phase II Land) for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except Except, in each case, as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or restored. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
Appears in 1 contract
Real Estate. Seller does not now and has never owned real estate. With respect to each parcel of real estate leased by Seller (the "LEASED REAL ESTATE"):
(a) As SCHEDULE 5.14(a) contains a complete and accurate description of each written or oral lease regarding Leased Real Estate;
(b) Except as set forth on SCHEDULE 5.21 hereto, there are no public improvements affecting any parcel of Leased 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 against the Leased Real Estate or, to Seller's Knowledge, which may be levied against the Leased Real Estate after the date of this Agreement;
(c) There are no deferred property Taxes or assessments with respect to the Leased Real Estate which may or will become due and payable as a result of the Amended consummation of the transaction contemplated hereby;
(d) The Leased Real Estate is free and Restated Effective clear of any and all Encumbrances, except (i) those Encumbrances set forth in SCHEDULE 5.21 hereto, (ii) municipal zoning ordinances, recorded 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, 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 not interfering in any material respect with the Ordinary Course of Business of the Seller or with the use of the Leased Real Estate (collectively the "PERMITTED ENCUMBRANCES"). The Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 5.21 hereto do not individually or in the aggregate materially impair or prohibit the Seller's current use of the Leased Real Estate;
(e) Except as set forth in SCHEDULE 5.21 hereto, there are no condemnation Proceedings pending or, to which the Seller has Knowledge, Threatened with respect to all or any part of the Leased Real Estate;
(f) To the Seller's Knowledge, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 5.21 hereto, there are no private restrictions, covenants, or reservations which materially and adversely affect the use or occupancy of all or any part of the Leased Real Estate;
(g) To Seller's Knowledge, and except as set forth on SCHEDULE 5.21 hereto, there are no Applicable Laws requiring repair, alteration or correction of any existing condition on the Leased Real Estate and there are no conditions that could give rise to the same;
(h) To the Seller's Knowledge, except as set forth in SCHEDULE 5.21 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 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, will be until the Closing Date, Schedule 4.25(amaintained in good repair, working order and condition, ordinary wear and tear excepted;
(i) sets Except as set forth a truein SCHEDULE 5.21 hereto, complete the improvements on the Leased Real Estate and correct list the Seller'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 (excluding Environmental Laws which are subject to the representations set forth in Section 5.24) pertaining to the Leased Real Estate or to the development, construction, management, use and operations of all the improvements thereon;
(j) Except as set forth in SCHEDULE 5.21 hereto, the improvements located on the Leased Real Estate, including a brief description thereoffences, includingdriveways and other structures occupied or used by Seller, in are wholly within the case boundary lines of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Leased Real Estate and such improvements and the current use Seller's present uses thereof complies with do not in any material respect infringe upon the rights of any other Person;
(k) To Seller's Knowledge, except as set forth in SCHEDULE 5.21 hereto, no buildings, fences, driveways or other structures of any adjoining owner encroach upon any part of the Leased Real Estate; and
(l) Except as set forth in SCHEDULE 5.21 hereto, to the Knowledge of Seller, the Seller has all applicable Requirements operating permits necessary for the operation of Law (including building and zoning ordinances and codes) and with all Insurance Requirementsthe Business, and none of the Loan Parties all such permits are non-conforming users of such Real Estatecurrent, except where noncompliance the failure to have any such current operating permit in good order would not have a Material Adverse Effect on the Seller. To the Knowledge of Seller, except as set forth in SCHEDULE 5.21, the Seller has all easements, or 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 reasonably necessary to conduct the Business, except where the failure to have any such noneasement on to private property, construction permits, highway crossing licenses and permits (and other similar licenses and permits), and right-conforming use could not, individually or collectively, reasonably be expected to of-way licenses would not have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Real Estate. (a) As None of the Amended and Restated Effective DateCompanies owns, Schedule 4.25(a) sets forth a trueor since their respective inception has owned, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesany real property.
(b) All Schedule 4.11 lists all real property that any of the Companies leases, subleases or licenses from any other Person (the "Leased Real Estate Property"). Except as set forth on Schedule 4.11, with respect to each lease, sublease and license listed on Schedule 4.11, (i) the current use thereof complies with all lease, sublease or license is in full force and effect, and will remain so immediately following the Closing, and is the legal, valid, binding, and enforceable obligation of the Companies, except as such enforceability may be limited by applicable Requirements of Law insolvency, bankruptcy, reorganization, moratorium or other similar laws affecting creditors' rights generally, and applicable equitable principles (including building and zoning ordinances and codeswhether considered in a proceeding at law or in equity), (ii) and with all Insurance Requirementsthere is no, and none of the Loan Parties Companies has received notice of any, default by any of the Companies, (iii) to the knowledge of the Company, the other parties to each such lease, sublease and license are non-conforming users not in violation or default thereunder, and (iv) the Companies have provided or made available to the Buyer a true, correct and complete copy of each such Real Estatelease, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effectsublease and license.
(c) No Taking has been commenced orThere are no pending, to the Borrower’s knowledge, is contemplated with respect to or threatened condemnation or eminent domain proceedings against all or any portion of the Leased Real Property. There are no (i) public improvements which have been commenced or completed and for which an assessment may be levied against the Leased Real Property, or (ii) any planned improvements which may result in any assessment against the Leased Real Estate Property. None of the Companies has received any written notice of any violation of any zoning, entitlement, building or for other land use regulations or of any covenants, conditions, restrictions, or easements related to the relocation of roadways providing access to such Leased Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectProperty.
(d) Except for those disclosed All improvements located upon the Leased Real Property are in good condition and repair such that they may be used and operated as would be reasonably contemplated in the Title Policies or as set forth on Schedule 4.25(d), as conduct of the Amended Business and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements material deferred maintenance conditions exist with respect to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Partyimprovements.
(e) None of the Loan Parties has suffered, permitted The Companies have no existing or initiated the joint assessment contingent liabilities in respect of any Real Estate with any other leased real property not previously occupied by it or in which it owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those held any interest or in connection with respect to leasehold interests, otherwise dealt with which it acted as separate legal lots or parcelsguarantee.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Real Estate. SCHEDULE 5.14(a) contains a list of all easements under which the Seller is benefitted (the "Easements"). With respect to each parcel of real estate owned by the Seller (the "OWNED REAL ESTATE"), and each parcel of real estate leased by the Seller (the "LEASED REAL ESTATE") (the Owned Real Estate and the Leased Real Estate are collectively referred to herein as the "Real Estate") :
(a) As SCHEDULE 5.14(a) 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;
(b) Except as set forth on SCHEDULE 5.21 hereto, there are no public improvements affecting any parcel of Owned Real Estate or Leased 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 against the Real Estate or, to Seller's Knowledge, which may be levied against the Real Estate after the date of this Agreement;
(c) 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 Amended consummation of the transaction contemplated hereby; PROVIDED, HOWEVER, that certain property tax exemptions described in SCHEDULE 5.14 granted to Seller by Governmental Bodies may lapse and Restated Effective expire by reason of this transaction unless renewed or extended by such Governmental Body pursuant to the application and request of Purchaser.
(d) The Seller 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 5.21 hereto, (ii) municipal zoning ordinances, recorded 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, 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 not interfering in any material respect with the Ordinary Course of Business of the Seller or with the use or ownership of the Owned Real Estate (collectively the "PERMITTED ENCUMBRANCES"). The Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 5.21 hereto do not individually or in the aggregate materially impair or prohibit the Seller's current use of the Owned Real Estate;
(e) Except as set forth in SCHEDULE 5.21 hereto, there are no condemnation Proceedings pending or, to which the Seller has Knowledge, Threatened with respect to all or any part of any parcel of Real Estate;
(f) To the Seller's Knowledge, except for the Permitted Encumbrances and those Encumbrances set forth in SCHEDULE 5.21 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 Seller's Knowledge, and except as set forth on Schedule 5.21 hereto, there are no Applicable Laws requiring repair, alteration or correction of any existing condition on any parcel of Real Estate and there are no conditions that could give rise to the same;
(h) To the Seller's Knowledge, except as set forth in SCHEDULE 5.21 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 Closing Date, Schedule 4.25(amaintained in good repair, working order and condition, ordinary wear and tear excepted;
(i) sets Except as set forth a truein SCHEDULE 5.21 hereto, complete the improvements on each parcel of Real Estate and correct list the Seller'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 (excluding Environmental Laws which are subject to the representations set forth in Section 5.24) pertaining to the Real Estate or to the development, construction, management, use and operations of all the improvements thereon;
(j) Except as set forth in SCHEDULE 5.21 hereto, the improvements located on each parcel of Real Estate, including a brief description thereoffences, includingdriveways and other structures occupied, in used or claimed by the case Seller, are wholly within the boundary lines of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies such parcels of all such leases.
(b) All Real Estate and such improvements and the current use Seller's present uses thereof complies with do not in any material respect infringe upon the rights of any other Person;
(k) Except as set forth in SCHEDULE 5.21 hereto, 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 5.21 hereto, to the Knowledge of Seller, the Seller has all applicable Requirements operating permits necessary for the operation of Law (including building and zoning ordinances and codes) and with all Insurance Requirementsthe Business, and none of the Loan Parties all such permits are non-conforming users of such Real Estatecurrent, except where noncompliance the failure to have any such current operating permit in good order would not have a Material Adverse Effect on the Seller. To the Knowledge of Seller, except as set forth in SCHEDULE 5.21, the Seller has all Easements, or 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 reasonably necessary to conduct the Business, except where the failure to have any such noneasement on to private property, construction permits, highway crossing licenses and permits (and other similar licenses and permits), and right-conforming use could not, individually or collectively, reasonably be expected to of-way licenses would not have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Real Estate. None of the Companies owns or has ever owned any parcels of real property.Schedule 3.11 sets forth a list of all leases, licenses or similar agreements for the use or occupancy of real property to which the Companies are a party (“Real Property Leases”) copies of which have previously been furnished to Buyer, in each case setting forth: (a) As of the Amended lessor and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete lessee thereof and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete term of each of such leases and correct copies of all such leases.
(b) All the street address of each property covered thereby (the “Leased Premises”). The Real Estate Property Leases are in full force and the current use thereof complies with all applicable Requirements of Law (including building effect and zoning ordinances and codes) and with all Insurance Requirementshave not been amended, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending orCompanies nor, to the knowledge of the BorrowerSellers, proposed special any other party thereto, is in default or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting breach under any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in Property 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 by any Company under any of such special or other assessments. There are no current, pending orleases and, to the knowledge of the BorrowerSellers, proposed special there is no breach or anticipated breach by any other party to such leases. With respect to each of the Leased Premises: (i) the Companies, as applicable, have valid leasehold interests or other assessments for rights of use and occupancy in the Leased Premises, free and clear of any Liens on such leasehold interests or other rights of use and occupancy, or any covenants, easements or title defects known to or created by the Companies, except as do not materially adversely affect the occupancy or uses of such properties; (ii) the portions of the buildings located on the Leased Premises that are used in the business of the applicable Company are within the property setback and building lines of the respective property, are in good repair and condition, normal wear and tear excepted, and are in the aggregate sufficient to satisfy the applicable Company’s normal business activities as conducted thereat; (iii) each of the Leased Premises has direct access to public improvements roads or otherwise affecting any Real Estateaccess to public roads by means of a perpetual access easement, nor are there any contemplated improvements such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the applicable Company’s business as presently conducted at such Real Estate that may result parcel; (iv) each of the Leased Premises is served by all utilities in such special or other assessments, in any case that could reasonably be expected quantity and quality as are sufficient to result in a material liability to any Loan Party.
satisfy the current normal business activities as conducted at such parcel; (ev) None none of the Loan Parties Companies has suffered, permitted or initiated the joint assessment received notice of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those condemnation proceeding with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate Leased Premises or any access thereto and to the knowledge of the Sellers, no such proceeding is contemplated by any Governmental Authority; and (vi) none of the Companies has suffered received notice of any material damage special assessment which may affect any of the Leased Premises and to the knowledge of the Sellers, no such special assessment is contemplated by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24any Governmental Authority.
Appears in 1 contract
Real Estate. (a) As of the Amended All leases for real property (each a “Lease” and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leasescollectively, the street address“Leases”) to which Target is a party are in full force and effect and are binding and enforceable against the lessors, landlord nameexcept as such enforceability may be limited by bankruptcy, tenant nameinsolvency, current rent amountmoratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, lease date and lease expiration dateregardless of whether asserted in a proceeding in equity or at law. The Borrower has delivered to the Administrative Agent true, complete True and correct copies of all such leasesLeases, as amended or modified, have been provided or made available to Parent or its advisors.
(b) All To the knowledge of Target, (i) Target is entitled to and has exclusive possession of the real estate subject to the Leases (the “Real Estate”), (ii) the Real Estate and the current is not subject to any other legally binding lease, tenancy or license or any legally binding agreement to grant any such lease, tenancy or license that materially interferes with Target’s use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance (iii) there is no person in possession or such non-conforming occupation of, or who has any current right to possession or occupation of, the Real Estate other than Target, and (iv) there are no easements of any kind in respect of the Real Estate materially and adversely affecting the rights of Target to use could not, individually or collectively, reasonably be expected to have a Material Adverse Effectthe Real Estate for the conduct of its business.
(c) No Taking has been commenced or, With respect to the Borrower’s knowledgeReal Estate:
(i) Target is not in material default under the terms of the Leases;
(ii) to the knowledge of Target, the lessor is contemplated with respect not in material default under any of the terms of the Leases;
(iii) to all the knowledge of Target, (A) there is no condemnation, zoning or other land use regulation proceeding, either instituted or planned to be instituted, that would materially affect the use and operation of the Real Estate as currently being used and operated by Target, and (B) there are no special assessment proceedings affecting the Real Estate;
(iv) to the knowledge of Target, none of the Real Estate is located in (A) any special flood hazard area or zone on any official flood hazard map published by the United States Department of Housing and Urban Development (except as may pertain to possible 100-year flood plain status) or (B) any wetland area on any official wetland inventory map published by the United States Department of the Interior or any portion applicable state agency; and
(v) to the knowledge of any Target, all existing water, drainage, sewage and utility facilities relating to the Real Estate or are adequate for Target’s existing use and operation of the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually and all such facilities enter the Real Estate directly from public rights-of-way or collectively, reasonably be expected to have a Material Adverse Effectother public facilities.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to To the knowledge of Target, the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary zoned for the utilization of the Real Estate purposes for its current purpose have been or are expected to be completed and dedicated to public use and accepted which it is being used by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateTarget.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a4.2(a) sets forth a truecorrect and complete list as of the Closing Date of the location, complete by state and correct list street address, of all Real EstateProperty owned or leased by the Borrower and each of its Subsidiaries, including a brief description thereofidentifying which properties are owned and which are leased, including, in together with the case names and addresses of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesany landlords.
(b) All The Real Estate Properties and the current use thereof complies comply with all applicable Requirements of (i) Applicable Law (including building and zoning ordinances and codes) and with all Insurance Requirements), and none neither the Borrower nor any of the Loan Parties are non-conforming users its Subsidiaries is a nonconforming user of such any Real EstateProperty, except where noncompliance or such non-conforming use could notthe failure to do so, individually or collectivelyin the aggregate, could not reasonably be expected to have result in a Material Adverse Effect, and (ii) all insurance required to be maintained pursuant to Section 5.7.
(c) No Taking taking, condemnation or other eminent domain proceeding by any Governmental Authority has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any material Real Estate Property or for the any materially adverse relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectProperty.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower’s knowledge, proposed special or other assessments for public improvements or otherwise affecting any Real EstateProperty, nor are there any contemplated improvements to such Real Estate Property that may result in such special or other assessments, in any each case other than such assessments that will be paid prior to delinquency or as could not reasonably be expected to result in have a material liability to any Loan PartyMaterial Adverse Effect.
(e) None The Borrower and its Subsidiaries have obtained all material permits (including assembly permits), licenses, variances and certificates required by Applicable Law to be obtained by such Person and necessary to the use and operation of the Loan Parties has sufferedReal Properties, permitted or initiated the joint assessment of any Real Estate with any other real property in each case except as could not owned by such Loan Party constituting reasonably be expected to have a separate tax lotMaterial Adverse Effect. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate Property is in material conformity with the certificate of occupancy and/or or such other Permits permits, licenses, variances and certificates for such Real Estate Property and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, Property.
(f) Except for maintenance and repairs in each casethe ordinary course of business, to the extent such non-conformity Borrower’s best knowledge, as of the Closing Date, all Real Property being used for the conduct of the business of any Loan Party are free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used, except as could not reasonably be expected to have a Material Adverse Effect.
(g) There As of the Closing Date, there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate (other than those Property except as set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Lienson Schedule 4.2(g).
(h) All Real Estate has or is Except as could not reasonably be expected to have a Material Adverse Effect, (i) all Real Properties have adequate rights of access to public ways to permit the Real Properties to be used for their intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all Real Properties have the legal right to all public utilities necessary to permit the continued use and enjoyment of such Real Estate to be used for its intended purposes. All Properties, (iii) all roads necessary for the full utilization of the Real Estate Properties for its their current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateProperty, and (iv) all reciprocal easement agreements affecting any Real Property are in full force and effect and the Borrower is not aware of any defaults thereunder.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting a Real Estate Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could reasonably be expected to adversely affect the value of such building, structure or appurtenance. As of the Closing Date, all buildings, structures, appurtenances and equipment necessary for the use of each Real Property for the purpose for which it is currently being used are located on such Real Property.
(j) Since the Closing DateEach Real Property, no including each Leasehold Property, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land).
(k) No portion of the any Real Estate Property has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored or is to its original condition, in the process of being repaired and restored in accordance with Section 2.24each case except as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Samples: Credit Agreement
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all The Company does not own any Owned Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesProperty.
(b) All Section 4.20(b) of the Company Disclosure Letter sets forth the address of each Leased Real Estate Property, and a true, correct and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has made available to Parent a true, correct and complete copy of each such Lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto), and in the case of any oral Lease, a written summary of the material terms of such Lease. Each Lease is legal, valid, binding, enforceable and in full force and effect. Except for matters that, individually or in the aggregate, would not have a Company Material Adverse Effect or materially and adversely affect the current use thereof complies by the Company or the Company Subsidiaries of the Leased Real Property, with all applicable Requirements respect to each of Law the Leases: (including building i) the Company’s or a Company Subsidiary’s possession and zoning ordinances quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and codesthere are no disputes with respect to such Lease, (ii) and with all Insurance Requirementsneither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and none 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 under such Lease which has not been redeposited in full, (iv) neither the Company nor any Company Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to such Lease, (v) neither the Company nor any Company Subsidiary has subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, (vi) neither the Company nor any Company Subsidiary has collaterally assigned or granted any other security interest in such Lease or any interest therein, and (vii) there are no Encumbrances on the estate or interest created by such Lease. With respect to each Lease, the other party to such Lease is not an Affiliate of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance Company or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effectany Company Subsidiary.
(c) No Taking has been commenced or, to The Leased Real Property identified in Section 4.20(b) of the Borrower’s knowledge, is contemplated with respect to Company Disclosure Letter comprises all or any portion of any Real Estate or for the relocation real property used in the business of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effectthe Company and the Company Subsidiaries.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could notmatters that, individually or collectivelyin the aggregate, reasonably be expected to would not have a Company Material Adverse Effect, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company and the Company Subsidiaries, (ii) there are no building structural deficiencies or structure constituting Real Estate latent defects affecting any of the Improvements, and (iii) there are no facts or conditions affecting any of the Improvements which would interfere with the use or occupancy of the Improvements or any appurtenance thereto or equipment thereon, or portion thereof in the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired business of the Company and restored or is in the process of being repaired and restored in accordance with Section 2.24Company Subsidiaries.
Appears in 1 contract
Real Estate. The Seller Disclosure Schedule sets forth a list all real property owned in fee by the Acquired Companies (the "Owned Real Property"). With respect to each such parcel of Owned Real Property:
(a) As an Acquired Company has good and marketable title to the parcel of Owned Real Property, free and clear of any Encumbrance, except for Permitted Encumbrances;
(i) as of the Amended and Restated Effective Datedate hereof, Schedule 4.25(a) sets forth a trueto Seller's knowledge, complete and correct list of all Real Estatethere are no pending or threatened condemnation, including a brief description thereofexpropriation, includingeminent domain or other similar proceedings, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered lawsuits or administrative actions relating to the Administrative Agent true, complete Owned Real Property which materially and correct copies of all such leases.
(b) All Real Estate and adversely affect the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.occupancy thereof;
(cii) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no currentoutstanding written or oral rights, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal to purchase any parcel of Owned Real Property, or restrictions on transferability affecting any Real Estate portion thereof or interest therein, which have been granted to any other Person;
(iii) to Seller's knowledge, there are no parties (other than those set forth the Acquired Companies) in possession of or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).holding any rights to take possession of any parcel or portion of Owned Real Property; and
(hiv) All except for any matter which would not materially adversely affect the current use of a parcel of Owned Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installedProperty, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit (a) the Real Estate to be used for its intended purposes. All roads necessary legal description for the utilization parcel contained in the deed thereof describes such parcel fully and adequately, (b) to Seller's knowledge the buildings and improvements are located within the boundary lines of the Real Estate for its current purpose have been 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 are expected subject to be completed "permitted non-conforming use" or "permitted non-conforming structure" classifications), and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches do not encroach on any easement or on which may burden the land, (c) to Seller's knowledge the land does not serve any adjoining property owned by others.
(j) Since for any purpose inconsistent with the Closing Date, no portion current use of the Real Estate has suffered land, and (d) to Seller's knowledge the property is not located within any material damage by fire flood plain or other casualty loss that has subject to any similar type restriction for which any permits or licenses necessary to the use thereof have not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24obtained.
Appears in 1 contract
Real Estate. 3.15.1 The Company does not own (aand has not owned) As of the Amended and Restated Effective Date, any real property or interest therein.
3.15.2 Schedule 4.25(a) 3.15 sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered licenses or similar agreements relating to the Administrative Agent trueCompany’s use or occupancy of real property owned by a third party (“Leases”), complete true and correct copies of all which have previously been furnished to Buyer, in each case setting forth the lessor and lessee thereof, the date of the Lease, and the street address of each property covered thereby (the “Leased Premises”). The Leases are in full force and effect and have not been amended in writing or otherwise, and no party thereto is in default or breach under any such leasesLease. 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.
(b) All Real Estate 3.15.3 The Company has a valid leasehold interest in the Leased Premises, free and the current use thereof complies with all applicable Requirements clear of Law (including building any Encumbrances, covenants and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance easements or such non-conforming use title defects that have had or could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced oran adverse effect on the Company’s use and occupancy of the Leased Premises. The portions of the buildings located on the Leased Premises that are used in the business of the Company are 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 thereon and, to the Borrower’s knowledgeKnowledge of the Company, there is contemplated with respect no latent material defect in the improvements on any Leased Premises, the structural elements thereof, the mechanical systems (including, without limitation, all heating, ventilating, air conditioning, plumbing, electrical, utility and sprinkler systems) therein, the utility system servicing such Leased Premises and the roofs which have not been disclosed to Buyer in writing prior to the date of this Agreement. Each of the Leased Premises (a) has direct access to public roads or access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated future transportation requirements of the business conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are necessary and sufficient to satisfy the current and reasonably anticipated future business activities conducted at such parcel. Neither the Company nor any of its Affiliates has received notice of (a) any condemnation, eminent domain or similar proceeding affecting any portion of the Leased Premises or any Real Estate or for the relocation of roadways providing access to such Real Estate exceptthereto, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending orand, to the knowledge Knowledge of the BorrowerCompany, proposed no such proceedings are contemplated, (b) any special assessment or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting pending improvement liens to be made by any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that Governmental Authority which could reasonably be expected to result in a material liability to affect the Leased Premises, or (c) any Loan Party.
(e) None violations of the Loan Parties has suffered, permitted building codes and/or zoning ordinances or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those governmental regulations with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.Leased Premise
Appears in 1 contract
Samples: Purchase Agreement (Roadrunner Transportation Services Holdings, Inc.)
Real Estate. (ai) As of the Amended and Restated Effective Document Closing Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, guarantor name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Collateral Agent true, complete and correct copies of all such leases.
(bii) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(ciii) No Taking has been commenced or, to the best of the Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effecteffect.
(div) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Document Closing Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(ev) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(fvi) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the ownership, occupancy, use or operation of the Mortgaged Premises in furtherance of the Permitted Business of the applicable Loan Party.
(gvii) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted LiensFinancing Agreements).
(hviii) All Real Estate (other than the Phase II Land) has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the full utilization of the Real Estate (other than the Phase II Land) for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate. All reciprocal easement agreements affecting any Real Estate are in full force and effect, and Valvino and the Loan Parties are unaware of any defaults thereunder. Except for public streets and sidewalks, neither Valvino nor any of the Loan Parties uses or occupies any real property other than such Real Estate in connection with the use and operation of any Real Estate.
(iix) Except Except, in each case, as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect, no building or structure constituting a Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(jx) Since the Closing Date, no No portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or restored. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
Appears in 1 contract
Samples: Loan Agreement (Wynn Las Vegas LLC)
Real Estate. (a) As of The Company has no interest in any real estate except that the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of Company leases, as tenant, the street addresspremises described on Schedule 2.5-1 attached -------------- hereto (the "Leased Premises") and the Company owns the property described on Schedule 2.5-2 as owned by the Company (the "Owned Premises," and together with -------------- the Leased Premises, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true"Premises").
(b) True, complete and correct copies of the lease agreements pertaining to the Leased Premises are described on Schedule 2.5-3 and have been -------------- delivered to Buyer and initialled by Seller for identification (individually a "Lease" and collectively the "Leases"). The Company has paid all such leases.
(b) All Real Estate amounts due and is not in default under any of the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance RequirementsLeases, and none there exists no condition or event which, with the passage of time, the giving of notice or both, will constitute a default under or breach of any of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse EffectLeases.
(c) No Taking The transfer of the Shares to Purchaser will not constitute a default under any of the Leases, except as described on Schedule 2.5-4, and the -------------- Company shall obtain the consent of the landlord for the Leases described on Schedule 2.5-4. --------------
(d) The Company knows of no pending or proposed eminent domain proceeding or assessment for public improvements with respect to any of the Premises which could adversely affect the use, operation or value of the Business or the Assets.
(e) The Company has been commenced orreceived no notice from any insurance carrier or landlord for any of the Premises notifying the Company of the need to undertake any repairs, alterations or construction or to take any action with respect to any of the Premises.
(f) Except as described on Schedule 2.5-5, each of the Premises -------------- and all of the buildings, fixtures and improvements owned or leased by the Company, and all heating and air conditioning equipment, plumbing, electrical and other mechanical facilities which are part of, or located on or in, such buildings or improvements are in good operating condition and repair, and do not require any repairs other than normal routine maintenance to maintain them in good operating condition and repair.
(g) All taxes currently due and payable with respect to the Borrower’s knowledgeOwned Premises have been paid, the Owned Premises each constitute a separate tax parcel and each are separately assessed for real estate tax purposes and there is contemplated no abatement in effect with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem real estate taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has contractors, subcontractors and other persons or is expected to have adequate rights of access to public ways and is entities furnishing work, labor, materials or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used supplies for its intended purposes. All roads necessary for the utilization any development or construction work done at any of the Real Estate for its current purpose Premises have been paid in full and there are no claims against the Company or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstatePremises in connection therewith.
(i) Except Title to the Owned Premises is free and clear of all liens, restrictions, easements, encumbrances, leases, tenancies and other title objections, except for the "Permitted Encumbrances," which shall mean the items set forth as could not, individually or collectively, reasonably be expected exceptions to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or title on the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches existing policies of Owner's fee identified by number for each Owned Premises on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Schedule 2.5-6 attached hereto. -------------- Section 2.24.2.6
Appears in 1 contract
Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a4.24(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereofEstate used or occupied by either of the Borrowers or any of their respective Subsidiaries, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has Borrowers have delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All The Real Estate and the current use thereof complies with (i) all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements), and none of the Loan Parties are relevant Borrower or its subsidiary is not a non-conforming users user of such Real Estate, and (ii) all Insurance Requirements, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the best of each Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate exceptother than the Kent 6 Theatre property in Kent, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectWashington.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the best knowledge of the BorrowerBorrowers, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None Neither of the Loan Parties has Borrowers nor any of their respective Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided All owned Real Estate is comprised of one or entitled to exception therefrommore parcels, each of which constitutes a separate tax lot and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, none of which constitutes a portion of any other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelstax lot.
(f) Each of the Borrowers and their respective Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Estate. The use being made of all Real Estate is in material conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse EffectEstate.
(g) Except as set forth on Schedule 4.24(g), all Real Estate is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used.
(h) No Person has any possessory interest in any Real Estate or right to occupy any Real Estate except Holdings and its Subsidiaries. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens)Estate.
(hi) All Real Estate has or is expected to have adequate rights of access to public ways to permit the Real Estate to be used for its intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as . All public utilities necessary to permit the continued use and enjoyment of the Real Estate and Holdings and its Subsidiaries have the legal right to be used for its intended purposesthe continued use thereof. All roads necessary for the full utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate. All reciprocal easement agreements affecting any Real Estate are in full force and effect and neither Borrower is aware of any defaults thereunder. Except for public streets and sidewalks, neither Borrower nor any of its respective Subsidiaries uses or occupies any real property other than such Real Estate in connection with the use and operation of any Real Estate.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Estate. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage.
(jk) Since the Closing DateEach parcel of Real Estate, no including each lease, has adequate available parking to meet legal and operating requirements.
(l) No portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored or to its original condition. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
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Real Estate. (a) As of the Amended and Restated Restatement Effective Date, Schedule 4.25(a4.24(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereofEstate used or occupied by Holdings or any of its Subsidiaries, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has As of the Restatement Effective Date, the Borrowers have delivered to the Administrative Agent true, complete and correct copies of all such leasesleases relating to the Mortgaged Properties.
(b) All The Real Estate and the current use thereof complies with (i) all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements), and none of the Loan Parties are relevant Borrower or its subsidiary is not a non-conforming users user of such Real Estate, and (ii) all Insurance Requirements, in each case, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the best of each Borrower’s 's knowledge, is contemplated with respect to all or any portion of any material Real Estate or for the any materially adverse relocation of roadways providing access to such Real Estate exceptother than the Kent 6 Theatre property in Kent, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectWashington.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the best knowledge of the BorrowerBorrowers, proposed special or other assessments for public improvements or otherwise affecting any Real EstateMortgaged Properties, nor are there any contemplated improvements to such Real Estate Mortgaged Properties that may result in such special or other assessments, in any case each case, other than such assessments that could reasonably will be expected paid prior to result in a material liability to any Loan Partydelinquency.
(e) None Neither of the Loan Parties has Borrowers nor any of their respective Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate Mortgaged Property with any other real property not owned by such Loan Party constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Property independent of any property that is not a Mortgaged Property. All owned Real Estate is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) Each of the Borrowers and their respective Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties. Each of the Borrowers and their respective Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Estate other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate is in material conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse EffectEstate.
(g) Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to the best knowledge of Borrowers, as of the Restatement Effective Date, all Real Estate is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used.
(h) No Person other than Holdings and its Subsidiaries has any possessory interest in any Real Estate or right to occupy any Real Estate except for leases, subleases and concessions (i) in the ordinary course of business and (ii) on terms no less favorable to Holdings or the relevant Subsidiary than terms that were available to unaffiliated parties in the market generally at the time entered into. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate (other than those except as set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Lienson Schedule 4.24(h).
(hi) All Except as could not reasonably be expected to have a material adverse effect on the affected Property, (i) all Real Estate has or is expected to have adequate rights of access to public ways to permit the Real Estate to be used for its intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all public utilities necessary to permit the continued use and enjoyment of the Real Estate and Holdings and its Subsidiaries have the legal right to be used for its intended purposes. All the continued use thereof, (iii) all roads necessary for the full utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate and (iv) all reciprocal easement agreements affecting any Real Estate are in full force and effect and neither Borrower is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the value or utility of adjacent or nearby Real Estate, neither Holdings nor any of its Subsidiaries uses or occupies any real property other than such Real Estate in connection with the use and operation of any Real Estate.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Estate. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage.
(jk) Since Each parcel of Real Estate, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land).
(l) As of the Closing Restatement Effective Date, no portion of the Real Estate has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored or to its original condition. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
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Real Estate. (a) As of the Amended and Restated Restatement Effective Date, Schedule 4.25(a4.24(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereofEstate used or occupied by Holdings or any of its Subsidiaries, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has As of the Restatement Effective Date, the Borrowers have delivered to the Administrative Agent true, complete and correct copies of all such leasesleases relating to the Mortgaged Properties.
(b) All The Real Estate and the current use thereof complies with (i) all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements), and none of the Loan Parties are relevant Borrower or its subsidiary is not a non-conforming users user of such Real Estate, and (ii) all Insurance Requirements, in each case, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the best of each Borrower’s 's knowledge, is contemplated with respect to all or any portion of any material Real Estate or for the any materially adverse relocation of roadways providing access to such Real Estate exceptother than the Kent 6 Theatre property in Kent, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectWashington.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the best knowledge of the BorrowerBorrowers, proposed special or other assessments for public improvements or otherwise affecting any Real EstateMortgaged Properties, nor are there any contemplated improvements to such Real Estate Mortgaged Properties that may result in such special or other assessments, in any case each case, other than such assessments that could reasonably will be expected paid prior to result in a material liability to any Loan Partydelinquency.
(e) None Neither of the Loan Parties has Borrowers nor any of their respective Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate Mortgaged Property with any other real property not owned by such Loan Party constituting a separate tax lot that would interfere with the legal foreclosure of such Mortgaged Property independent of any property that is not a Mortgaged Property. All owned Real Estate is comprised of one or more parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) Each of the Borrowers and their respective Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties. Each of the Borrowers and their respective Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Estate other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate is in material conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse EffectEstate.
(g) Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to the best knowledge of Borrowers, as of the Restatement Effective Date, all Real Estate is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used.
(h) No Person other than Holdings and its Subsidiaries has any possessory interest in any Real Estate or right to occupy any Real Estate except for leases, subleases and concessions (i) in the ordinary course of business and (ii) on terms no less favorable to Holdings or the relevant Subsidiary than terms that were available to unaffiliated parties in the market generally at the time entered into. There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens)Estate.
(hi) All Except as could not reasonably be expected to have a material adverse effect on the affected Property, (i) all Real Estate has or is expected to have adequate rights of access to public ways to permit the Real Estate to be used for its intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all public utilities necessary to permit the continued use and enjoyment of the Real Estate and Holdings and its Subsidiaries have the legal right to be used for its intended purposes. All the continued use thereof, (iii) all roads necessary for the full utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate and (iv) all reciprocal easement agreements affecting any Real Estate are in full force and effect and neither Borrower is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the value or utility of adjacent or nearby Real Estate, neither Holdings nor any of its Subsidiaries uses or occupies any real property other than such Real Estate in connection with the use and operation of any Real Estate.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Estate. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage.
(jk) Since Each parcel of Real Estate, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land).
(l) As of the Closing Restatement Effective Date, no portion of the Real Estate has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored or to its original condition. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
Appears in 1 contract
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered Seller holds fee simple title to the Administrative Agent trueLand, complete subject only to the Permitted Liens and correct copies of all such leasesthe Permitted Title Exceptions.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codesTo Seller's Knowledge, except as set forth on Schedule 3.4(b) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users Disclosure Schedule, the present use and operation of such Real Estatethe Premises is authorized under existing environmental, zoning, flood control and other land use regulations applicable to the Land, and, except where noncompliance with respect to the Monorail, there is no present plan, study or such non-conforming effort by any Governmental Authority or any private party or entity which would affect the continued authorization of the present use could and operation of the Premises, except, in each case, as would not, individually or collectivelyin the aggregate, reasonably be expected to have a Material Adverse Effect.
(c) No Taking Seller has been commenced received no written or, to the Borrower’s knowledgeSeller's Knowledge, is contemplated other notice from any Governmental Authority, any insurance company or any board of fire underwriters, or other body exercising similar functions with respect to all the need for any material repairs to, or material replacements of, any portion of any Real Estate or for improvements to the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectPremises.
(d) Except for those disclosed Schedule 3.4(d) of the Disclosure Schedule lists all of the real property leases included in the Title Policies or as set forth on Schedule 4.25(d), Property (the "Real Property Leases") in effect as of the Amended date hereof. Seller has provided true and Restated Effective Date there are no current, pending or, to the knowledge complete copies of all of the Borrower, proposed special Real Property Leases to Buyer or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Partyits agents.
(e) None Each Real Property Lease is a legal, valid and binding agreement of Seller and, to Seller's Knowledge, of each other Person that is a party thereto, enforceable in accordance with its terms. Seller has not received written notice of any default by any other Person that is a party to any Real Property Lease. As of the Loan Parties date hereof, each Real Property Lease (i) is in full force and effect, (ii) has suffered, permitted not been amended or initiated the joint assessment of modified and (iii) has not been assigned in any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsmanner.
(f) The use being made As of all Real Estate is in conformity with the certificate date hereof, Seller has not received written notice of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants special Tax assessment relating to the Premises or conditions affecting such Real Estate except, in each caseany portion thereof and, to Seller's Knowledge, there is no pending or threatened special assessment related to the extent such non-conformity could not reasonably be expected to have a Material Adverse EffectPremises.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Samples: Purchase and Sale Agreement (Colony Resorts LVH Acquisitions LLC)
Real Estate. (a) As of the Amended and Restated Effective Date, Schedule 4.25(a5.26(a) sets forth a true, complete and correct list of all Real EstateProperty owned, used or occupied by the Obligors and their respective Subsidiaries as of the Closing Date, including a brief description thereof, includingincluding each Mortgaged Real Property and, in the case of leasesLeases of Real Property, the street address, address (to the extent available) and landlord name, tenant name, current rent amount, lease date and lease expiration date. The Canadian Borrower has delivered or made available to the Administrative Collateral Agent true, complete and correct copies of all such leasesLeases of Real Property.
(b) All Each Mortgaged Real Estate Property and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and no Obligor or tenant is a non-conforming user of such Mortgaged Real Property, and each Mortgaged Real Property complies with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could notnoncompliance, individually or collectivelyin the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.
(c) No As of the Closing Date, except as set forth on Schedule 5.26(c), to the knowledge of the Obligors, no Taking has been commenced or, to the Borrower’s knowledge, or is contemplated with respect to all or any portion of any the applicable Mortgaged Real Estate Property or for the relocation of roadways providing access to such Mortgaged Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectProperty.
(d) Except for those disclosed in As of the Title Policies or Closing Date, except as set forth on Schedule 4.25(d5.26(d), as of the Amended and Restated Effective Date there are no current, pending current or, to the knowledge of the BorrowerObligors, pending or proposed special or other material assessments (other than for ad valorem taxes) for public improvements improvements, or otherwise affecting any Mortgaged Real EstateProperty in a material amount, nor are there any contemplated improvements (including local improvements charges) to such Mortgaged Real Estate Property, to the knowledge of the Obligors, that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other material assessments for public (including local improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Partycharges).
(e) None Except as set forth on Schedule 5.26(e), no Obligor and none of the Loan Parties their Subsidiaries has knowingly suffered, permitted or initiated the joint assessment of any parcel of Mortgaged Real Estate Property with any other real property which is not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefromReal Property, and each Mortgaged Real Property is assessed for all real estate tax purposes the separate from any adjoining land or improvements which is not a Mortgaged Properties may be mortgagedReal Property, conveyed and, and no other than those land or improvement which is not a Mortgaged Real Property is assessed and taxed together with respect to leasehold interests, otherwise dealt with as separate legal lots such Mortgaged Real Property or parcelsany portion thereof.
(f) Each Obligor and each of their Subsidiaries (or, with respect to Real Property leased by any Obligor as tenant, the fee owner of such Real Property, or with respect to any Mortgaged Real Property leased to a tenant, such tenant, in all cases to the knowledge of each Obligor and each of their Subsidiaries) has obtained all construction, building, occupancy and use permits, licenses, variances and certificates required by Requirements of Law to be obtained by such person and necessary to the present and contemplated uses and operation of each Mortgaged Real Property and the business conducted thereon, except as, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect. The use being made of all each Mortgaged Real Estate Property is in conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Mortgaged Real Estate Property and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Mortgaged Real Estate exceptProperty, except where such nonconformity would not foreseeably materially impair or prohibit the use of any Mortgaged Real Property as now conducted.
(g) Except as set forth on Schedule 5.26(g), each Mortgaged Real Property is free from structural defects and all building systems (including all liquid and solid waste disposal septic and sewer systems) contained therein are in each casegood working order and condition, to ordinary wear and tear excepted, suitable for the extent such non-conformity purposes for which they are currently being used, except as, individually or in the aggregate, has not had and could not reasonably be expected to have a Material Adverse Effect.
(gh) There As of the Closing Date, except as set forth on Schedule 5.26(h)(i), no Person has any possessory interest in any Mortgaged Real Property or right to occupy any Mortgaged Real Property except the Obligors or their respective Subsidiaries (other than any tenant of any leased Mortgaged Real Property). As of the Closing Date, except as set forth on Schedule 5.26(h)(ii), there are no outstanding options to purchase or rights of first refusal for the purchase of any Real Property that is owned by the Obligors or a Subsidiary. As of the Closing Date, except as set forth on Schedule 5.26(h)(iii), there are no transfer restrictions contained in any Lease relating to such leased Real Property or other outstanding restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens)Property.
(hi) All As of the Closing Date, each Mortgaged Real Estate Property has or is expected to have adequate rights of access to public ways roadways to permit such Mortgaged Real Property to be used for its current use and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities. Except as set forth in Schedule 5.26(i)(i), in each case as all public utilities necessary to permit the continued use and enjoyment of each Mortgaged Real Estate Property as used and enjoyed on the Closing Date are located in the public right-of-way abutting the premises or are furnished through recorded easements, and all such utilities are connected so as to be used serve such Mortgaged Real Property without passing over other property except for its intended purposesland of the utility company providing such utility service and except where permitted by easement. All roads necessary for the full utilization of the each Mortgaged Real Estate Property for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Mortgaged Real EstateProperty and no Obligor has knowledge of or received notice of termination of any such access easement.
(ij) Except As of the Closing Date, except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effectset forth on Schedule 5.26(j), no building or structure constituting a Mortgaged Real Estate Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates in a material respect any restrictive covenant affecting of record applicable to such Mortgaged Real Estate Property (or other private agreement, whether or not recorded) or intrudes and/or encroaches on any easement or on any property owned by others, which violation, intrusion or encroachment interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment or intrusion is necessary for the operation of the business at any Mortgaged Real Property or which could reasonably be expected to have a Material Adverse Effect. At any time after the Closing Date, except as set forth on Schedule 5.26(j), no building or structure constituting a Mortgaged Real Property or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates in a material respect any restrictive covenant of record applicable to such Mortgaged Real Property (or other private agreement, whether or not recorded) or intrudes and/or encroaches on any easement or on any property owned by others, which violation, intrusion and/or encroachment could reasonably be expected to have a Material Adverse Effect. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Real Property for the purpose for which it is currently being used as of the Closing Date are located on and within the boundary lines of such Mortgaged Real Property, except where the failure to be so located could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.
(jk) Since As of the Closing Date, no portion of the any Mortgaged Real Estate Property has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24to its original condition.
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Real Estate. (a) As Seller makes the following additional representations regarding the Real Estate:
8.11.1. Except as specifically set forth herein, Seller has no knowledge of any condemnation proceedings pending against the Amended and Restated Effective DateReal Estate.
8.11.2. Except as specifically set forth herein or otherwise disclosed in writing by Seller to Purchaser, Schedule 4.25(a) sets forth a true, complete and correct list of all Seller has not entered into any agreement regarding the Real Estate, including a brief description thereofand the Real Estate is not subject to any claim, includingdemand, suit, lien, proceeding, or litigation of any kind, pending or outstanding, that would materially affect or limit Purchaser’s use and enjoyment of the Real Estate or that would materially limit or restrict Seller’s right or ability to enter into this Agreement and consummate the sale and purchase contemplated hereby.
8.11.3. To Seller’s knowledge, (i) no fact or condition exists that would result in the case permanent termination or material impairment of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered access to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and from adjoining public streets or highways or in the current use thereof complies with all applicable Requirements permanent discontinuance of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of necessary utilities services to the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could notand (ii) all sanitation, individually or collectivelyplumbing, reasonably be expected to have a Material Adverse Effectrefuse disposal, and similar facilities servicing the Real Estate are in material compliance with applicable governmental regulations.
(c) 8.11.4. No Taking has complaints have been commenced orreceived by Seller that Seller is in violation of applicable building, zoning, platting, subdivision, use, safety, building, or similar laws, ordinances, regulations, and restrictions with respect to the BorrowerReal Estate. To Seller’s knowledge, there are no special or general assessments pending against or affecting the Real Estate and, to Seller’s knowledge, no public improvements have been recently made that would cause special or general assessments to be assessed against the Real Estate. Except for any encroachment that does not materially affect the use or value of the premises: (i) to Seller’s knowledge, there is contemplated no encroachment upon the Real Estate from any buildings or improvements, if any, located on the adjacent property; and (ii) to Seller’s knowledge, there is no encroachment by the Real Estate upon any adjacent property or upon any easements with respect to the adjacent property. There are no leases or other agreements by which any Person possesses or has a right to possess all or any portion of any the Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect described in this Agreement or exhibits to leasehold intereststhis Agreement. To Seller’s knowledge, otherwise dealt with and except as separate legal lots disclosed by title insurance binder or parcels.
(f) The use being made by survey, there is no violation of all any applicable building restriction or restrictive covenant. To Seller’s knowledge, the Real Estate is in conformity with the certificate of occupancy and/or such other Permits adequately serviced by all utilities necessary for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case effective operation as necessary to permit the Real Estate to be presently used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estatea financial institution office.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
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Samples: Purchase and Assumption Agreement (MVB Financial Corp)
Real Estate. (a) As Section 4.16(a) of the Amended and Restated Effective Date, Target Disclosure Schedule 4.25(a) sets forth a true(i) correct legal description, complete street address and correct tax parcel identification number of each parcel of real property in which Target or any of the Target Subsidiaries hold an ownership interest (other than real property acquired through foreclosure or by deed in lieu thereof) (the “Owned Real Property”), and (ii) list of all real property leases to which Target or any of the Target Subsidiaries is a party (whether as a (sub)lessor, (sub)lessee, guarantor or otherwise) (the “Leases”; all real property in which Target or any of the Target Subsidiaries hold a leasehold interest, whether as lessee or sublessee, the “Leased Real Property”; the Leased Real Property and Owned Real Property, collectively, the “Real Estate”). Except for the Owned Real Property and the Leases identified in Section 4.16(a) of the Target Disclosure Schedule, including a brief description thereofneither Target nor any of the Target Subsidiaries owns any interest (fee, including, leasehold or otherwise) in any real property (other than real property acquired in the case ordinary course of business through foreclosure proceedings or through deed in lieu of foreclosure) and neither Target nor any of the Target Subsidiaries has entered into any leases, the street addressarrangements, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered license or other agreements relating to the Administrative Agent trueuse, complete occupancy, sale, option, disposition or alienation of all or any portion of the Owned Real Property.
(b) All Leases are in full force and effect and are binding and enforceable against the lessors, except as such enforceability may be limited by bankruptcy, insolvency, moratorium or other similar laws affecting or relating to creditors’ rights generally and general principles of equity, regardless of whether asserted in a proceeding in equity or at law. True and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance RequirementsLeases, and none of the Loan Parties are non-conforming users of such Real Estateas amended or modified, except where noncompliance have been provided or such non-conforming use could not, individually made available to Parent or collectively, reasonably be expected to have a Material Adverse Effectits advisors.
(c) No Taking has been commenced or, Target and the Target Subsidiaries own good and marketable title to the Borrower’s knowledgeOwned Real Property, is contemplated with respect to all or any portion free and clear of any encumbrances, liens, claims, equitable interests, liens, options, mortgages, rights of first refusal, rights of first offer, encroachments, easements or restrictions of any kind (the “Real Estate Liens”), other than (i) liens for Taxes not yet due and payable; (ii) mechanics’, carriers’, workers’, repairers’ and similar statutory liens arising or incurred in the ordinary course of business for the relocation of roadways providing access to such Real Estate except, in each case, as could amounts which are not delinquent and which are not, individually or collectivelyin the aggregate, material; and (iii) encroachments, easements or reservations thereof, rights of way, highway and railroad crossings, sewers, electric and other utility lines, telegraph and telephone lines, zoning, building code and other covenants, conditions and restrictions as to the use of the Owned Real Property that would not reasonably be expected to have have, individually or in the aggregate, a Material Adverse EffectEffect on Target (collectively, “Permitted Liens”).
(d) Except for those disclosed in To the Title Policies or as set forth on Schedule 4.25(d)knowledge of Target, as (i) Target and the Target Subsidiaries are entitled to and have exclusive possession of the Amended Leased Real Property, (ii) the Real Estate is not subject to any other legally binding lease, tenancy or license or any legally binding agreement to grant any such lease, tenancy or license that materially interferes with Target’s or any of the Target Subsidiaries’ use of the Real Estate, (iii) there is no person in possession or occupation of, or who has any current right to possession or occupation of, the Real Estate other than Target and Restated Effective Date the Target Subsidiaries and LPL Financial, and (iv) there are no current, pending or, to the knowledge easements of any kind in respect of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, materially and adversely affecting the rights of Target and the Target Subsidiaries to use the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Partyfor the conduct of its business.
(e) None With respect to the Real Estate:
(i) Target and the Target Subsidiaries are not in material default under the terms of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those Leases with respect to leasehold intereststhe Leased Real Property;
(ii) to the knowledge of Target, otherwise dealt with the lessor is not in material default under any of the terms of the Leases;
(iii) to the knowledge of Target, (A) there is no condemnation, zoning or other land use regulation proceeding, either instituted or planned to be instituted, that would materially affect the use and operation of the Real Estate as separate legal lots currently being used and operated by Target and the Target Subsidiaries, and (B) there are no special assessment proceedings affecting the Real Estate;
(iv) to the knowledge of Target, none of the Real Estate is located in (A) any special flood hazard area or parcelszone on any official flood hazard map published by the United States Department of Housing and Urban Development (except as may pertain to possible 100-year flood plain status) or (B) any wetland area on any official wetland inventory map published by the United States Department of the Interior or any applicable state agency; and
(v) to the knowledge of Target, all existing water, drainage, sewage and utility facilities relating to the Real Estate are adequate for Target’s and the Target Subsidiaries’ existing use and operation of the Real Estate and all such facilities enter the Real Estate directly from public rights-of-way or other public facilities.
(f) The use being made To the knowledge of all Target, the Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary zoned for the utilization of purposes for which it is being used by Target and the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateTarget Subsidiaries.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
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Real Estate. (a) As of the Amended and Restated Restatement Effective Date, Schedule 4.25(a4.24(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereofEstate used or occupied by Holdings or any of its Subsidiaries, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has As of the Restatement Effective Date, the Borrowers have delivered to the Administrative Agent true, complete and correct copies of all such leasesleases relating to the Mortgaged Properties.
(b) All The Real Estate and the current use thereof complies with (i) all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements), and none of the Loan Parties are relevant Borrower or its subsidiary is not a non-conforming users user of such Real Estate, and (ii) all Insurance Requirements, in each case, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the best of each Borrower’s 's knowledge, is contemplated with respect to all or any portion of any material Real Estate or for the any materially adverse relocation of roadways providing access to such Real Estate exceptother than the Kent 6 Theatre property in Kent, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectWashington.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the best knowledge of the BorrowerBorrowers, proposed special or other assessments for public improvements or otherwise affecting any Real EstateMortgaged Properties, nor are there any contemplated improvements to such Real Estate Mortgaged Properties that may result in such special or other assessments, in any case each case, other than such assessments that could reasonably will be expected paid prior to result in a material liability to any Loan Partydelinquency.
(e) None Neither of the Loan Parties has Borrowers nor any of their respective Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate Mortgaged Property with any other real property not owned by such Loan Party constituting a separate tax lot. The lot that would interfere with the legal foreclosure of such Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Property independent of any property that is not a Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsProperty.
(f) Each of the Borrowers and their respective Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties. Each of the Borrowers and their respective Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of Real Estate other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate is in material conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse EffectEstate.
(g) There Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to the best knowledge of Borrowers, as of the Restatement Effective Date, all Real Estate is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used.
(h) No Person other than Holdings and its Subsidiaries has any possessory interest in any Real Estate or right to occupy any Real Estate except for leases, subleases and concessions (i) in the ordinary course of business and (ii) on terms no less favorable to Holdings or the relevant Subsidiary than terms that were available to unaffiliated parties in the market generally at the time entered into. As of the Restatement Effective Date, there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate (other than those except as set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Lienson Schedule 4.24(h).
(hi) All Except as could not reasonably be expected to have a material adverse effect on the affected Property, (i) all Real Estate has or is expected to have adequate rights of access to public ways to permit the Real Estate to be used for its intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all public utilities necessary to permit the continued use and enjoyment of the Real Estate and Holdings and its Subsidiaries have the legal right to be used for its intended purposes. All the continued use thereof, (iii) all roads necessary for the full utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate and (iv) all reciprocal easement agreements affecting any Real Estate are in full force and effect and neither Borrower is aware of any defaults thereunder. Except for public streets and sidewalks and other non-material parcels in respect of which any further discontinuance of use or occupying would not materially interfere with the value or utility of adjacent or nearby Real Estate, neither Holdings nor any of its Subsidiaries uses or occupies any real property other than such Real Estate in connection with the use and operation of any Real Estate.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Estate. All buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage.
(jk) Since Each parcel of Real Estate, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land).
(l) As of the Closing Restatement Effective Date, no portion of the Real Estate has suffered any material damage by fire or other material casualty loss that has not heretofore heretofor been completely repaired and restored or to its original condition. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
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Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a4.24(a) sets forth a true, complete and correct list of all owned or leased Real Estate, including a brief description thereof, including, in the case Estate Assets used or occupied by Borrower or any of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesits Subsidiaries.
(b) All The Real Estate Assets and the current use thereof complies comply with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and neither Borrower nor any of its Subsidiaries is a nonconforming user of any Real Estate Asset, and (ii) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, in each case except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking taking, condemnation or other eminent domain proceeding by any Governmental Authority has been commenced or, to the best of Borrower’s 's knowledge, is contemplated with respect to all or any portion of any material Real Estate Assets or for the any materially adverse relocation of roadways providing access to such Real Estate exceptAsset, in each case, case except as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower's best knowledge, proposed special or other assessments for public improvements or otherwise affecting any Real EstateMortgaged Property, nor are there any contemplated improvements to such Real Estate Mortgaged Property that may result in such special or other assessments, in any each case other than such assessments that will be paid prior to delinquency or as could not reasonably be expected to result in have a material liability to any Loan PartyMaterial Adverse Effect.
(e) None Neither Borrower nor any of the Loan Parties has its Subsidiaries have suffered, permitted or initiated the joint assessment of any Real Estate fee-owned Mortgaged Property with any other real property not owned by such Loan Party constituting a separate tax lot. The lot that would interfere with the legal foreclosure of such Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Property independent of any Real Estate Asset that is not a Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsProperty.
(f) Each of Borrower and its Subsidiaries has obtained all material permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of the Mortgaged Properties, in each case except as could not reasonably be expected to have a Material Adverse Effect. Each of Borrower and its Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of its Real Estate Assets other than Mortgaged Properties except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate Assets is in material conformity with the certificate of occupancy and/or or such other Permits permits, licenses, variances and certificates for such Real Estate Assets and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate exceptAssets, in each case, to the extent such non-conformity case except as could not reasonably be expected to have a Material Adverse Effect.
(g) There Except for maintenance and repairs in the ordinary course of business or as set forth on Schedule 4.24(g), to Borrower's best knowledge, as of the Closing Date, all Real Estate Assets being used for the conduct of the business of any Loan Party are free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used, except as could not reasonably be expected to have a Material Adverse Effect.
(h) As of the Closing Date, there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any owned Real Estate (other than those Assets except as set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Lienson Schedule 4.24(h).
(hi) All Except as could not reasonably be expected to have a Material Adverse Effect, (i) all Real Estate has or is expected to Assets have adequate rights of access to public ways to permit the Real Estate Assets to be used for their intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as (ii) all Real Estate Assets have the legal right to all public utilities necessary to permit the continued use and enjoyment of such Real Estate to be used for its intended purposes. All Assets, (iii) all roads necessary for the full utilization of the Real Estate Assets for its their current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateEstate Assets, and (iv) all reciprocal easement agreements affecting any Real Estate Asset are in full force and effect and Borrower is not aware of any defaults thereunder.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no No building or structure constituting a Real Estate Asset or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment materially interferes with the use or could reasonably be expected to materially adversely affect the value of such building, structure or appurtenance, in each case except as could not reasonably be expected to have a Material Adverse Effect. As of the Closing Date, all buildings, structures, appurtenances and equipment necessary for the use of each Mortgaged Property for the purpose for which it is currently being used are located on such Mortgaged Property.
(jk) Since Each Real Estate Asset, including each lease, has adequate available parking to meet legal and operating requirements (after taking into account reciprocal easement agreements and other easements on adjoining or nearby land), in each case except as could not reasonably be expected to have a Material Adverse Effect.
(l) As of the Closing Date, no portion of the any Real Estate Asset has suffered any material damage by fire or other material casualty loss that has not heretofore been completely repaired and restored or is to its original condition, in the process of being repaired and restored in accordance with Section 2.24each case except as could not reasonably be expected to have a Material Adverse Effect.
Appears in 1 contract
Real Estate. (a) As None of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all Companies owns any real property or any portion of any Real Estate or interest therein except for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for Retained Properties and except those disclosed in the Title Policies or properties as set forth on Schedule 4.25(d4.14(a) (the properties listed on Schedule 4.14(a), 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 4.14(a), with respect to each such parcel of Owned Property:
(i) each Company has good and marketable title to each parcel of its Owned Property, 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 Amended property subject thereto, and Restated Effective Date (z) encumbrances and restrictions described in the title insurance policies listed on Schedule 4.14(a), all of which policies have been previously delivered to MTLM.
(xx) there are no current, pending or, to the knowledge of the BorrowerShareholders, proposed special threatened condemnation proceedings, suits or administrative actions relating to the Owned Properties or other assessments matters materially affecting adversely the current use, occupancy or value thereof;
(other than iii) the legal descriptions for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to the parcels of Owned Property contained in the deeds thereof describe such Real Estate that may result in such special or other assessments. There are no current, pending or, parcels fully and adequately; to the knowledge of the BorrowerShareholders, proposed special 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 assessments 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 public improvements 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 otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability subject to any Loan Party.similar type restriction for which any permits or licenses necessary to the use thereof have not been obtained;
(eiv) None to the knowledge of the Loan Parties has sufferedShareholders, permitted all facilities have received all approvals of Governmental Authorities (including licenses and permits) required in connection with the ownership or initiated 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 joint assessment right of use or occupancy of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefromportion of the parcels of Owned Property, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with except as separate legal lots or parcels.set forth on Schedule 4.14(a);
(fvi) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There there are no outstanding options to purchase or rights of first refusal to purchase the parcels of Owned Property, or restrictions on transferability affecting any Real Estate portion thereof or interest therein;
(vii) there are no parties (other than those set forth the Companies) in or otherwise permitted possession of the parcels of Owned Property, other than tenants under the Loan Documents, including, without limitation, Permitted Liens).any leases disclosed in Schedule 4.14(a) who are in possession of space to which they are entitled;
(hviii) All Real Estate has or is expected to have adequate rights all facilities located on the parcels of access to public ways Owned Property are supplied with utilities and is or is expected to be served by installedother services necessary for the operation of such facilities as presently being used, operating and adequate including gas, electricity, water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilitiessewer, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization all of the Real Estate for its current purpose have been or which services are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored adequate in accordance with Section 2.24.all applicable laws, ordinances, rules and regulations, and are provided via
Appears in 1 contract
Real Estate. (a) As of the Amended and Restated Effective Date, 6.2.9.1 No Target owns real property.
6.2.9.2 Schedule 4.25(a) sets forth 6.2.9.2 contains a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, real property lease date and lease expiration dateagreements entered into by any Target ("Leases"). The Borrower has delivered Leases have not been cancelled, otherwise terminated or materially amended or modified within the past twelve (12) months prior to the Administrative Agent truedate hereof, complete and correct copies of all such leasesexcept as otherwise set forth in Schedule 6.2.9.2.
(b) All Real Estate 6.2.9.3 The possession and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none quiet enjoyment of the Loan Parties leased real property by the Targets has not been disturbed and there are non-conforming users of such Real Estate, except where noncompliance no legal disputes pending or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated threatened with respect to all the Leases or the use or the occupancy of the leased real property or the operation of any Target's business thereon. Neither any Target nor any other party to the Leases is in material breach or default under such Leases, and no event has occurred or circumstances exist, which, with the delivery of notice, the passage of time or both would constitute such a breach or default or cause or permit the termination, modification or acceleration of rent under such Leases.
6.2.9.4 No security deposit or portion thereof deposited with respect to the Leases has been applied in respect of a breach or default under such Lease which has not been re-deposited in full and no Target owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to the Leases.
6.2.9.5 No Target has subleased, licensed or otherwise granted any person the right to use or occupy the leased real property or any portion thereof and no Target has assigned as collateral or granted any other security interest in the Leases or any interest therein. No Target has received any written notice from any local or central governmental authority that materially restricts the use of any Real Estate leased or for otherwise used real property. There is no easement, right-of-way agreement, license, sublease, occupancy agreement or like instrument with respect to any of the relocation above real property that would have a material adverse effect on any of roadways providing access the Targets use of such real property.
6.2.9.6 The consummation of the transactions contemplated herein does not require the consent of any party to such Real Estate exceptLease, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to will not result in a material liability breach or default under such Lease, or cause such Lease to any Loan Party.
(e) None of cease to be valid and enforceable and will not give the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, respective counterparty to the extent such non-conformity could not reasonably be expected Leases any right to have a Material Adverse Effectterminate or modify the respective Leases.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Samples: Share Purchase Agreement
Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, guarantor name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Closing Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the ownership, occupancy, use or operation of the Mortgaged Properties in furtherance of the Permitted Business of the applicable Loan Party.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted LiensFinancing Agreements).
(h) All Real Estate (other than the Phase II Land) has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate (other than the Phase II Land) for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or restored. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Real Estate. (a) As of the Amended and Restated Effective Date, The Buyer Disclosure Schedule 4.25(a) sets forth a true, complete list and correct list description of all material real property owned in fee by Buyer or any of its Subsidiaries (the "Buyer Owned Real EstateProperty"). With respect to each such parcel of Buyer Owned Real Property:
(i) Buyer or any of its Subsidiaries has good and marketable title to the parcel of Buyer Owned Real Property, including free and clear of any Encumbrance, except for Permitted Encumbrances and Encumbrances described in Section 8.18(a)(i) of the Buyer Disclosure Schedule;
(ii) there are no pending or, to Buyer's knowledge, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the Buyer Owned Real Property which materially and adversely affect the current use or occupancy thereof;
(iii) there are no outstanding written or, to Buyer's knowledge, oral rights, agreements, options or rights of first refusal to purchase the parcel of Buyer Owned Real Property, or any portion thereof or interest therein, which have been granted to any other Person;
(iv) to Buyer's knowledge, except as described in Section 8.18(a)(iv) of the Buyer Disclosure Schedule, there are no parties (other than Buyer or any of its Subsidiaries) in possession of or holding any rights to take possession of the parcel of Buyer Owned Real Property; and
(v) except for any matter which would not materially adversely affect the current use of a brief parcel of Buyer Owned Real Property, to Buyer's knowledge, (a) the legal description thereof, including, for the parcel contained in the case deed thereof describes such parcel fully and adequately, (b) the buildings and improvements are located within the boundary lines of leasesthe described parcels of land, are not in violation of applicable setback requirements, zoning laws, and ordinances (and none of the street addressproperties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), landlord nameand do not encroach on any easement which may burden the land, tenant name(c) the land does not serve any adjoining property for any purpose inconsistent with the use of the land, current rent amount, lease date and lease expiration date. The Borrower has delivered (d) the property is not located within any flood plain or subject to any similar type restriction for which any permits or licenses necessary to the Administrative Agent true, complete and correct copies of all such leasesuse thereof have not been obtained.
(b) All Real Estate The Buyer Disclosure Schedule sets forth a list and the current use thereof complies with description of all applicable Requirements material real property leased or subleased to Buyer or any of Law (including building its Subsidiaries. Buyer has made available to Seller correct and zoning ordinances and codes) and with all Insurance Requirements, and none complete copies of the Loan Parties are non-conforming users of leases and subleases listed in the Buyer Disclosure Schedule. With respect to each such Real Estatelease and sublease, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.Buyer Disclosure Schedule:
(i) Except as could notto Buyer's knowledge, individually such lease or collectivelysublease is legal, reasonably valid, binding, enforceable, and in full force and effect;
(ii) to Buyer's knowledge, such lease or sublease will continue to be expected legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby;
(iii) neither Buyer, its Subsidiaries, nor, to have Buyer's knowledge, any other party to the lease or sublease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a Material Adverse Effectmaterial breach or default or permit termination, modification, or acceleration thereunder;
(iv) to Buyer's knowledge, no building party to the lease or structure constituting Real Estate or sublease has repudiated any appurtenance thereto or equipment thereonprovision thereof;
(v) there are no material disputes, oral agreements, or forbearance programs in effect as to the use, operation lease or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.sublease;
(jvi) Since to Buyer's knowledge, with respect to each sublease, the Closing Daterepresentations and warranties set forth in subsections (i) through (v) above are true and correct with respect to the underlying lease; and
(vii) neither Buyer nor any of its Subsidiaries has assigned, no portion of the Real Estate has suffered transferred, conveyed, mortgaged, deeded in trust, or encumbered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is interest in the process of being repaired and restored in accordance with Section 2.24leasehold or subleasehold.
Appears in 1 contract
Real Estate. (a) As Except as set forth in Schedule 2.11(a)-1, Seller has a good, clear leasehold interest in all of the Amended and Restated Effective Leased Real Estate which, as of the Closing Date, will be free and clear of any and all mortgages, deeds of trust, security interests, mechanics or liens or encumbrances, subject only to the permitted exceptions approved by Buyer and listed on Schedule 4.25(a) sets 2.11(a)-2. Except as set forth a truein Schedule 2.11(a)-1, complete and correct list there are no purchase contracts, options or other agreements of any kind whereby any person or entity will have acquired or will have any basis to assert any right, title or interest in, or right to the possession, use, enjoyment or proceeds of, any part or all of the Leased Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on in Schedule 4.25(d2.11(b), as Seller has not received any notice of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special violation or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment claimed violation of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefromapplicable building, zoning, and for all purposes the Mortgaged Properties may be mortgagedother land use and similar laws, conveyed andcodes, other than those with respect to leasehold interestsordinances, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate rules, regulations and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documentsorders, including, without limitation, Permitted Liens).
the Americans With Disabilities Act (hcollectively, "Real Property Laws") All Real Estate has that would materially affect the use or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization occupancy of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Leased Real Estate.
(ic) Except as could notAll utilities serving the Leased Real Estate are, individually and shall be at the Closing Date, adequate to operate the Business in the manner currently operated.
(d) Seller has not received a notice of any pending condemnation, expropriation, eminent domain or collectivelysimilar proceeding affecting any portion of the Leased Real Estate and, reasonably be expected to have a Material Adverse EffectSeller's knowledge, no building such proceeding is contemplated.
(e) To Seller's knowledge (without inquiry), there are no conditions that would adversely affect the use or structure constituting occupancy of the Leased Real Estate relating to the physical condition of the Leased Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance portion thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(jf) Since the Closing Date, no portion of the Real Estate has suffered Seller does not own any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is fee interests in the process of being repaired and restored in accordance with Section 2.24real property.
Appears in 1 contract
Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Closing Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
Appears in 1 contract
Samples: Credit Agreement (Wynn Resorts LTD)
Real Estate. (a) As a. Schedule 2.22 contains a true, correct and complete list of the Amended address and Restated Effective Date, legal description of all Real Estate. Schedule 4.25(a2.22(a) sets forth a true, correct and complete and correct list of all liabilities, liens, encumbrances, easements, restrictions, reservations, tenancies, agreements or other obligations affecting the Real Estate, including a brief description thereof, including, in the case of leasesEstate (collectively, the street address, landlord name, tenant name, current rent amount, lease date "Exceptions").
b. The Seller has good record and lease expiration date. The Borrower has delivered marketable title to the Administrative Agent true, complete Residential Property (as defined on Schedule 2.22) free and correct copies clear of all such leasesExceptions, other than the permitted exceptions set forth on Schedule 2.22(b) (the "Permitted Exceptions").
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) c. Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d2.22(c), as no work has been performed on or materials supplied to the Real Estate within any applicable statutory period which could give rise to mechanics or materialmen's liens; all bills and claims for labor performed and materials furnished to or for the benefit of the Amended Real Estate for all periods prior to the Closing shall be paid in full, and Restated Effective Date the Seller has no knowledge of any mechanic's or materialmen's liens, whether or not perfected, on or affecting any portion of the Real Estate.
d. There is no pending or threatened condemnation or eminent domain proceeding with respect to the Real Estate.
e. Except as set forth on Schedule 2.22(e), there are no currenttaxes or betterment or special assessments other than ordinary real estate taxes pending or payable against the Real Estate or Leased Premises and there are no contingencies existing under which any assessment for real estate taxes may be retroactively filed against the Real Estate or Leased Premises; the Seller has no knowledge of any proposed special assessment that may affect the Real Estate or Leased Premises or any part thereof; there are no penalties due with respect to real estate taxes and/or impositions, and all real estate taxes and/or impositions (excepting those for the current year that are not yet due and payable) with respect to the Real Estate and Leased Premises have been paid in full; there are no taxes or levies, permit fees or connection fees which must be paid respecting existing curb cuts, sewer hookups, water-main hookups or services of a like nature.
f. The Real Estate to be acquired by the Buyer is legally subdivided and consists of separate tax lots so that it is assessed separate and apart from any other property.
g. The Real Estate and the Leased Premises comply in all material respects with the requirements of all building, zoning, subdivision, health, safety, environmental, pollution control, waste products, sewage control and all other applicable statutes, laws, codes, ordinances, rules, orders, regulations and decrees (collectively, the "Government Regulations") of any and all Government Agencies. The Seller has obtained and provided to the Buyer all consents, permits, licenses and approvals required by such Government Regulations, such consents, permits, licenses and approvals are in full force and effect, have been properly and validly issued, and on or prior to the Closing Date will be assigned to the Buyer by the Seller. There is no uncured breach of any condition or requirement imposed by, or pursuant to, any permit or license issued with respect to the Real Estate or the Leased Premises which would have a material adverse affect on such interest. There is no action pending or, to the knowledge best of the BorrowerSeller's knowledge, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting threatened by any Real Estate, nor are there any contemplated improvements to such Government Agencies claiming that the Real Estate that may result in or the Leased Premises violates such special Government Regulations or other assessments. There threatening to shut down the Business or the use of the Assets or to prevent the Assets from being used as presently used.
h. Except as set forth on Schedule 2.22(h) there are no currentactions, pending suits, petitions, notices or proceedings pending, given or, to the knowledge best of the BorrowerSeller's knowledge, proposed special threatened by any persons or other assessments for public improvements Government Agencies before any court, Government Agencies or otherwise affecting any Real Estateinstrumentalities, nor are there any contemplated improvements to such Real Estate that may result in such special administrative or other assessmentsotherwise, in any case that could reasonably be expected to result in which if given, commenced or concluded would have a material liability to any Loan Party.
(e) None of adverse effect on the Loan Parties has sufferedvalue, permitted occupancy, use or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization operation of the Real Estate for its current purpose or Leased Premises or an adverse effect on the Buyer's title to the Real Estate. The Seller shall give the Buyer prompt written notice of any such action, suit, petition, notice or proceeding of which the Seller obtains knowledge after the date hereof and before the Closing Date.
i. The structural components of all of the buildings located on or comprising the Real Estate or Leased Premises are, in all material respects, in good condition and repair, normal wear and tear excepted.
j. Schedule 2.22(j) sets forth a true, correct and complete list of all title insurance policies, site surveys, title reports, engineering studies and reports, hazardous waste reports, and surveys prepared with respect to the Real Estate which are available to the Seller, copies of which have been or are expected delivered by the Seller to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real EstateBuyer.
k. There are no agreements of sale (i) Except as could notother than this Agreement), individually options or collectively, reasonably be expected other rights of third parties to have a Material Adverse Effect, no building or structure constituting acquire the Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates other agreement that would otherwise prohibit any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion disposition of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24Estate.
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Real Estate. (a) As of the Amended and Restated Effective Closing Date, Schedule 4.25(a4.22(a) sets forth a true, complete and correct list of all owned or leased Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesEstate Assets used or occupied by any Subsidiary Borrower.
(b) All The Real Estate Assets and the current use thereof complies comply with (i) all applicable Requirements of Law (including building and zoning ordinances and codes), and (ii) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, in each case except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking Each Subsidiary Borrower has been commenced orobtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the Borrower’s knowledge, is contemplated with respect to all or any portion use and operation of any its Real Estate Assets except to the extent that the failure to obtain such permits, licenses, variances and certificates could not, in the aggregate, reasonably be expected to have a Material Adverse Effect. The use being made of all Real Estate Assets is in material conformity with the certificate of occupancy or such other permits, licenses, variances and certificates for the relocation of roadways providing access to such Real Estate exceptAssets and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate Assets, in each case, case except as could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed maintenance and repairs in the Title Policies or as set forth on Schedule 4.25(d)ordinary course of business, to Borrower’s best knowledge, as of the Amended and Restated Effective Date there are no currentClosing Date, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is Assets being used for the conduct of the business of any Subsidiary Borrower are free from structural defects and all building systems contained therein are in conformity with good working order and condition, ordinary wear and tear excepted, suitable for the certificate of occupancy and/or such other Permits purposes for such Real Estate and any other reciprocal easement agreementswhich they are currently being used, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity except as could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.
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Real Estate. (ai) As of the Amended and Restated Effective Document Closing Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, guarantor name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Collateral Agent true, complete and correct copies of all such leases.
(bii) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(ciii) No Taking has been commenced or, to the best of the Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effecteffect.
(div) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Document Closing Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(ev) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(fvi) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effectmaterially and adversely affect the ownership, occupancy, use or operation of the Mortgaged Premises in furtherance of the Permitted Business of the applicable Loan Party.
(gvii) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted LiensFinancing Agreements).
(hviii) All Real Estate (other than the Phase II Land) has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the full utilization of the Real Estate (other than the Phase II Land) for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate. All reciprocal easement agreements affecting any Real Estate are in full force and effect, and Valvino and the Loan Parties are unaware of any defaults thereunder. Except for public streets and sidewalks, neither Valvino nor any of the Loan Parties uses or occupies any real property other than such Real Estate in connection with the use and operation of any Real Estate.
(iix) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting a Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(jx) Since the Closing Date, no No portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or restored. No portion of the Real Estate is located in the process of being repaired and restored in accordance with Section 2.24a special flood hazard area as designated by any federal governmental authorities.
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Samples: Loan Agreement (Wynn Resorts LTD)
Real Estate. Except for such matters that would not, individually or in the aggregate, have a Material Adverse Effect on SJW:
(ai) All structures and other improvements on such properties are within the lot lines and do not encroach on the properties of any other person. Neither SJW nor any of its Subsidiaries has received any written or oral notice for assessments for public improvements against SJW Real Property which remains unpaid, and to the knowledge of SJW, no such assessment has been proposed.
(ii) SJW and each of its Subsidiaries has obtained all authorizations, permits, easements and rights of way, including proof of dedication ("Access Rights"), which are necessary to ensure continued uninterrupted (1) vehicular and pedestrian ingress and egress to and from SJW Real Property and (2) continued use, operation, maintenance, repair and replacement of all existing and currently committed water lines used by SJW and each of its Subsidiaries in connection with their respective businesses. All Access Rights are in full force and effect. Neither SJW nor any of its Subsidiaries is in breach or default under the easement rights and rights of way enjoyed by SJW or its Subsidiaries, and to the knowledge of SJW, none of the grantors of such rights are in breach or default thereunder. There are no restrictions on entrance to or exit from SJW Real Property to adjacent public streets, and no conditions exist which will or with the giving of notice, the passage of time or both, could materially and adversely affect such Access Rights.
(iii) As of the Amended Effective Time, SJW Real Property will be adequate to operate the businesses of SJW and Restated Effective Date, Schedule 4.25(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leasesits Subsidiaries consistent with past practice.
(biv) All SJW Real Estate Property has adequate arrangements for supplies of electricity, gas, oil, coal and sewer for all operations at the 1998 or current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirementsoperating levels, and none of the Loan Parties are non-conforming users of such Real Estate, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the Borrower’s knowledge, whichever is contemplated with respect to all or any portion of any Real Estate or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there greater. There are no current, actions or proceedings pending or, to SJW's knowledge, threatened that would adversely affect the knowledge supply of the Borrowerelectricity, proposed special gas, coal or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any sewer to SJW Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan PartyProperty.
(e) None of the Loan Parties has suffered, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefrom, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(gv) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereonpending, or the useto SJW's knowledge, operation or maintenance thereofthreatened eminent domain, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire condemnation or other casualty loss that has not heretofore been repaired and restored governmental action affecting or is in the process taking of being repaired and restored in accordance with Section 2.24any SJW Real Property.
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Real Estate. (aWith respect to the Leased Premises:
a. Schedule 1.1(g) As of the Amended and Restated Effective Date, Schedule 4.25(a) sets forth contains a true, complete and correct list accurate description of all Real Estateleases and any modifications, including a brief description thereofextensions and amendments thereto with respect to the Leased Premises; x. Xxxxxxx have not been notified of any special assessments levied or assessed on or against any Leased Premises (or any such special assessments shall be paid by Sellers on or before the Date of Closing); c. To Sellers' Knowledge, there are no public improvements affecting any Leased Premises, including, in the case of leasesbut not limited to, the street addresswater, landlord namesewer, tenant namesidewalk, current rent amountstreet, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent truealley, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirementscurbing, and none of the Loan Parties are non-conforming users of such Real Estatelandscaping or related improvements, except where noncompliance or such non-conforming use could not, individually or collectively, reasonably be expected to which have a Material Adverse Effect.
(c) No Taking has been commenced and/or completed and for which an assessment has not been levied or, to the Borrower’s knowledgebest of Sellers' Knowledge, is contemplated which may be levied after the date of this Agreement. To Sellers' Knowledge, there are no planned public improvement which may result in an assessment against or otherwise materially affect any Leased Premises; d. There are no condemnation Proceedings pending or, to the best of Sellers' Knowledge, Threatened with respect to all or any portion part of any Real Estate Leased Premises which are likely to adversely affect the Purchaser's occupancy of such Leased Premises or for the relocation operation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect.
(d) the Business therein by the Purchaser after the Closing; e. Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d)in the leases for the Leased Premises, as of the Amended and Restated Effective Date to Sellers' Knowledge, there are no currentprivate restrictions, pending orcovenants, reservations or agreements which affect the use or occupancy of any Leased Premises; f. To Sellers' Knowledge, there are no Applicable Laws issued, enacted, entered or deemed applicable by any Governmental Body requiring repair, alteration or correction of any existing condition on any Leased Premises and there are no conditions that could give rise to the knowledge same; g. To Sellers' Knowledge, there are no structural, mechanical or other defects of material significance in any of the Borrowerbuildings, proposed special improvements, fixtures and equipment, including the roof, heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, located on any Leased Premises which are likely to adversely affect the Purchaser's occupancy of such Leased Premises or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the knowledge operation of the BorrowerBusiness therein by the Purchaser after the Closing. To Sellers' knowledge, proposed special or other assessments for public improvements or otherwise affecting any Real Estateall such Leased Premises, nor are there any contemplated improvements to such Real Estate that may result including the leasehold improvements, fixtures, equipment, roof, and heating, ventilating, air conditioning, electrical, plumbing and sanitary disposal systems, have been and will be until the Date of Closing maintained in such special or other assessmentsgood repair, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None working order and condition; h. To Sellers' Knowledge, each of the Loan Parties Leased Premises has suffereddirect legal access to, permitted or initiated the joint assessment of any Real Estate with any other real property not owned by such Loan Party constituting a separate tax lot. The Mortgaged Properties have been properly subdivided or entitled to exception therefromabuts, and for all purposes the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcels.
(f) The use being made of all Real Estate is in conformity with the certificate of occupancy and/or such other Permits for such Real Estate and any other reciprocal easement agreements, restrictions, covenants or conditions affecting such Real Estate except, in each case, to the extent such non-conformity could not reasonably be expected to have a Material Adverse Effect.
(g) There are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens).
(h) All Real Estate has or is expected to have adequate rights of access to public ways and is or is expected to be served by installeda publicly dedicated and maintained road, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities, in each case as necessary to permit the Real Estate to be used for its intended purposes. All roads necessary for the utilization of the Real Estate for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Real Estate.
(i) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse Effect, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others.
(j) Since the Closing Date, no portion of the Real Estate has suffered any material damage by fire or other casualty loss that has not heretofore been repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24.which road
Appears in 1 contract
Real Estate. (a) As of the Amended and Restated Restatement Effective Date, Schedule 4.25(a4.23(a) sets forth a true, complete and correct list of all Real Estate, including a brief description thereof, including, in the case of leases, the street address, landlord name, tenant name, guarantor name, current rent amount, lease date and lease expiration date. The Borrower has delivered to the Administrative Agent true, complete and correct copies of all such leases.
(b) All Real Estate and the current use thereof complies with all applicable Requirements of Law (including building and zoning ordinances and codes) and with all Insurance Requirements), and none of the Loan Parties Borrower and its Subsidiaries are not non-conforming users of such Real Estate, and with all Insurance Requirements, except where noncompliance or such non-conforming use could not, individually or collectively, not reasonably be expected to have a Material Adverse Effect.
(c) No Taking has been commenced or, to the best of the Borrower’s 's knowledge, is contemplated with respect to all or any portion of any Real Estate the applicable Mortgaged Property or for the relocation of roadways providing access to such Real Estate except, in each case, as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectMortgaged Property.
(d) Except for those disclosed in the Title Policies or as set forth on Schedule 4.25(d), as of the Amended and Restated Effective Date there are no current, pending or, to the knowledge of the Borrower, proposed special or other assessments (other than for ad valorem taxes) for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments. There are no current, pending or, to the best knowledge of the Borrower, proposed special or other assessments for public improvements or otherwise affecting any Real Estate, nor are there any contemplated improvements to such Real Estate that may result in such special or other assessments, in any case that could reasonably be expected to result in a material liability to any Loan Party.
(e) None of the Loan Parties Borrower or any of its Subsidiaries has suffered, permitted or initiated the joint assessment of any Real Estate (including any joint assessment of Mortgaged Property with Real Estate that is not Mortgaged Property) with any other real property not owned by such Loan Party constituting a separate tax lot. The Each owned Real Estate (including each Mortgaged Properties have been properly subdivided Property) is comprised of one or entitled to exception therefrommore parcels, each of which constitutes a separate tax lot and none of which constitutes a portion of any other tax lot. Each Mortgaged Property constitutes the entire operational facility at that location, and for all purposes is legally and operationally complete and sufficient in itself, without reference to any Real Estate not included in the Mortgaged Properties may be mortgaged, conveyed and, other than those with respect to leasehold interests, otherwise dealt with as separate legal lots or parcelsProperty.
(f) Each of the Borrower and its Subsidiaries has obtained all permits (including assembly permits), licenses, variances and certificates required by Requirements of Law to be obtained by such Person and necessary to the use and operation of each Real Estate, except where the failure to have such permits, licenses, variances and certificates could not reasonably be expected to have a Material Adverse Effect. The use being made of all each Real Estate is in conformity with the certificate of occupancy and/or such other Permits permits, licenses, variances and certificates for such Real Estate and any other reciprocal easement agreements, agreements restrictions, covenants or conditions affecting such Real Estate exceptEstate, in each caseexcept where the failure to have such permits, to the extent such non-conformity licenses, variances and certificates could not reasonably be expected to have a Material Adverse Effect.
(g) There Except as set forth on Schedule 4.23(g), on the Restatement Effective Date each Mortgaged Property is free from structural defects and all building systems contained therein are in good working order and condition, ordinary wear and tear excepted, suitable for the purposes for which they are currently being used.
(h) No Person has any possessory interest in any Mortgaged Property or right to occupy any Mortgaged Property (other than pursuant to the Space Leases) except the Borrower and its Subsidiaries. Except as set forth on Schedule 4.23(h), on the Restatement Effective Date there are no outstanding options to purchase or rights of first refusal or restrictions on transferability affecting any Real Estate (other than those set forth in or otherwise permitted under the Loan Documents, including, without limitation, Permitted Liens)Estate.
(hi) All Real Estate To the knowledge of the Borrower, each Mortgaged Property has or is expected to have adequate rights of access to public ways to permit the Mortgaged Property to be used for its intended purpose and is or is expected to be served by installed, operating and adequate water, electric, gas, telephone, sewer, sanitary sewer and storm drain facilities. To the knowledge of the Borrower, in each case as all public utilities necessary to permit the Real Estate continued use and enjoyment of each Mortgaged Property as used and enjoyed on the Restatement Effective Date are located in the public right-of-way abutting the premises, and all such utilities are connected so as to be used serve such Mortgaged Property without passing over other Property except for its intended purposesland of the utility company providing such utility service. All roads necessary for the full utilization of the Real Estate each Mortgaged Property for its current purpose have been or are expected to be completed and dedicated to public use and accepted by all Governmental Authorities or are the subject of access easements for the benefit of such Mortgaged Property. All reciprocal easement agreements affecting any Mortgaged Property are in full force and effect, and the Borrower and its Subsidiaries are unaware of any defaults thereunder. Except for public streets and sidewalks, none of the Borrower or any of its Subsidiaries uses or occupies any real property other than such Mortgaged Property in connection with the use and operation of any Real Estate.
(ij) Except as could not, individually or collectively, reasonably be expected to have a Material Adverse EffectTo the knowledge of the Borrower, no building or structure constituting Real Estate or any appurtenance thereto or equipment thereon, or the use, operation or maintenance thereof, violates any restrictive covenant affecting such Real Estate or encroaches on any easement or on any property owned by others, which violation or encroachment interferes with the use or could materially adversely affect the value of such building, structure or appurtenance or which encroachment is necessary for the operation of the business at any Real Estate. All buildings, structures, appurtenances and equipment necessary for the use of each Real Estate for the purpose for which it is currently being used are located on the real property encumbered by such Mortgage.
(jk) Since the Closing Date, no No portion of the Real Estate Mortgaged Property has suffered any material damage by fire or other casualty loss that has not heretofore been completely repaired and restored or is in the process of being repaired and restored in accordance with Section 2.24to its original condition.
Appears in 1 contract
