Real Estate. (a) Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein. (b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property. (c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease. (d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies. (e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Leo Holdings Corp. II), Merger Agreement (Leo Holdings III Corp.)
Real Estate. (a) The Company owns interests in real estate identified in Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company 2.3.24 of the Disclosure Schedules (each, an “the "Owned Real Property”Premises"). With respect to each Owned Real Property: such parcel of owned real property:
(i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Propertythe parcel of real property, free and clear of all Liensany Encumbrance, easement, covenant or other restriction, except for Permitted Liens, Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto;
(B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (Cii) there are no pending or, to the knowledge of the Principal Stockholder, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof;
(iii) except as set forth in Schedule 2.3.24 of the Disclosure Schedules, there are no outstanding optionswritten or, rights to the knowledge of first offer the Principal Stockholder, oral rights, agreements, options or rights of first refusal to purchase such Owned Real Property the parcel of real property, or any portion thereof or interest therein. No Group Company is a party , which have been granted to any agreement other person; and
(iv) to the knowledge of the Principal Stockholder, there are no parties (other than the Company) in possession of or option holding any rights to purchase take possession of any parcel of real property set forth on Schedule 2.3.24 of the Disclosure Schedules, other than tenants under any leases disclosed in Schedule 2.3.24 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or interest thereinoccupancy of the real property subject thereto.
(b) The Company leases or subleases interests in real estate identified in Schedule 3.9(b) lists each real property leased2.3.24 of the Disclosure Schedules (the "Leased Premises"; and, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectivelytogether with the Owned Premises, the “"Real Estate"). With respect to each such parcel of leased or subleased real property, except as set forth in Schedule 2.3.24 of the Disclosure Schedules, the Company is the lessee of each of the Leased Real Properties”)Premises, and sets forth no party other than the name Company has any right to possession, occupancy or use of any of the landlord, the name of the entity holding such leasehold interest and the location Leased Premises. A copy of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect lease relating to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have Premises has been made available to Parent. Schedule 3.9(b) sets forth a trueRCGI and 399 Venture, correct together with all amendments and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party modifications thereto and subject to bankruptcysubordination, insolvency, reorganization, moratorium attornment or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied non-disturbance agreements in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease.
Appears in 2 contracts
Samples: Exchange Agreement (Royster-Clark Nitrogen Realty LLC), Exchange Agreement (Royster-Clark Nitrogen Realty LLC)
Real Estate. The Disclosure Schedule includes a complete list of ----------- all real property owned by the Company (a) Schedule 3.9(a) lists each real propertycollectively, together with all buildings, structures, improvements and fixtures located thereonthe "Owned Real Property"), and all easements and other rights and interests appurtenant thereto, owned real property leased by any Group the Company (each, an “Owned the "Leased Real Property”"), which Leased Real Property currently includes the Related Real Estate described in Paragraph 2.1(f), above. With respect Except as set forth on the Disclosure Schedule, to each Owned the knowledge of the Sellers, the Company will at the Closing have (upon completion of the Real Property: (iEstate Transfer or otherwise) the applicable Group Company has good and marketable indefeasible fee simple title to such the Owned Real Property and the Related Real Estate (collectively, the "Real Property, ") free and clear of all Liensmortgages, liens, claims, charges, easements, covenants, rights-of-way and other encumbrances or restrictions of any nature whatsoever, except the following encumbrances or restrictions whether or not disclosed on the Disclosure Schedule:
(i) zoning, municipal and other similar restrictions;
(ii) easements, covenants, rights-of-way or other restrictions which do not materially and adversely affect the use of the property to which they relate;
(iii) mechanics', carriers', workmen, repairmen or other like liens arising or incurred in the ordinary course of business;
(iv) liens for taxes, assessments and other governmental charges which are not due yet and payable or which may thereafter be paid without penalty;
(v) other imperfections of title or encumbrances, if any, which do not materially detract from the usefulness or value of the property subject thereto or individually or in the aggregate adversely affect, in any material way, the present operation of the Company's business; and (vi) the exceptions shown in the title commitments attached to the Disclosure Schedule (all such exceptions set forth in clauses (i) - (vi) being referred to collectively as "Permitted Liens"). To the knowledge of the Sellers, (B) except for the applicable Group Company has not leased or otherwise granted to any Person Company's leases of the right to use or occupy such Owned Related Real Estate which will be terminated upon completion of the Real Estate Transfer, the leases for the Leased Real Property or are valid and enforceable in accordance with their terms. The Sellers have not received notice of any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or default from the landlord under any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, leases for the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease.
Appears in 1 contract
Samples: Stock Purchase Agreement (Central Garden & Pet Company)
Real Estate. (a) Owned Real Property Interests. Schedule 3.9(a3.18(a) lists each all real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights property and interests appurtenant thereto, in real property owned by any Group Company the Target Companies (each, an “the "Owned Real Property”Property Interests"). With respect to each Owned Real PropertyExcept for: (i) liens for current ad valorem taxes not yet delinquent and other inchoate statutory liens for charges not yet due and payable; (ii) recorded easements, rights of way and roads and highways, if any, which do not individually or in the applicable Group Company has aggregate materially interfere with the conduct of any Target Company's business as presently conducted; (iii) building and zoning regulations of the jurisdictions in which the Real Property Interests are located; (iv) matters of public record; (v) those facts which might be disclosed by an accurate survey of the Real Property Interests; and (vi) such facts and circumstances that are plainly visible or reasonably discernable by a physical inspection of the Owned Real Property Interests (collectively, the "Permitted Liens"), the Target Companies hold good and marketable indefeasible fee simple insurable title (to such the extent applicable) to the Owned Real Property, Property Interests free and clear of all Liens, except any Liens other than the Permitted Liens. Notwithstanding the contents of Schedule 3.18(a), (B) it is the applicable Group Company has intent of Sellers and Buyer that the Target Companies shall retain and be vested with title to all lands and interests in land held by the Target Companies at the time of the execution of this Agreement and any omission of any item therefrom shall not leased or otherwise granted to any Person act as an exclusion of such item from the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights terms and conditions of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinthis Agreement.
(b) Leased Real Property Interests. Schedule 3.9(b3.18(b) lists each (i) all material lands and interests in real property leased, subleased, licensed leased by the Target Companies from or otherwise used or occupied by any Group Company to a third Person (each, a “the "Leased Real Property” and collectivelyProperty Interests" and, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto collectively with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all Interests, and any other interest in real property of the real property ownedTarget Companies that should have been listed on either Schedule 3.18(a) or Schedule 3.18(b) shall be defined as the "Real Property Interests"); (ii) each lease, leasedsublease, occupied assignment of lease, license, occupancy agreement and other agreement, instrument and consent pursuant to which any Target Company leases, occupies or uses the Leased Real Property Interests, or has subleased, assigned or otherwise utilized in connection with granted to others any interests therein, copies of which have been previously provided to Buyer (collectively, the business "Realty Leases"); and (iii) the identity of each lessor, lessee, guarantor, if applicable, and any other party to any of the Group Companies.
(e) Realty Leases. Except as set forth on Schedule 3.9(e)for the Permitted Liens, with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property Realty Leases is legal, valid, binding, enforceable valid and binding without further sublease or assignment and in full force and effect, subject effect as to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, Target Companies and, to the Knowledge best knowledge of the CompanyInsider Stockholders, the as to any other party thereto. There is no material default by any Target Company or, to each Lease is not in material breach the best knowledge of or default the Insider Stockholders, by any other party, under such Leaseany of the Realty Leases except as may be otherwise disclosed on Schedule 3.18(b), and there is no event has occurred or circumstance exists which, with the delivery of notice, notice or the passage of time or both, would constitute a such material breach or default under such Lease on by any Target Company or, to the part best knowledge of the applicable Group Company; (iii) Insider Stockholders, by any other party under any of the Realty Leases. Except as set forth on Schedule 3.18(b), the consummation of the transactions contemplated will not deprive the Target Companies of the existing economic, legal and other benefits under the Realty Leases currently enjoyed by the Target Companies, and no security deposit or portion thereof deposited with respect to such Lease party has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use cancel, terminate or occupy the Leased Real Property (or modify any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge Realty Leases listed on Schedule 3.18(b) by reason of the Companytransactions contemplated under this Agreement, there are no disputes with respect to such Leaseexcept as may be otherwise disclosed on Schedule 3.18(b).
Appears in 1 contract
Samples: Stock Purchase Agreement (Valassis Communications Inc)
Real Estate. Except as set forth in SECTION 3.18 of the Disclosure Schedule, each of the LAI Companies has good and indefeasible title in fee simple to all real properties owned by it and valid leaseholds in all real estate leased by it, in each case, under valid and enforceable leases. Except (a) as disclosed in SECTION 3.18 of the Disclosure Schedule 3.9(aor (b) in any Title Policy (as defined below) listed in SECTION 3.18 of the Disclosure Schedule, none of such real properties is subject to any easements, rights of way, licenses, grants, building or use restrictions, exceptions, reservations, limitations or other impediments which materially and adversely affect the value thereof or which interfere with or impair the present and continued use in the usual and normal conduct of the business of each of LAI Companies. SECTION 3.18 of the Disclosure Schedule lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good street address of each parcel of real property owned by each of the LAI Companies (the "OWNED REAL PROPERTY") and marketable indefeasible fee simple title (ii) as to such each parcel of Owned Real Property, free and clear the number of all Liensthe title policy, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”)if any, and sets forth the name of the landlordcompany issuing such policy, insuring that LAI or a Subsidiary is the fee owner of such parcel (each such policy or title commitment listed in SECTION 3.18 of the Disclosure Schedule being referred to herein as a "TITLE POLICY" and the insured under each such policy being referred to herein as an "INSURED"). Except as set forth in SECTION 3.18 of the Disclosure Schedule, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct LAI Companies have delivered to CMC true and complete copies of all leases, amendments, extensions, guaranties (a) each Title Policy and other modifications thereto with respect (b) as to the Leased each parcel of Owned Real Properties (individually, a “Lease” and collectivelyProperty, the “Leases”recorded deed whereby the Insured acquired title to such parcel. Each Title Policy is valid and binding on the relevant insurer(s) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct in accordance with its terms and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge consummation of the Company, transactions contemplated by this Agreement will not affect the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part interest of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied Insured in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such LeaseTitle Policy.
Appears in 1 contract
Real Estate. (a) Schedule 3.9(a4.22(a) lists of the Disclosure Schedules sets forth a list (containing a materially accurate description) of each parcel of real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, property owned by any Group Company the Target Companies (each, an the “Owned Real PropertyEstate”). With respect to each Owned Real Property: (i) the applicable Group Each Target Company has good and marketable indefeasible title in fee simple title to such absolute to, and is in peaceable possession of, all the Owned Real PropertyEstate identified as owned by such Target Company on Schedule 4.22(a) of the Disclosure Schedules, including, without limitation, the buildings, structures, and improvements situated thereon and appurtenances thereto, in each case free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Encumbrances other than Permitted Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinEncumbrances and those Encumbrances shown on such Schedule 4.22(a) of the Disclosure Schedules.
(b) Schedule 3.9(b4.22(b) lists each of the Disclosure Schedules sets forth a list (containing a materially accurate description) of all real property leasedleased to, subleased, licensed subleased to or otherwise used or occupied by any Group Company or on behalf of the Target Companies (each, a the “Leased Real Property” ”) and all leases, rental agreements, licenses, rights to use or other agreements to which any Target Company is a party pertaining to the leasing or use of any of the Leased Real Property (collectively, the “Leased Real PropertiesEstate Leases”), and sets forth the name . Each Target Company is in peaceable possession of the landlord, premises covered by the name Real Estate Leases to which it is a party. Subject to the terms and conditions of the entity holding such leasehold interest Real Estate Leases, each Target Company has the right to use and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to occupy the Leased Real Properties (individually, a “Lease” Property used and collectively, occupied by such Target Company. The Primary Companies have delivered to the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name Purchaser copies of the parties to each Lease.
(d) The leasehold interests Real Estate Leases used by any of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized Target Companies in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each its operation of the Leased Real Property: (i) . To the Lease for such Leased knowledge of each Primary Company, each of the Real Property Estate Leases is a legal, valid, bindingvalid and binding obligation of the applicable Target Company, enforceable and against such Target Company in full force and effectaccordance with its terms, and, to the knowledge of the relevant Primary Company, the other parties thereto, in each case except to the extent that such enforcement may be subject to proper authorization and execution of such Lease by the other party thereto and subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws of general applicability laws now or hereafter in effect relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group remedies generally. No Target Company is in material breach of violation or default under any Real Estate Lease, nor has any event or condition occurred which, with the giving of notice or passage of time, or both, would be a material violation or default by the applicable Target Company under any Real Estate Lease, and no Target Company has received written notice of any claimed material violation or default with respect to any Real Estate Lease. To the knowledge of each Primary Company, no other party to a Real Estate Lease is in material violation or default of any Real Estate Lease, nor has any event or condition occurred which, with the giving of notice or passage of time, or both, would be a material violation or default by such other party under any Real Estate Lease.
(c) To each Primary Company’s knowledge, no Target Company has received any written notice of any pending condemnation, requisition or taking by any public authority of the whole or any material portion of any Owned Real Estate or Leased Real Property. To the knowledge of the Primary Companies, no such condemnation, requisition or taking has been threatened in writing.
(d) To each Primary Company’s knowledge, each Target Company has all material Permits required by applicable Law to utilize the Owned Real Estate and the Leased Real Property of such Target Company for the purposes for which they are currently being used, and, to the Knowledge of the each Primary Company’s knowledge, the other party to each Lease Target Company is not in compliance in all material breach of or default under respects with such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; Permits.
(iiie) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished The Primary Companies have delivered to the extent required under such Lease; Purchaser copies of (ivi) no Group Company owes any brokerage commissions all existing agreements and documents in the Target Companies’ possession that encumber, bind or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person affect the right to use or occupy Owned Real Estate and the Leased Real Property (or including without limitation any portion thereof) that is leases of the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted Owned Real Estate and any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment subleases of the Leased Real Property under such Lease has been disturbedProperty), and to the Knowledge of the (ii) all existing title insurance policies, title reports and surveys in any Target Company, there are no disputes ’s possession with respect to each parcel of the Owned Real Estate and the Leased Real Property.
(f) Except as set forth on Schedule 4.22(f) of the Disclosure Schedules, no Target Company has granted outstanding options, rights of first refusal, rights of first offer or similar rights to purchase any of the Owned Real Estate.
(g) To each Primary Company’s knowledge, no Target Company has received written notice of any material violation of Law that remains outstanding with respect to the use or occupancy of any such Leasebuildings, structures or improvements.
Appears in 1 contract
Real Estate. (a) Section 5.19(a) of the Company Disclosure Schedule 3.9(a) lists sets forth the address and description of each real property, together with all buildings, structures, improvements and fixtures Owned Real Property located thereon, in the United States and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”)Property that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole. With Except for matters that, individually or in the aggregate, would not reasonably be expected to have a Company Material Adverse Effect, with respect to each Owned Real PropertyProperty that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole: (i) the applicable Group Company or a Company Subsidiary (as the case may be) has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, Encumbrances; and (Bii) neither the applicable Group Company nor any Company Subsidiary has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Neither the Company nor any Company Subsidiary is a party to any agreement or option to purchase any real property or interest therein, except for those contained in the Leases listed in Section 5.19(b) of the Company Disclosure Schedule.
(b) Section 5.19(b) of the Company Disclosure Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location address of each Leased Real Property.
(c) True, correct Property located in the United States and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect Leased Real Property that is material to the Leased Real Properties (individuallybusiness operations of the Company and the Company Subsidiaries, taken as a “Lease” and collectively, the “Leases”) have been whole. The Company has made available to Parent. Schedule 3.9(b) sets forth Parent a true, complete and correct and complete list copy of all Leases, including each Lease for each Leased Real Property that is material to the date and name business operations of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, Company and the Owned Real Property constitute all of Company Subsidiaries, taken as a whole. Except for matters that, individually or in the real property ownedaggregate, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e)would not reasonably be expected to have a Company Material Adverse Effect, with respect to each of the Leased Real PropertyLeases that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole: (i) to the Knowledge of the Company, such Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, effect (but in each case subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equityBankruptcy Exception); (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s or a Company Subsidiary’s possession and quiet enjoyment (as applicable) of the Leased Real Property under such Lease has not been disturbed, ; and (iii) to the Knowledge of the Company, there are no disputes with respect neither the Company nor any Company Subsidiary is in material breach or default under such Lease (beyond applicable notice, grace and/or cure periods).
(c) Except for matters that, individually or in the aggregate, would not reasonably be expected to such Leasehave a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has title to the Leasehold Improvements located at Leased Real Property that is material to the business operations of the Company and the Company Subsidiaries, taken as a whole, free and clear of all Liens, except Permitted Encumbrances.
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Real Estate. (a) Schedule 3.9(a) lists each None of the Company or any of its Subsidiaries owns any real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(bSection 2.16(b) lists each of the Company Disclosure Letter sets forth a true, correct and complete list of the common address and current use of all real property leased, subleased, licensed or otherwise used or occupied (whether as a tenant, subtenant, or pursuant to other occupancy arrangements) by any Group the Company and its Subsidiaries (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Company Leased Real Property.
”) pursuant to leases, subleases, licenses and other occupancy agreements, including all amendments, modifications and supplements with respect to any of the foregoing (cthe “Company Leases”) Trueunder which the Company or any of its Subsidiaries is a tenant, subtenant or occupant, and for each Company Lease indicates whether or not the consent of the landlord will be required in connection with the transactions contemplated by this Agreement. The Company or one of its Subsidiaries (either directly or indirectly) holds a valid and existing leasehold or subleasehold interest, as applicable, in the Company Leased Real Property under each of the Company Leases free and clear of any Liens, except for Permitted Liens. The Selling Parties have delivered or made available to the Purchasing Parties true, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name each of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with Company Leases. With respect to each of the Leased Real PropertyCompany Lease: (i) such Company Lease is, and, assuming the Lease for such Leased Real Property is legalreceipt of the consents set forth in Section 2.16(b) of the Company Disclosure Letter and the provision of any notices required under the Company Leases, validupon the consummation of the transactions contemplated by this Agreement Table of Contents will be, binding, enforceable and (A) in full force and effect, subject (B) the legal, valid, and binding obligation of the Company or the applicable Subsidiary, and (C) current with respect to proper authorization rent and execution of such Lease other sums and charges payable by the other party thereto and subject Company or such Subsidiary pursuant to bankruptcythe Company Lease, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group none of the Company or any of its Subsidiaries is in material breach of or default default, taking into account any notice and cure period, under such Company Lease, to the Knowledge of the Selling Parties, no other party to a Company Lease is in material default, taking into account any notice and cure period, under such Company Lease and, to the Knowledge of the CompanySelling Parties, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists whichthat, with the delivery notice or lapse of noticetime, the passage of time or both, would constitute a material breach or default by the Company or any of its Subsidiaries or permit termination under such Company Lease on the part of the applicable Group Company; by any party thereto, (iii) no security deposit or portion thereof deposited with respect to the terms of such Company Lease has been applied in respect of a breach or default thereunder which has have not been replenished modified in any respect, except to the extent required under that such modifications are set forth in the documents previously delivered or made available to the Purchasing Parties or disclosed to the Purchasing Parties in Section 2.16(b) of the Company Disclosure Letter, and none of the Selling Parties, the Company or its Subsidiaries is currently in negotiations with any landlord to cancel or terminate any Company Lease prior to the end of the stated term of such Company Lease; , (iv) no Group none of the Selling Parties, the Company owes or any brokerage commissions of its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person security interest in its leasehold interest in such Company Lease, and, other than the right to use or occupy Company Leases, none of the Company Leased Real Property (is subject to any lease, sublease, license or other agreement which grants, from the Company or one of its Subsidiaries, to any portion thereof) that is other person, any right to the subject matter use, occupancy or enjoyment of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; part thereof and (viiv) no Group Company’s possession each guaranty by the Company or any of its Subsidiaries, if any, with respect to a Company Lease is in full force and quiet enjoyment effect.
(c) None of the Selling Parties, the Company or any of its Subsidiaries has received written notice of any violation by the Company or any of its Subsidiaries of any existing Law, applicable to any store, distribution facility or warehouse facility operated by the Company or any of its Subsidiaries pursuant to a Company Lease (each, a “Company Facility”), which violation would be reasonably likely to materially adversely affect the present use and operation of the Company Leased Real Property under such Lease Property.
(d) None of the Selling Parties, the Company or any of its Subsidiaries has been disturbedreceived written notice of and, and to the Knowledge of the CompanySelling Parties, there are no disputes pending condemnation or eminent domain Proceedings that affect any Company Leased Real Property.
(e) None of the Selling Parties, the Company or its Subsidiaries has received written notice of any Proceeding and, to the Knowledge of the Selling Parties, there is no Proceeding threatened or pending against the Company or its Subsidiaries with respect to such Leaseany rights or interests of the Company or its Subsidiaries in any portion of the Company Leased Real Property. None of the Selling Parties, the Company or any of its Subsidiaries has received written notice of the existence of any outstanding or pending Order and, to the Knowledge of the Selling Parties, there are no extant Orders relating to the lease, use, occupancy or operation by the Company or its Subsidiaries of the Company Leased Real Property, which Orders would be reasonably likely to materially adversely affect the present use and operation of the Company Leased Real Property.
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Real Estate. (a) Schedule 3.9(a) lists each There are no parcels of real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, property owned by any Group the Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinits Subsidiaries.
(b) Section 3.27(b) of the Disclosure Schedule 3.9(bsets forth all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (the "LEASES") lists each for real property leased, subleased, licensed (the "LEASED REAL PROPERTY") to which the Company or otherwise used any Subsidiary of the Company is a party. The Company or occupied by any Group Company (each, its applicable Subsidiary has a “good and valid leasehold interest in and to all of the Leased Real Property” , subject to no Liens except as described in such Schedule. Each Lease is in full force and collectivelyeffect and is enforceable in accordance with its terms. Except as disclosed in Section 3.27(b) of the Disclosure Schedule, there exists no default or condition which, with the giving of notice, the “Leased Real Properties”)passage of time or both, could become a default under any Lease. The Company has previously made available to Buyer true, complete, and sets forth correct copies of all the name Leases. Except as described in Section 3.27(b) of the landlordDisclosure Schedule no consent, waiver, approval or authorization is required from the name landlord under any Lease as a result of the entity holding such leasehold interest and execution of this Agreement or the location consummation of each Leased Real Propertythe transactions contemplated hereby.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the The Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute constitutes all of the real property owned, leased, occupied or otherwise utilized used in connection with the business of the Group Companies.
(e) Company and its Subsidiaries. Except as set forth disclosed on Schedule 3.9(e)Section 3.27(c) of the Disclosure Schedule, with respect other than the Company and its Subsidiaries, there are no parties in possession or parties having any current or future right to each occupy any of the Leased Real Property: (i) the Lease for such . The Leased Real Property is legal, valid, binding, enforceable in good condition and in full force repair and effect, subject to proper authorization is sufficient and execution of such Lease by appropriate for the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge conduct of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part business of the applicable Group Company and its Subsidiaries. To the Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased's knowledge, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is and all plants, buildings and improvements located thereon conform to all applicable building, zoning and other laws, ordinances, rules and regulations. All permits, licenses and other approvals necessary to the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; current occupancy and (vii) no Group Company’s possession and quiet enjoyment use of the Leased Real Property under such Lease has by the Company and its Subsidiaries have been disturbedobtained, are in full force and to effect and have not been violated, except for violations that, individually or in the Knowledge aggregate, would not have a Material Adverse Effect on the Company. There exists no violation by the Company or any of its Subsidiaries of any covenant, condition, restriction, easement, agreement or order affecting any portion of the Leased Real Property except for violations that, individually or in the aggregate, would not have a Material Adverse Effect on the Company. To the knowledge of the Company and its Subsidiaries, there are is no disputes with respect pending or threatened condemnation proceeding affecting any portion of the Leased Real Property. Except as disclosed on Section 3.27(b) of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company is obligated to such Leasepurchase or lease any real property.
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Samples: Merger Agreement (Aon Corp)
Real Estate. (a) Schedule 3.9(aThe real property described in the Post Closing Leases (which is described in Exhibit K), the DFW Ground Lease and the real estate leases comprising part of the Assumed Contracts (the real estate leases comprising part of the Assumed Contracts and the DFW Ground Lease are herein collectively called the “Real Estate Leases”) lists each reflect or describe, collectively, all of the parcels of real propertyproperty constituting the real property owned or otherwise used by the Sellers in the operation of the Dealerships (collectively, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an the “Owned Real PropertyEstate”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each The Sellers are not party to any leases, subleases, licenses or similar agreements which are for the use or occupancy of real property estate owned by a third party other than the Real Estate Leases. The Sellers have not leased, subleased, licensed or otherwise used or occupied by any Group Company (eachor, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties except pursuant to easements and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of matters filed for record in the real property ownedrecords, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted to any Person Person, other than the Sellers’ Affiliates, the right to use or occupy the Leased Real Property (Estate or any portion thereof.
(c) With respect to the Real Estate: (i) there are no pending or, to Seller’s Knowledge or the Knowledge of any of the Real Estate Owners, threatened condemnation proceedings, and (ii) except for the Assumed Contracts, the Construction Documents, the DFW Ground Lease and other agreements filed for record in the real property records, there are no Contracts relating to service, management or similar matters which affect any such parcel and that would be binding on Purchaser following Closing.
(d) Each Real Estate Owner owns fee simple title to its applicable parcel of Real Estate that is the subject matter of a Post Closing Lease, which at the time of Closing will be free and clear of all restrictions, liens, encumbrances, easements, exceptions, Uniform Commercial Code financing statements and security interests of every kind and character, except for the Existing Encumbrances (which Existing Encumbrances include the liens and security interests described in each SNDA, as applicable) and, in the case of the Short Term Leases, all matters of record affecting title thereto.
(e) No Seller or Real Estate Owner has Knowledge of any proceedings, or any proposed or threatened proceedings, to change such zoning classification or land use plan or the conditions applicable thereto, and shall not itself apply for or acquiesce in any such change. No Seller or Real Estate Owner has Knowledge or any violation of any requirement or condition to such zoning classification or land use plan which is applicable to all or any portion of any Real Estate owned by it.
(f) Except for leases that will be terminated as of Closing and except for the DFW Ground Lease, no Seller or Real Estate Owner has Knowledge of any unrecorded leases, options, or rights of first refusal affecting title to the Real Estate owned by the respective party. Except for leases that will be terminated as of Closing, the DFW Ground Lease, and leases that constitute Existing Encumbrances, there are no other written or oral leases affecting any of the Real Estate owned by it. Except as set forth in the Existing Encumbrances, no Seller or Real Estate Owner has Knowledge of rights of occupancy relating to the Real Estate owned by it, or that any Person has any right of possession or occupancy in any part of the Real Estate owned by it.
(g) There is no surface drilling conducted on any of the Real Estate owned by a Real Estate Owner.
(h) No Seller or Real Estate Owner has received any notices from any insurance company of any defects or any inadequacies in the Real Estate owned by such party or any part thereof that have not been remedied and which would adversely affect the insurability of the Real Estate owned by such party or asserting that any of the Real Estate owned by such party is not is in compliance with the requirements of all insurance carriers currently providing insurance coverage for the Real Estate and such improvements owned by such party.
(i) Except as set forth in the Existing Encumbrances, no Seller or Real Estate Owner has Knowledge of any commitments or side agreements existing with any governmental authority, utility company, school board, church or other religious body, or any homeowners or homeowners’ association, or with any other organization, group, party, or individual, relating to the Real Estate owned by such party which would impose an obligation upon the owner of such Lease; Real Estate, or its successors or assigns, to make any contribution or dedication of money or land or to construct, install or maintain any improvements of as public or private nature on or off such Real Estate.
(vij) no Group Company has collaterally assigned or granted any To the Knowledge of Sellers and Real Estate Owners, the DFW Ground Lease and each Construction Document (i) is a legal, valid and binding obligation of PPJ Land LLC and, as applicable, such Real Estate Owner and the other security interest parties thereto, (ii) is in such Leased Real Property or any interest therein; full force and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to effect in accordance with its terms. To the Knowledge of the CompanyReal Estate Owners, there are (1) no disputes Real Estate Owner that is party to, nor any other party to, any Construction Document, nor PPJ Land LLC with respect to the DFW Ground Lease, is in material breach of or material default under, or has provided or received any written notice alleging any breach of or default under the DFW Ground Lease or any Construction Document, as applicable, (2) with regard to the assignment thereof to Purchaser, except for the consent of the landlord under the DFW Ground Lease and the counterparties to the Construction Documents, neither the assignment of the DFW Ground Lease nor any Construction Document requires any consent or approval from any other Person, and (3) no event has occurred (with or without notice, the lapse of time or both) would constitute a breach thereof by any Real Estate Owner or any counterparty thereto. None of the counterparties to the DFW Ground Lease or any Construction Document has notified any Real Estate Owner in writing that it intends to terminate, cancel or not renew any such LeaseContract.
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Samples: Asset Purchase Agreement (Asbury Automotive Group Inc)
Real Estate. (a) Schedule 3.9(a3.20(a) lists each real propertycontains a true, together with all buildings, structures, improvements complete and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear accurate list of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property premises leased, subleased, or licensed or otherwise used or occupied by any Group the Company Entities for the operation of the business of the Company Entities, excluding the use of facilities of Governmental Authority customers of the Company Entities in accordance with the Current Government Contracts and use of home offices by employees of the Company Entities in the Ordinary Course of Business of the Company Entities (each, a each an “Leased Real Property” and collectively, Excluded Facility”) (the “Leased Real PropertiesPremises”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, licenses, lease guaranties, agreements, amendments, extensions, guaranties extensions and other modifications thereto with respect renewals pursuant to which any Company Entity occupies or has the right to occupy any Leased Real Properties Premises (individually, a “Lease” and collectively, the “Leases”) have been ). The Company has made available to Parent. Schedule 3.9(b) sets forth the Purchaser a true, correct complete and complete list accurate copy of all Leases, including the date and name each of the parties Leases. The Company Entities are not party to each Lease.
(d) The leasehold interests any oral leases, subleases or license agreements nor otherwise granted any third party the right to occupy or use any of the Group Companies, Leased Premises. The Leased Premises and the Leased Real PropertiesExcluded Facilities constitute all interests in real property currently owned or leased by the Company Entities, and the Owned Real Property such interests in real property constitute all of the interests in real property owned, leased, occupied or otherwise utilized in connection with necessary for the performance and operation of the business of the Group Companies.
Company Entities as currently conducted. The Leases (ei) are valid, binding and enforceable obligations of the Company Entities in accordance with their terms and are in full force and effect, except as enforceability may be limited by bankruptcy, insolvency or other Laws affecting creditors’ rights generally and the exercise of judicial discretion in accordance with general equitable principles; and (ii) other than as set forth on Schedule 3.5, the Company Entities have not given or received (x) any written notice of alleged breach or default thereunder by or with respect to any party thereto which has not been remedied or (y) written notice of the termination of any Lease prior to its expected expiration as set forth in its written terms and conditions. All rent and other sums and charges due and payable by the Company Entities to the landlord or any counterparty under any Leases are current in all material respects. No Company Entity is a party to any lease brokerage, commission or finder’s agreement. Except as set forth on Schedule 3.9(e)3.8, with respect to each no Company Entity has pledged, assigned or otherwise encumbered any of the Leases or the leasehold estates, rights or interests created by such Leases. The Leased Real Property: Premises are (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable in good operating condition and in full force and effectrepair, subject to proper authorization ordinary wear and execution tear (consistent with the age of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equityLeased Premises); (ii) no Group Company is not in material breach need of maintenance or default under such Lease, and, repair except for ordinary routine maintenance and repair; and (iii) to the Company’s Knowledge, structurally sound with no known defects. Neither Company Entity has received written notice of any pending, and to the Company’s Knowledge there is no threatened, condemnation proceeding (or any consensual agreement in lieu thereof) or rezoning application or proceeding with respect to any Leased Premises which would or would reasonably be expected to adversely affect the operation of the Company Entities’ business as currently conducted thereon in any material respect.
(b) To the Company’s Knowledge, the other party Leased Improvements are (i) structurally sound with no known material defects; (ii) in substantially good operating condition and repair, subject to each Lease is not in material breach of or default under such Lease, ordinary wear and no event has occurred or circumstance exists which, tear (consistent with the delivery age of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Companyitems); (iii) no security deposit not in need of material maintenance or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Leaserepair except for ordinary routine maintenance and repair; and (iv) no Group Company owes in conformity in all material respects with all applicable Laws and the applicable Lease, in each case, relating thereto currently in effect. Except as set forth on Schedule 3.20(b), all “landlord work,” all “tenant work” and any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property corresponding credits (or any portion credits in lieu thereof) that is contemplated or required under all Leases, have been completed (or credited, as applicable) and no capital improvements are required to be made to any Leased Premises pursuant to the subject matter terms of such any Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment . All of the Leased Real Property under Improvements on the Leased Premises are located entirely on such Lease Leased Premises. Neither Company Entity has been disturbed, and to the Knowledge received any written notice that any of the CompanyLeased Improvements or Leased Premises are (i) in violation of any applicable Laws, there are including, without limitation, zoning Laws and/or building codes, or (ii) in violation of any applicable declaration of covenants, conditions or restrictions, reciprocal easement agreements, or any other covenant, condition, restriction or easement applicable to any of the Leased Premises. Neither Company Entity has received any written notice of any planned assessments that would be such Company Entity’s obligation to pay under any Lease, or any written notice of any planned changes to zoning Laws applicable to any Leased Premises.
(c) The Company Entities own no disputes with respect to such Leasereal property.
Appears in 1 contract
Real Estate. (a) Sections 4.13(a)(i) and 4.13(a)(ii) of the Disclosure Schedule 3.9(acontain true, correct and complete list of (i) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each , including the name of the owner of record thereof, an accurate street address and tax parcel identification number for all tracts, and a brief description of the use of such Owned Real Estate and (ii) all Leased Real Property: , including, without limitation, an accurate street address, a brief description of the use of such Real Property and an accurate description (iby location, name of (sub)lessor, name of (sub)lessee, date of lease and term expiry date) of Real Property Lease. Except as set forth on Section 4.13(a) of the applicable Group Company Disclosure Schedule, none of the Sellers owns or holds, or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell, assign or dispose of any of the Real Property. Except as set forth on Section 4.13(a) of the Disclosure Schedule each of the Sellers has good and marketable at Closing will transfer to Buyer good, indefeasible fee simple and transferable title to such Owned to, or valid leasehold interest in, its estates in the Real Property, free and clear of all Liens, except any Liens other than Permitted Liens. Except as set forth on Section 4.13(a) of the Disclosure Schedule, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Sellers enjoy peaceful and undisturbed possession under all Real Property or any portion thereof; (C) there Leases that are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinAssumed Agreements.
(b) Schedule 3.9(bTo the knowledge of Sellers, except as set forth on Section 4.13(a) lists each real property leasedof the Disclosure Schedule, subleasedall material components of all improvements included within any Real Estate, licensed or otherwise used or occupied by any Group Company including, without limitation, the roofs and structural elements thereof and the heating, ventilation, air conditioning, plumbing, electrical, mechanical, sewer, waste water, storm water, paving and parking equipment, systems and facilities included therein (each, a “Leased Real Property” and collectively, the “Leased Real PropertiesImprovements”), are in good operating condition and sets forth repair, subject only to ordinary wear and tear of same, and are adequate to conduct the name Business as currently conducted. Each of the landlordpremises on each parcel of Real Property has access to sufficient quantities of water, sewer, gas, steam, electric, telephone, drainage and other utilities required to conduct the name Business as presently conducted. None of the entity holding Sellers has received any written notice of any termination or material impairment of any such leasehold interest and utilities and, to the location knowledge of each Leased Real PropertySellers, no such termination or material impairment will occur prior to, on or after the Closing Date.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each Section 4.13(c) of the Leased Disclosure Schedule all material Permits and third party consents and approvals required to have been issued to any of the Sellers to enable any Real Property: (i) Property to be lawfully occupied and used for all of the Lease purposes for which such Leased Real Property is legalcurrently occupied and used, valid, binding, enforceable have been lawfully issued and are in full force and effect. Except as set forth on Section 4.13(c) of the Disclosure Schedule, subject none of the Sellers has received any notice of any pending, threatened or contemplated condemnation proceeding affecting any Real Property or any part thereof or any proposed termination or impairment of any parking at any of the Real Property or of any sale or other disposition of any of the Real Property or any part thereof in lieu of condemnation and, to proper authorization and execution the knowledge of such Lease by Sellers, no condemnation, termination or impairment will occur prior to, on or after the Closing Date.
(d) Except as set forth on Section 4.13(d) of the Disclosure Schedule:
(i) none of the Real Property, Improvements, or other party facilities or fixtures related thereto and subject or the current use thereof, (A) contravenes, violates or fails to bankruptcyconform in any material respect with applicable Laws or restrictive covenants, insolvencyincluding, reorganizationwithout limitation, moratorium regulations under the Americans with Disabilities Act or similar Laws of general applicability otherwise relating to the disabled or affecting creditors’ rights and to general principles (B) encroaches upon the real property or any right-of-way or easement of equity; others, nor is any such Real Property encroached upon by structures of others in any case in any material manner;
(ii) no Group Company material charges or violations have been filed, served, made or, to the knowledge of Sellers, threatened against Sellers or any other Person relating to the Real Property or the Improvements or any of the operations conducted at any Real Property;
(iii) except pursuant to the Real Property Leases, at the Closing there will exist no restriction on the use, transfer or mortgaging of any Real Property;
(iv) there are no developments affecting any of the Real Property or interests of Sellers or therein pending or threatened that might reasonably be expected to curtail or interfere in any material respect with the use of any such Real Property for the purposes for which it is in material breach of or default under such Lease, now used and, to the Knowledge knowledge of Sellers, no such developments will arise prior to, on or after the Closing Date.
(e) None of the CompanySellers has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Real Property, except for assignments, transfers, conveyances, mortgages, deeds of trust or other party to each Lease is not in material breach encumbrances that will be released or terminated at Closing.
(f) True, complete and accurate copies of (i) all deeds, leases, existing title insurance policies and surveys of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished pertaining to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property and (ii) all instruments, agreements and other documents evidencing, creating or constituting any portion thereof) that is Liens or other encumbrances affecting the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has have been disturbed, and made available to the Knowledge of the Company, there are no disputes with respect to such LeaseBuyer.
Appears in 1 contract
Real Estate. (a) Schedule 3.9(aThe Company does not have any interest in real property other than as a lessee of the property demised under the Real Property Leases (as hereinafter defined) lists each and has never owned any real property, together with .
(b) The leasehold estates listed on Schedule 3.7(b) are all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) of the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) leasehold estates under which the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement lessee, sublessee or option to purchase sublessor of any real property or interest therein.
therein (b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased "Real Properties”Property Leases") (the premises demised under the Real Property Leases are, collectively, referred to herein as the "Real Property"). No proceeding is pending or, to the best knowledge of the Company, threatened, for the taking or condemnation of all or any portion of the Real Property. Except as disclosed on Schedule 3.7, the Company holds valid title to the leasehold estates and the Real Property Leases free and clear of any encroachment, sublease, right of occupancy or use of any third party, mortgage, pledge, lien, security interest, encumbrance, claim, charge, covenant, conditional limitation or other restriction of any kind, except for: (i) real property taxes, if any, affecting the properties of which the premises demised under the Real Property Leases form a part, not yet due and payable or for which adequate provision has been made; (ii) landlord's liens, encumbrances, and other restrictions set forth in the Real Property Leases or related documents or imposed by applicable law; (iii) easements, rights-of-way, restrictions, minor defects or irregularities in title, and other encumbrances not interfering in any material respect with the ordinary conduct of the business of the Company. Except as set forth on Schedule 3.7(b), there is no brokerage commission or finder's fee due from the Company and sets forth the name unpaid with regard to any of the landlordReal Property Leases, or which will become due any time in the name of the entity holding such leasehold interest and the location of each Leased future with regard to any Real PropertyProperty Lease.
(c) TrueExcept as set forth on Schedule 3.7(c), correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name knowledge of the parties to each LeaseCompany, there are no: (i) unrecorded agreements; (ii) rights of occupancy; or (iii) mortgages, pledges, liens, security interests, encumbrances, claims, charges which materially encumber any of the properties demised under any of the Real Property Leases.
(d) The leasehold interests Except as set forth on Schedule 3.7(d), there are no easements, rights of way or licenses necessary for the operations of the Group Companies, properties demised under the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized Leases which are not in connection with the business of the Group Companiesfull force and effect.
(e) Except as set forth on Schedule 3.9(e3.7(e), with respect to each the premises demised under the Real Property Leases and the building systems such as heating, plumbing, ventilation, air conditioning and electric used in the operation of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and are adequate in full force and effect, subject to proper authorization and execution of such Lease by all material respects for the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge current operations of the Company, and the other party Real Property and such building systems now being used by the Company in its business and operations, whether leased or owned, are in working order, repair and operating condition (normal wear and tear excepted), and are, to each Lease the knowledge of the Company, without any material structural defects.
(f) The Company is not in material breach or monetary default nor has it received any notice of any material or default under such Leasemonetary default, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute failed to take any action that could result in a material breach or default monetary default, under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of . To the Company's knowledge, there are no disputes with respect other party to any such Leaselease is in material or monetary default thereunder.
Appears in 1 contract
Samples: Merger Agreement (Physician Computer Network Inc /Nj)
Real Estate. (a) The attached Real Estate Schedule 3.9(a) lists sets forth the address of each parcel of real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, property owned by any Group each of the Company (each, an “Owned Real Property”)and its Subsidiaries. With respect to each Owned Real Property: property:
(i) The Company or its Subsidiaries is the applicable Group legal titleholder of the real property listed on the attached Real Estate Schedule (the “Property”), and Company has good good, merchantable and marketable indefeasible fee simple title to such Owned Real the Property, free and clear of all Liensliens, encumbrances, claims, covenants, conditions, restrictions, easements, rights of way, options, judgments or other matters, except Permitted Liens, Liens and as set forth on the Real Estate Schedule attached hereto.
(Bii) the applicable Group Company has not received no notice of any proceedings pending or threatened to change, downzone or reclassify the existing zoning classification as to any portion of the Property.
(iii) There are no existing defects, structural, mechanical or otherwise, in the improvements included as part of the Property which could reasonably be expected to have a Material Adverse Effect. Company has no Knowledge, and has received no notices from governmental officials, insurance carriers or others to the effect that any of the Property (or any use thereof) is in violation of any Legal Requirement.
(iv) except as set forth on the Real Estate Schedule, none of the Company and its Subsidiaries has leased or otherwise granted to any Person person the right to use or occupy such Owned property, and
(v) except as set forth on the Real Property or any portion thereof; (C) Estate Schedule, other than the right of the Purchaser pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinthereof.
(b) The attached Real Estate Schedule 3.9(b) lists each all real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name that each of the landlord, the name of the entity holding such leasehold interest Company and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and its Subsidiaries leases or subleases from any other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to ParentPerson. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e)the attached Real Estate Schedule, to the Company’s Knowledge, with respect to each of lease and sublease listed on the Leased Real Property: (i) Estate Schedule, the Lease for such Leased Real Property lease or sublease is legal, valid, binding, enforceable enforceable, and in full force and effect, subject except where the illegality, invalidity, nonbinding nature, unenforceability, or ineffectiveness could not reasonably be expected to proper authorization and execution have a Material Adverse Effect. None of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium Company or similar Laws any of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company its Subsidiaries is in material breach of or default under such Leaseany lease or sublease which default could result in a Material Adverse Effect, and, to the Knowledge of the Company’s Knowledge, the other party to each Lease no landlord (or sublandlord, as applicable) is not in material breach of or default under any such Lease, and no event has occurred lease or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Leasesublease.
Appears in 1 contract
Real Estate. (a) One or more Company Members owns interests in real estate identified in Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company 2.3.23 of the Disclosure Schedules (each, an “the "Owned Real Property”Premises"). With respect to each Owned Real Property: such parcel of owned real property:
(i) the applicable Group Company Member has good and marketable indefeasible fee simple title to such Owned Real Propertythe parcel of real property, free and clear of all Liensany Encumbrance, easement, covenant or other restriction, except Permitted Liensfor Encumbrances, easements, covenants and other restrictions of record which do not affect materially and adversely the current use, occupancy or marketability of title, of the property subject thereto;
(B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (Cii) there are no pending or, to the knowledge of the Seller, threatened condemnation, expropriation, eminent domain or other similar proceedings, lawsuits or administrative actions relating to the property which materially and adversely affect the current use or occupancy thereof;
(iii) except as set forth in Schedule 2.3.23 of the Disclosure Schedules, there are no outstanding optionswritten or, rights to the knowledge of first offer Seller, oral rights, agreements, options or rights of first refusal to purchase such Owned Real Property the parcel of real property, or any portion thereof or interest therein. No Group Company is a party , which have been granted to any agreement other person; and
(iv) to the knowledge of Seller, there are not parties (other than the respective Company Member) in possession of or option holding any rights to purchase take possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 2.3.23 of the Disclosure Schedules who are in possession of space to which they are entitled and other than any parties holding rights, the exercise of which would not materially and adversely affect the current use or occupancy of the real property or interest thereinsubject thereto.
(b) One or more Company Members leases or subleases interests in real estate identified in Schedule 3.9(b) lists 2.3.23 of the Disclosure Schedules (the "Leased Premises"; and, together with the Owned Premises, the "Real Estate"). With respect to each such parcel of leased or subleased real property leasedproperty, subleased, licensed or otherwise used or occupied by any Group Company (eachexcept as set forth in Schedule 2.3.23 of the Disclosure Schedules, a “Company Member is the lessee of each of the Leased Real Property” and collectively, the “Leased Real Properties”)Premises, and sets forth the name no party other than a Company Member has any right to possession, occupancy or use of any of the landlord, the name of the entity holding such leasehold interest and the location Leased Premises. A copy of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect lease relating to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have Premises has been made available to Parent. Schedule 3.9(b) sets forth a truePurchaser, correct together with all amendments and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party modifications thereto and subject to bankruptcysubordination, insolvency, reorganization, moratorium attornment or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied non-disturbance agreements in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease.
Appears in 1 contract
Samples: Stock Purchase Agreement (Royster-Clark Nitrogen Realty LLC)
Real Estate. (a) Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth SCHEDULE 3.12A attached hereto contains a true, correct and complete list of (i) the addresses and legal descriptions of all Leasesreal property owned by the Company or any Subsidiary (the "Real Estate"), including and (ii) all mortgages, charges, liens, debentures, leases, underleases or tenancies, or, to the knowledge of the Shareholders (which shall be deemed to include any matter of public record), any other adverse rights, conditions, privileges, easements, quasi-easements, overriding claims, options, rights of pre-emption, covenants, restrictions, exceptances, reservations or interests, claims and any matters or things registered or capable of registration in any Registry affecting the Real Estate (collectively, the "Exceptions"). On the Closing Date, the Company or the relevant Subsidiary will have good, clear, registered and marketable title to the Real Estate and is the beneficial and legal owner in exclusive possession of the estates or interests in the Real Estate specified in SCHEDULE 3.12A free from any mortgage, charge, lien, debenture, lease, underlease, tenancy adverse right, condition, privilege, easement, quasi-easement, overriding claim, option, right of pre-emption, covenant, restriction, exceptance, reservation or interest, claim and any matters or things registered or capable of registration in any Registry, free and clear of all Exceptions, other than the permitted exceptions set forth on SCHEDULE 3.12B (the "Permitted Exceptions"), and the Company is in a position without incurring any liabilities thereby to sell each parcel of Real Estate with a full title guarantee for the purposes of the Law of Property (Miscellaneous Provisions) Act 0000. Xxere are appurtenant to each of the Real Estate all rights and easements necessary for its current use and enjoyment (without restriction as to time or otherwise).
(b) Copies of all material documents relating to each of the Real Estate have been supplied to the Buyer's Solicitors prior to the date hereof and name the written replies to the written enquiries of the parties Buyer's Solicitors relating to the Real Estate are true complete and accurate in all respects.
(c) The Company does not by its use or occupation of the Real Estate or any of them contravene any lease or other right under which it occupies the same and/or any requirement or restriction having the force of law and has complied with all covenants conditions restrictions statutory and other requirements bye laws orders and regulations (including, without limitation, any imposed by or pursuant to the Planning Acts (as defined in Section 336 of the Town and Country Planning Act 1990) or any Building Acts or Regulations) affecting each LeaseReal Estate, to the extent such failure materially affects the Real Estate or the Company's use, occupation or powers of disposal of the same.
(d) The leasehold interests No notices orders proposals applications requests or schedules of dilapidations affecting or relating to any of the Group Companies, Real Estate have been served or to the Leased Real Properties, and the Owned Real Property constitute all knowledge of the real property owned, leased, occupied Shareholders made by any authority or otherwise utilized other person or by the Company and there are no circumstances which are likely to result in connection with the business of the Group Companiesany being served or made.
(e) Except as set forth on Schedule 3.9(e), with respect to each There exists no dispute between the Company and the landlord or the tenant or occupier of the Leased Real Property: Estate or any of them or any part thereof or the owner or occupier of any other premises adjacent to any of the Real Estate and the Shareholders are not aware of any circumstances which may give rise to any such dispute.
(if) The buildings and other structures on the Lease Real Estate are in good and substantial repair and fit for such Leased the purpose for which they are used and, so far as the Shareholders are aware, there is no material defect in the construction or condition of any of the Real Property Estate and no dangerous or deleterious materials have been used in the construction thereof.
(g) The Real Estate is legal, valid, binding, enforceable and in full force and effect, not subject to proper authorization and execution any leasehold interest other than in favor of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium Conduit Communications Limited.
(h) There is no outstanding monetary claim or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed liability contingent or otherwise granted any Person affecting the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; Estate and (viiin the case of leasehold property) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Lease.rent reviews in the course of being determined or exercisable by the landlord from a date prior to
Appears in 1 contract
Samples: Share Purchase Agreement (International Integration Inc)
Real Estate. (a) Section 3.12 of the Disclosure Schedule 3.9(a) lists each real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: sets forth (i) the applicable Group address and legal description of all real property owned by the Company has good or any Subsidiary and marketable indefeasible fee simple title all buildings and other structures located on such real property; (ii) all leases, subleases or other agreements, including all amendments and other modifications, under which the Company or a Subsidiary is lessor or lessee of any real property (the "Leases"); (iii) all options held by the Company or a Subsidiary to such Owned Real Propertypurchase or acquire any interest in real property; and (iv) all options granted by the Company or a Subsidiary to sell or dispose of any interest in real property. The Company or a Subsidiary is the owner of record, lessee under the Leases or holder of the options, as the case may be, of each of the items set forth on the Disclosure Schedule free and clear of all Liens, defects, claims, rights of possession or other encumbrances (except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlordCompany or a Subsidiary, the name of the entity holding such leasehold interest as applicable, has good and the location of each Leased Real Property.
(c) True, correct marketable title in and complete copies of to all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the owned real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on the Disclosure Schedule 3.9(e), with respect subject to each no Liens except Permitted Liens and Liens in favor of the Leased Real Property: (i) Banks pursuant to the Lease for such Leased Real Property is legal, valid, binding, enforceable Credit Agreement. Such Leases and other agreements are in full force and effecteffect and the Company and the Subsidiaries have not received notice of any default thereunder, subject to proper nor of any condition which would become a default with the giving of notice, the passage of time, or both. Except as described on Section 3.12 of the Disclosure Schedule, no consent, waiver, approval or authorization and is required from the landlord under any Lease as a result of the execution of such Lease by this Agreement or the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws consummation of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) the transactions contemplated hereby. There is no Group Company is in material breach of or default under such Lease, andpending or, to the Knowledge of the Company, the other party to each Lease is not in material breach of Sellers or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Leaseany threatened condemnation proceeding affecting any portion of the real property owned or leased by the Company or any Subsidiary.
Appears in 1 contract
Samples: Stock Purchase Agreement (Precision Engine Products Corp)
Real Estate. (a) Section 5.13(a) of the Seller’s Disclosure Schedule 3.9(a) lists each sets forth a list, as of the date hereof, of all real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, property owned by any Group Company the Asset Sellers (eachin respect of the B&K Business), an the B&K Companies or the Subsidiaries of the B&K Companies (the “Owned Real Property”). With Each of the Asset Sellers (in respect to each Owned Real Property: of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, has (i) the applicable Group Company has good good, marketable and marketable indefeasible and insurable fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property located in the United States and (ii) legal and beneficial title to the Owned Real Property located outside of the United States, in each case, subject only to Permitted Encumbrances. Except for such matters which are disclosed on Section 5.13(b) of the Seller’s Disclosure Schedule or which arise by reason of any portion thereof; statutory provision governmental or other authority or local law and other than to Buyers under this Agreement, none of the Asset Sellers (C) there are no outstanding in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, have granted options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company None of the Asset Sellers (in respect of the B&K Business), the B&K Companies or the Subsidiaries of the B&K Companies, as applicable, is a party to any agreement or option to purchase any real property or interest therein.
(b) Section 5.13(b) of the Seller’s Disclosure Schedule 3.9(b) lists each sets forth a list, as of the date hereof, of all leases and material subleases, licenses and concessions, of real property leasedthe Asset Sellers (in respect of the B&K Business), subleased, licensed the B&K Companies or otherwise used or occupied by the Subsidiaries of the B&K Companies as of the date hereof for use in the operation of any Group Company portion of the B&K Business (each, a “Leased Real Property” and collectively, the “Leased Real PropertiesProperty Leases”), and sets forth the name . Each of the landlordReal Property Leases is enforceable and in full force and effect as of the date hereof. No notice has been received by the Asset Sellers (in respect of the B&K Business), the name B&K Companies or the Subsidiaries of the entity holding such leasehold interest and B&K Companies from the location landlords of each Leased the Real Property.
(c) True, correct and complete copies Property Leases in respect of all leases, amendments, extensions, guaranties and other modifications thereto with respect to any existing material default of the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list Property Leases which remain outstanding as of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) hereof. Except as set forth on in Schedule 3.9(e5.13(b), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by Leases: the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditorsAsset Sellers’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach the B&K Business), the B&K Companies’ or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleasedSubsidiaries of the B&K Companies’, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s as applicable, possession and quiet enjoyment of the Leased Real Property under such Real Property Lease has not been disturbed, and to except for any such disturbances that have not materially affected the Knowledge use of the CompanyLeased Real Property.
(c) Except as set forth in Section 5.13(c) of the Seller’s Disclosure Schedule no party other than the Asset Sellers (in respect of the B&K Business), there are no disputes with respect the B&K Companies or the Subsidiaries of the B&K Companies is entitled to such Leaseuse or occupy either the Owned Real Property or the premises demised under the Real Property Leases as of the date hereof.
(d) The Owned Real Property and the Leased Real Property identified in Section 5.13 of the Seller’s Disclosure Schedule comprise all of the real property used or intended to be used in, or otherwise related to, the B&K Business.
Appears in 1 contract
Samples: Stock and Asset Purchase Agreement (American Standard Companies Inc)
Real Estate. (i) Section 3.1(q)(i) of the VCAM Disclosure Schedule sets forth all real property owned by VCAM or any of its Subsidiaries. Except as set forth in Section 3.1(q) of the VCAM Disclosure Schedule, VCAM or one of its Subsidiaries is the owner of (a) Schedule 3.9(a) lists each fee title to the real property, together with property described in the VCAM SEC Documents as being owned by VCAM and to all of the buildings, structures, improvements and fixtures located thereon, and all easements structures and other rights improvements located thereon and interests appurtenant thereto(b) a leasehold interest in the new headquarters facility of VCAM as described in the VCAM SEC Documents (the "HEADQUARTERS FACILITY"), owned by any Group Company (each, an “Owned Real Property”). With respect to in each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, case free and clear of any mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation except for any of the foregoing which would not have a Material Adverse Effect with respect to VCAM.
(ii) Section 3.1(q)(ii) of the VCAM Disclosure Schedule sets forth all Liensmaterial leases, except Permitted Lienssubleases, (B) the applicable Group Company licenses or other agreements under which VCAM or any of its Subsidiaries uses or occupies, or has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property occupy, now or any portion thereof; (C) there are no outstanding optionsin the future, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinimprovements thereon (the "VCAM REAL PROPERTY LEASES"). Except as disclosed in the VCAM SEC Documents, to VCAM's knowledge all VCAM Real Property Leases are valid and binding on the lessors thereunder in accordance with their respective terms and to VCAM's knowledge, there is not under any such VCAM Real Property Leases any existing default, or any condition, event or act which with notice or lapse of time or both would constitute such a default, which in either case, considered individually or in the aggregate with all such other VCAM Real Property Leases under which there is such a default, condition, event or act, has or will have a Material Adverse Effect with respect to VCAM.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(eiii) Except as set forth on Schedule 3.9(ein Section 3.1(q)(iii) of the VCAM Disclosure Schedule, Fleet Real Estate, Inc., a Rhode Island corporation ("FLEET"), is the owner of fee title to the Headquarters Facility free and clear of any mortgage, deed of trust, lien, pledge, security interest, claim, lease, charge, option, right of first refusal, easement, restrictive covenant, encroachment or other survey defect, encumbrance or other restriction or limitation (collectively, "REAL PROPERTY LIENS"). VCAM has the ability to terminate the lease with respect to each the Headquarters Facility at any time without penalty for an amount equal to the total of the Leased Real Property: (iv) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution amount of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited loans outstanding with respect to the property, (w) Fleet's investment in the facility, (x) any accrued and unpaid interest and fees on such Lease has been applied in respect of a breach or default thereunder which has not been replenished outstanding loans, (y) all accrued and unpaid yield on Fleet's equity investment and (z) other amounts owing under the transaction documents (including all unpaid impositions payable pursuant to the extent required under such Lease; (ivtransaction documents) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company and has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased require Fleet to transfer fee title to it free and clear of any Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such LeaseLiens.
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Real Estate. (a) Schedule 3.9(a3.13(a) lists each real property, together with sets forth a list of all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “the Owned Real Property”). With respect to each the Owned Real Property: , (i) the applicable Group Company has good and marketable indefeasible title in fee simple title to such the Owned Real Property, free and clear of all Liens, Encumbrances except Permitted Liens, (A) as disclosed in Schedule 3.13(a) and (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; Permitted Encumbrances, (Cii) there are no outstanding options, rights of first offer options or rights of first refusal in favor of any other party to purchase such the Owned Real Property or any portion thereof or interest therein. No Group , (iii) there are no leases, subleases, licenses, options, rights, concessions or other agreements, affecting any portion of the Owned Real Property, (iv) all existing water, sewer, gas, electricity, telephone and other utilities required for the construction, use, occupancy, operation and maintenance of the Owned Real Property are adequate in all material respects for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists, and (v) the Company is a party has all rights of access necessary for ingress to any agreement and egress from the Owned Real Property from or option to purchase any real property or interest thereinpublic streets.
(b) Schedule 3.9(b3.13(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, sets forth a “list of all Leased Real Property” and collectively, . The Seller has made available to the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct Purchaser true and complete copies of all leases, amendments, extensions, guaranties leases and other modifications thereto with subleases relating to the Leased Real Property. With respect to the Leased Real Properties Property, (individuallyi) the Company has good and valid leasehold estates in the Leased Real Property, a “Lease” free and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list clear of all LeasesEncumbrances except Permitted Encumbrances, including (ii) all existing water, sewer, gas, electricity, telephone and other utilities required for the date construction, use, occupancy, operation and name maintenance of the parties Leased Real Property are adequate for the use, occupancy, operation and maintenance thereof, as currently conducted or currently exists, and (iii) the Company has all rights of access necessary for ingress to and egress from the Leased Real Property. Except as set forth on Schedule 3.13(b), (A) each Leasesuch lease or sublease is legal, valid, binding and enforceable and in full force and effect and (B) the consummation of the transactions contemplated by this Agreement will not cause a material breach or require any third party consent under any such lease or sublease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(ec) Except as set forth on Schedule 3.9(e3.13(c), (i) neither the Seller nor the Company has, since January 1, 1992, received written notice of any pending or, to the knowledge of the Company and the Seller, threatened condemnation or eminent domain proceedings or their local equivalent with respect to each of the Owned Real Property or the Leased Real Property: (i) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Leasethe Owned Real Property, and, to the Knowledge of use and occupancy thereof by the Company, and the conduct of the Business thereon and therein do not violate any deed restrictions, applicable law consisting of building codes, zoning, subdivision or other party to each Lease is not land use or similar laws the violation of which would adversely affect the use, value or occupancy of any such property or the conduct of the Business thereon, (iii) neither the Seller nor the Company has, since January 1, 1992, received written notice of a material violation of the restrictions or Laws described in material breach the foregoing clause (ii), and (iv) none of the structures or default under such Leaseimprovements on any of the Owned Real Property encroaches upon real property of another Person, and no event has occurred structure or circumstance exists which, with the delivery improvement of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part another Person encroaches upon any of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Owned Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbedProperty, and to which would materially interfere with the Knowledge use thereof in the ordinary course of the Company, there are no disputes with respect to such Leasebusiness.
Appears in 1 contract
Real Estate. Owned Real Estate and Leased Real Estate shall collectively be referred to herein as “Real Estate.” With respect to the Real Estate:
(a) Schedule 3.9(a3.17(a) lists contains a description of each real propertyparcel of Company’s Owned Real Estate and a listing and description (including the parties, together with all buildingsterm, structuresexpiration date(s), improvements and fixtures located thereonaddress, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to the general use description of the leased premises) of each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased written or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “oral lease regarding Leased Real Property” and collectively, Estate (the “leases of Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(cEstate described in Schedule 3.17(a) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and are collectively, the “Leases”);
(b) have been made available Except as set forth in Schedule 3.17(b) hereto, there are no deferred property Taxes or assessments with respect to Parent. the Real Estate which may or will become due and payable as a result of the consummation of the transaction contemplated hereby;
(c) Except for the Permitted Encumbrances and those Encumbrances set forth in Schedule 3.9(b3.17(c) sets forth a truehereto, correct there are no Encumbrances which materially and complete list adversely affect the use or occupancy of all Leases, including the date and name or any part of the parties to each Lease.any parcel of Owned Real Estate or any easements;
(d) The leasehold interests of the Group CompaniesExcept as set forth in Schedule 3.17(d) hereto, the Leased improvements located on each parcel of Real PropertiesEstate, including fences, driveways and other structures occupied, used or claimed by Company, are wholly within the boundary lines of such parcels of Real Estate and such improvements and the Owned Real Property constitute all present uses thereof by Company does not infringe upon the rights of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.any other Person;
(e) Except as set forth on in Schedule 3.9(e3.17(e) hereto, no buildings, fences, driveways or other structures of any adjoining owner encroach, in any material respect which interferes with the operation of the Business, upon any part of any parcel of Real Estate or any easements;
(f) Except as set forth in Schedule 3.17(f), with respect Company, as applicable, has all easements (or access through public utility easements) on to each private property, construction permits, highway encroachment agreements and permits (and other similar licenses and permits) and right-of-way-licenses reasonably necessary to conduct the Business and to use and operate the Real Estate in the manner it is currently being used and operated by Company;
(g) Company is not in default in the performance of any material obligation under the Leases or easements, and, to Seller’s Knowledge, none of the Leased Real Property: (i) other parties to the Lease for such Leased Real Property is legalLeases or easements are in default in performance of their material obligations thereunder, valid, binding, enforceable the Leases and easements are in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge of the Company, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed assigned its rights under the Leases or otherwise easements;
(h) Except as set forth in Schedule 3.17(h) Company has leased or granted to any other Person or entity the right to use or occupy the Leased Real Property (all or any portion thereofof the Owned Real Estate, and the Owned Real Estate is not subject to an option or right to purchase in favor of any Person or entity; and
(i) that Except as set forth in Schedule 3.17(i), each of the parcels of Owned Real Estate constitutes a separate tax parcel, and is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted not taxed with any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, there are no disputes with respect to such Leasereal property.
Appears in 1 contract
Real Estate. (a) Schedule 3.9(a) lists each OWNED REAL PROPERTY INTERESTS. Target does not own any land, or interests in real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding optionsincluding easements, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest thereinway and options.
(b) LEASED REAL PROPERTY INTERESTS. SCHEDULE 2.21(B) of the Sellers' Disclosure Schedule 3.9(blists (i) lists each by legal description reasonably acceptable to Buyer all material real property leasedand interests in real property, subleasedincluding easements, licensed rights of way and options leased by Target from or to a third person (the "LEASED REAL PROPERTY INTERESTS" and any other interest in real estate omitted from SCHEDULE 2.21(B) of the Sellers' Disclosure Schedule shall be defined as the "REAL PROPERTY INTERESTS"); (ii) each lease, sublease, assignment, surface, wheelage and other agreement, instrument and consent pursuant to which Target leases, occupies or uses the Leased Real Property Interests, or has subleased or otherwise used or occupied by granted to others any Group Company interests therein, copies of which have been previously provided to Buyer (each, a “Leased Real Property” and collectively, the “Leased Real Properties”"REALTY LEASES"); and (iii) the identity of each lessor, lessee, consenting party, guarantor, if applicable, and sets forth the name any other party to any of the landlordRealty Leases. Except for the Permitted Liens, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i) the Lease for such Leased Real Property Realty Leases is legal, valid, binding, enforceable valid and binding without further sublease or assignment and in full force and effecteffect as to Target and, subject to proper authorization and execution the best knowledge of such Lease the Sellers, as to any other party. There is no material default by Target or, to the best knowledge of the Sellers, by any other party thereto and subject to bankruptcyparty, insolvency, reorganization, moratorium or similar Laws under any of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Leasethe Realty Leases, and, to the Knowledge best knowledge of the CompanySellers, the other party to each Lease there is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, notice or the passage of time or both, would constitute a such material breach or default under such Lease on by Target or, to the part best knowledge of the applicable Group Company; (iiiSellers, by any other party under any of the Realty Leases. Except as set forth on SCHEDULE 2.21(B) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished the Sellers' Disclosure Schedule, upon consummation of the transactions contemplated under this Agreement, Target will remain entitled to the extent required full economic, legal and other benefits under such Lease; (iv) the Realty Leases on their present terms, and no Group Company owes party has any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use cancel, terminate or occupy the Leased Real Property (or modify any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge Realty Leases by reason of the Company, there are no disputes with respect to such Leasetransactions contemplated under this Agreement.
Appears in 1 contract
Real Estate. (a) Schedule 3.9(a4.9(a) attached hereto lists each and describes briefly all real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, property owned by any Group Company (each, an “Owned Real Property”)the Company. With respect to each Owned Real Propertysuch parcel of owned real property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Propertythe parcel of real property, free and clear of all Liensany Lien, easement, covenant, or other restriction, except Permitted Liensfor installments of special assessments not yet delinquent and recorded easements, (B) covenants, and other restrictions which do not materially impair the applicable Group Company has not leased current use, occupancy, or otherwise granted to any Person value, or the right to use or occupy such Owned Real Property or any portion thereofmarketability of title, of the property subject thereto, except as disclosed on Schedule 4.9(a); (Cii) there are no outstanding optionspending or, rights to the Knowledge of first offer Parent, threatened condemnation proceedings, lawsuits, or rights administrative actions relating to the property; (iii) to the Knowledge of first refusal Parent the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately; and (iv) except as disclosed on Schedule 4.9(a), the buildings and improvements thereon are located within the boundary lines of the described parcels of land are not in violation of applicable setback requirements, zoning and building laws, and ordinances the effect of which would have a Material Adverse Effect, and do not encroach on any easement which may burden the land; and (v) to purchase such Owned Real Property or the Knowledge of Parent, the land does not serve any portion thereof or interest therein. No Group Company is a party to adjoining property for any agreement or option to purchase any real property or interest thereinpurpose inconsistent with the use of the land.
(b) Schedule 3.9(b4.9(b) lists each and describes all real property leased, subleased, licensed leased or otherwise used or occupied by any Group Company subleased to the Company. With respect to each such lease and sublease: (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(ci) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect thereof have been delivered to the Leased Real Properties Buyer; (individually, a “Lease” and collectivelyii) to the Knowledge of Parent, the “Leases”) have been made available lease or sublease is legal, valid binding, enforceable, and in full force and effect and will continue to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including be so on identical terms immediately following the date and name consummation of the parties transactions contemplated hereby; and (iii) to each Lease.
(d) the Knowledge of Parent, no party to the lease or sublease is in breach or default thereunder. The Company has good and marketable leasehold interests of the Group Companies, the Leased Real Propertiesin, and the Owned Real Property constitute enjoys peaceful and quiet possession of, all of the real property owned, leased, occupied or otherwise utilized described in connection with the business of the Group Companies.
(e) Except as each lease and sublease set forth on Schedule 3.9(e), with respect to each of the Leased Real Property: (i4.9(b) the Lease for such Leased Real Property is legal, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) there are no Group Company is in material breach of or default under such Leasedisputes thereunder, and, to the Knowledge of the CompanyParent, the other party to each Lease is not in material breach of or default under such Lease, and there have been no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited threatened cancellations thereof. All necessary government approvals with respect to such Lease has leased property have been applied in respect of a breach obtained, all necessary filings or default thereunder which has not registrations therefore have been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbedmade, and there have been, to the Knowledge of the CompanyParent, no threatened cancellations thereof and there are no outstanding disputes with respect thereunder. The Company has performed all obligations required to be performed by it under such Leaseleases and all of such leased or subleased real property, where the failure to do so would have a Material Adverse Effect and all equipment and fixtures on or serving such leased or subleased real property, are in good operating condition and repair, ordinary wear and tear excepted.
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Samples: Stock Purchase Agreement (Perma Fix Environmental Services Inc)
Real Estate. (a) Section 4.11(a) of the Company Disclosure Schedule 3.9(a) lists each all real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, property owned by any Group the Company as of the date hereof (each, an the “Owned Real Property” or “Real Property”). With respect to each parcel of Owned Real Property: Property (each, a “Parcel”), except as set forth in Section 4.11(a) of the Company Disclosure Schedule:
(i) the applicable Group Company entity owning such Parcel has good and marketable indefeasible fee simple title to such Owned Real PropertyParcel and all buildings, fixtures and improvements situated thereon, which, as of the Closing Date, shall be free and clear of all Liens, except other than Permitted Liens;
(ii) each Parcel is in compliance, in all material respects, with all applicable building, zoning, subdivision, and land use Laws affecting such Parcel; and
(B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (Ciii) there are no outstanding options, rights of first offer options or rights of first refusal to purchase such Owned Real Property any Parcel or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(bExcept as set forth in Section 4.11(b) lists each of the Company Disclosure Schedule, the Company does not lease any real property leased, subleased, licensed or otherwise used or occupied as a tenant. Section 4.11(b) of the Company Disclosure Schedule lists all real property leased by any Group the Company as a landlord pursuant to a real property lease (each, a “Leased Real Property” and collectively, the “Leased Real PropertiesLease”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with . With respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d, and except as disclosed in Section 4.11(b) The leasehold interests of the Group Companies, the Leased Real Properties, and the Owned Real Property constitute all of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group Companies.
(e) Except as set forth on Schedule 3.9(e), with respect to each of the Leased Real PropertyCompany Disclosure Schedule: (i) neither the Lease for such Leased Real Property is legalCompany nor, validto the Knowledge of the Company, binding, enforceable and in full force and effect, subject any other party to proper authorization and execution of such Lease by the other party thereto and subject to bankruptcyor any sublease, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Leaseand (ii) each Lease is the legal, valid and binding obligation of the Company and, to the Knowledge of the Company, the each other party to each Lease is not in material breach of or default under such Leasethereunder and enforceable against the Company and, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of the Company, such other party in accordance with its terms, except as such enforceability may be limited by (y) applicable insolvency, bankruptcy, reorganization, moratorium, or other similar laws affecting creditors’ rights generally and (z) applicable equitable principles (whether considered in a proceeding at law or in equity).
(c) Except as set forth in Section 4.11(c) of the Company Disclosure Schedule, the Real Property constitutes all the interests in real property owned, leased, used or held for use by the Company in connection with, or that are necessary for, or otherwise material to, the conduct of the Business as presently conducted.
(d) Except as set forth in Section 4.11(d) of the Company Disclosure Schedule (i) the Company has not received written notice of any outstanding, pending, or threatened condemnation proceedings relating to any Real Property, and (ii) there are no disputes parties (other than the Company) in possession of any Owned Real Property, other than tenants under any oral or written leases or subleases who are in possession of space to which they are entitled.
(e) Prior to the date hereof, Company has delivered, or caused to be delivered, to Purchaser copies (for review at Company’s offices and/or for review off site) of all Leases, deeds, mortgages, surveys, licenses, leases, title insurance policies, if any, and certificates of occupancy or equivalent documentation with respect to such Leasethe Real Property in the possession or control of the Company.
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Real Estate. (a) Schedule 3.9(a) lists each The Company will not own any parcels of real property, together with all buildings, structures, improvements and fixtures located thereon, and all easements and property on the Closing Date other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”than as set forth on SCHEDULE 1.2(iii). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear SCHEDULE 5.12 sets forth a list of all Liensleases, except Permitted Liens, (B) licenses or similar agreements for the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights occupancy of first offer or rights of first refusal real property to purchase such Owned Real Property or any portion thereof or interest therein. No Group which the Company is a party ("Real Property Leases") copies of which have previously been furnished to any agreement or option to purchase any real property or interest therein.
Nations, in each case setting forth: (a) the lessor and lessee thereof and the date and term of each of such leases, (b) Schedule 3.9(b) lists the legal description, if known, including street address, of each real property leased, subleased, licensed or otherwise used or occupied by any Group Company covered thereby (each, a “the "Leased Real Property” and collectively, the “Leased Real Properties”Premises"), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct a brief description (including size and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”function) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leases, including the date and name of the parties to each Lease.
(d) principal improvements and buildings thereon. The leasehold interests of the Group Companies, the Leased Real PropertiesProperty Leases are in full force and effect and have not been amended, and the Owned Real Property constitute all of the real property ownedno party thereto is in default or breach under any such Lease. No event has occurred which, leased, occupied or otherwise utilized in connection with the business passage of time or the Group Companies.
(e) Except as set forth on Schedule 3.9(e)giving of notice or both, with would cause a breach of or default by the Company under any of such leases and there is no breach or anticipated breach by any other party to such leases. With respect to each of the Leased Real PropertyPremises: (i) the Lease for Company has valid leasehold interests or other rights of use and occupancy in the Leased Premises, free and clear of any Liens on such Leased Real Property is legalleasehold interests or other rights of use and occupancy, validor any covenants, bindingeasements or title defects known to or created by the Company, enforceable and in full force and effect, subject to proper authorization and execution except as do not affect the occupancy or uses of such Lease by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equityproperties; (ii) no Group Company is in material breach of or default under such Lease, and, to the Knowledge portions of the Companybuildings located on the Leased Premises that are used in the business of the Company are within the property setback and building lines of the respective property, the other party to each Lease is not are in material breach of or default under such Leasegood repair and condition, normal wear and tear excepted, and no event has occurred or circumstance exists which, with are in the delivery of notice, aggregate sufficient to satisfy the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company's respective normal business activities as conducted thereat; (iii) no security deposit each of the Leased Premises
(a) has direct access to public roads or portion thereof deposited access to public roads by means of a perpetual access easement, such access being sufficient to satisfy the current and reasonably anticipated normal transportation requirements of the Company' respective business as presently conducted at such parcel; and (b) is served by all utilities in such quantity and quality as are sufficient to satisfy the current normal business activities as conducted at such parcel; and (iv) the Company has not received notice of (a) any condemnation proceeding with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under Premises or any access thereto and no such Lease has been disturbed, and to the Knowledge proceeding is contemplated by any Governmental Authority; or (b) any special assessment which may affect any of the Company, there are Leased Premises and no disputes with respect to such Leasespecial assessment is contemplated by any Governmental Authority.
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Real Estate. Except as set forth on Schedule 4.11:
(a) Schedule 3.9(a) lists each real property1.46 and Schedule 1.51, together with all buildings, structures, improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto, owned by any Group Company (each, an “Owned Real Property”). With respect to each Owned Real Property: (i) the applicable Group Company has good and marketable indefeasible fee simple title to such Owned Real Property, free and clear of all Liens, except Permitted Liens, (B) the applicable Group Company has not leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof; (C) there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any agreement or option to purchase any real property or interest therein.
(b) Schedule 3.9(b) lists each real property leased, subleased, licensed or otherwise used or occupied by any Group Company (each, a “Leased Real Property” and collectively, the “Leased Real Properties”), and sets forth the name of the landlord, the name of the entity holding such leasehold interest and the location of each Leased Real Property.
(c) True, correct and complete copies of all leases, amendments, extensions, guaranties and other modifications thereto with respect to the Leased Real Properties (individually, a “Lease” and collectively, the “Leases”) have been made available to Parent. Schedule 3.9(b) sets forth a true, correct and complete list of all Leasesreal property owned, including the date and name leased or used by any of the parties Selling Parties in connection with the Business.
(b) Seller or Seller's Affiliates have good and marketable title to each Leasethe Real Estate (other than the Leased Real Estate), and Seller has a valid and subsisting leasehold interest in and to the Leased Real Estate, free and clear of any Encumbrance, except for the Permitted Encumbrances.
(c) There are no pending or, to the Knowledge of Seller, threatened condemnation or eminent domain proceedings, lawsuits or administrative actions relating to any of the Real Estate or other matters affecting materially and adversely the current use, occupancy or value thereof, or, to the Knowledge of Seller, any basis therefor.
(d) The leasehold interests buildings and improvements used in the operation of the Group CompaniesBusiness are located within the boundary lines of the Real Estate, are not in violation of applicable setback requirements, zoning laws, and ordinances and do not encroach on any easement, except that with respect to the Leased Real Properties, and Estate the Owned Real Property constitute all foregoing is to the Knowledge of the real property owned, leased, occupied or otherwise utilized in connection with the business of the Group CompaniesSeller.
(e) Except as set forth on Schedule 3.9(e)All plants, facilities and structures used in the operation of the Business are suitable for the purposes used, are adequate and sufficient for all current operations of their respective businesses and, subject to ordinary wear and tear, are in good operating condition and repair.
(f) There are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties other than Seller the right of use or occupancy of any portion of the Real Estate, except that with respect to each of the Leased Real Property: Estate the foregoing is to the Knowledge of Seller.
(g) There are no outstanding options or rights of first refusal to purchase the Real Estate or any portion thereof or interest therein, except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller.
(h) There are no parties other than Seller in possession of the Real Estate.
(i) Ingress and egress to and from the Lease for such Leased Real Property Estate is legalprovided over and across publicly dedicated paved streets, valid, binding, enforceable and in full force and effect, subject to proper authorization and execution of such Lease which are maintained by the other party thereto and subject to bankruptcy, insolvency, reorganization, moratorium or similar Laws of general applicability relating to or affecting creditors’ rights and to general principles of equity; (ii) no Group Company is in material breach of or default under such Lease, local municipality and, to the Knowledge of Seller, there are no proposals to change such access roads adjoining or abutting the CompanyReal Estate or to change the grade of such access roads, the other party to each Lease is not in material breach of or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute a material breach or default under such Lease on the part of the applicable Group Company; (iii) no security deposit or portion thereof deposited except that with respect to such Lease has been applied in respect of a breach or default thereunder which has not been replenished to the extent required under such Lease; (iv) no Group Company owes any brokerage commissions or finder’s fees with respect to such Lease; (v) no Group Company has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property (or any portion thereof) that Estate the foregoing is the subject matter of such Lease; (vi) no Group Company has collaterally assigned or granted any other security interest in such Leased Real Property or any interest therein; and (vii) no Group Company’s possession and quiet enjoyment of the Leased Real Property under such Lease has been disturbed, and to the Knowledge of Seller.
(j) The Real Estate is serviced by water, sewer and utility service which has been adequate for Seller's current use thereof.
(k) The Real Estate and the Companyimprovements erected thereon are currently located in an area whose zoning classification permits the development, there are no disputes 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 none of Seller or the General Partner has received any notice of any proceeding to change adversely or down-zone the existing zoning classification as to any portion of the Real Estate.
(l) The improvements to the Real Estate have been constructed in material accordance with, and materially comply with, the requirements of all applicable laws, ordinances, regulations and orders, including without limitation applicable zoning, building and fire safety codes and all restrictive covenants, if any, and other easements, encumbrances or agreements affecting title to the Real Estate (except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller), and no written outstanding notices of violation of any law, regulation, ordinance, order or requirement has been received by any of Seller or the General Partner. No portion of the Real Estate is a designated historic property or subject to any laws, ordinances, regulations or orders which, in the event of total or partial casualty, would prevent the reconstruction of the improvements to the Real Estate or the restoration of the current use of such Leaseimprovements at the time of such casualty as a matter of right without special exception or permit (except that with respect to the Leased Real Estate the foregoing is to the Knowledge of Seller).
(m) Seller has delivered to Buyer copies of all certificates of occupancy with respect to the Real Estate.
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