Real Properties Clause Samples

Real Properties. (a) FNB has Previously Disclosed to ACB a listing of all real property owned or leased by FNB or First National (including, without limitation, banking facilities and all other real estate or foreclosed properties, including improvements thereon, owned by FNB) (collectively the “FNB Real Property”) and all leases, if any, pertaining to any such FNB Real Property to which FNB or First National is a party (the “FNB Real Property Leases”). With respect to each parcel of the FNB Real Property owned by FNB or First National, FNB or First National, as applicable, has good and marketable fee simple title to such FNB Real Property and owns the same free and clear of all mortgages, liens, leases, encumbrances, title defects, and exceptions to title other than (i) the lien of current taxes not yet due and payable, and (ii) such imperfections of title and restrictions, covenants and easements (including utility easements) which do not materially and adversely affect the value of the FNB Real Property and which do not and will not materially detract from, interfere with, or restrict the present or future use of the FNB Real Property. With respect to each FNB Real Property Lease: (A) such lease is valid and enforceable in accordance with its terms; (B) there currently exists no circumstance or condition which constitutes an event of default by FNB, First National or any lessor or which, with the passage of time or the giving of required notices, will or could constitute such an event of default; (C) the execution and delivery of this Agreement does not constitute an event of default thereunder; and (D) there are no provisions restricting assignment. (b) The FNB Real Property complies in all material respects with all applicable federal, state, and local laws, regulations, ordinances, or orders of any governmental or regulatory authority, including those relating to zoning, building and use permits, and the parcels of FNB Real Property upon which FNB’s and First National’s banking or other offices are situated, or which are used by FNB or First National in conjunction with their banking or other offices or for other purposes, may be used under applicable zoning ordinances for the purposes for which they are currently used as a matter of right rather than as a conditional or nonconforming use. (c) All improvements and fixtures included in or on the FNB Real Property are in good condition and repair, ordinary wear and tear excepted, and there does not exist any condition ...

Real Properties. (a) Section 3.17(a) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property and interests in real property owned by the Company or any Company Subsidiary (collectively, the “Owned Real Property”). There are no outstanding rights of first offer, rights of first refusal or any other options or contracts to purchase any of the Owned Real Property. (b) Section 3.17(b) of the Company Disclosure Letter sets forth a true, complete and correct list as of the date of this Agreement of the street address of each real property leased or subleased by the Company or any Company Subsidiary (collectively, the “Leased Real Property” and each lease for Leased Real Property, including any applicable amendments and/or guaranties related thereto, a “Real Property Lease”). The Company has made available to Parent a copy of each Real Property Lease which is true, correct and complete in all material respects. (c) The Company or a Company Subsidiary has (i) good and marketable fee simple title to all Owned Real Property and (ii) good and valid leasehold, subleasehold or license interests in or right to use all Leased Real Property, in each case free and clear of all Liens except for Permitted Liens. Neither the Company nor any Company Subsidiary has received any written communication from, or given any written communication to, any other party to a Real Property Lease, alleging that (i) the Company or any Company Subsidiary or such other party, as the case may be, is in material default under such lease or (ii) an event has occurred that, with notice or lapse of time, or both, would constitute a material default by the Company or a Company Subsidiary or any other party thereto, or permit any party (other than the Company or a Company Subsidiary) to terminate, modify terms or accelerate rent, under such lease. Each Real Property Lease is in full force and effect against the Company or respective Company Subsidiary, as applicable, and, to the knowledge of the Company, the other party thereto. Neither the Company nor any Subsidiary has assigned or subleased its interest in the Leased Real Property. (d) Neither the Company nor any Company Subsidiary has received written notice of any condemnation proceeding or proposed action or agreement for taking in lieu of condemnation (nor to the knowledge of the Company, is any such proceeding, action or agreement pending or threatened in writing...

Real Properties. (i) MailKey and the Subsidiaries have good and marketable title to, and valid leasehold interests in, all of the properties and leasehold interests identified on SCHEDULE 4.1(F)(I) hereto pursuant to the true, correct and complete copies of the lease agreements attached to SCHEDULE 4.1(F)(I). MailKey and the Subsidiaries own or lease no other real estate. None of the leasehold interests held by MailKey or the Subsidiaries is subject to any Encumbrance, except (a) liens for ad valorem taxes not yet due or being contested in good faith; and (b) contractual or statutory mechanics or materialmen's liens or other statutory or common law Encumbrances relating to obligations of MailKey that are not delinquent or are being contested in good faith. There are no Encumbrances which materially interfere with the present use of such leasehold interests. (ii) Except as described on SCHEDULE 4.1(F)(II) hereto neither MailKey nor any Subsidiary has received any written notice from any governmental entity having jurisdiction over MailKey or the Subsidiaries or over any of the real property leased by MailKey or the Subsidiaries of any violation by MailKey or the Subsidiaries of any law, regulation or ordinance relating to zoning, environmental matters, local building or fire codes or similar matters relating to any of the real property leased by MailKey or the Subsidiaries or of any condemnation or eminent domain proceeding. (iii) Except such as has not had and is not reasonably likely to have a Material Adverse Effect, all of the buildings leased by MailKey or the Subsidiaries and all plumbing, HVAC, electrical, mechanical and similar systems are in good repair and adequate for their current use, ordinary wear and tear excepted. (iv) Except as described on SCHEDULE 4.1(F)(IV), neither MailKey nor any Subsidiary is a party to any lease, sublease, lease assignment or other agreement for the use or occupancy of any of the leasehold premises wherein MailKey or the Subsidiary is the landlord, sub-landlord or assignor, whether by name, as successor-in-interest or otherwise. There are no outstanding agreements with any party to acquire the leasehold premises or any portion thereof or any interest therein. (v) All certificates of occupancy and all other licenses, permits, authorizations, consents, certificates and approvals required by all governmental authorities having jurisdiction over the leasehold premises occupied by MailKey or the Subsidiaries have been issued, are fully pa...

Real Properties. (a) The Borrower and each Restricted Subsidiary has good, insurable, exclusive, legal and marketable fee simple title to the owned Real Property and the valid and enforceable power and unqualified right to use and sell, transfer, convey or assign such Real Property, and valid leasehold interests in the Material Real Property Leases, in each case free and clear of all Liens, except for Permitted Liens. (b) Each Material Real Property Lease is in full force and effect. Neither the Borrower nor any Restricted Subsidiary, nor, to the knowledge of the Loan Parties, any other Person, is in breach or violation of, or default under, any Material Real Property Lease, and no event has occurred and no circumstance exists which, if not remedied, would result in such a breach, violation or default (with or without notice or lapse of time, or both), in each case except to the extent such breach, violation or default could not reasonably be expected to result in a Material Adverse Effect. The Borrower and each Restricted Subsidiary will comply with, and will cause its Real Property and all improvements thereon to be operated, maintained and repaired in compliance with, the requirements of each applicable Real Property lease, except to the extent the failure to do so could not reasonably be expected to result in a Material Adverse Effect. (c) The Material Owned Real Property (if any) is in compliance in all material respects with all applicable legal requirements and fire, health, building, use, occupancy, subdivision and zoning laws. There do not exist any actual or, to the knowledge of the Loan Parties, threatened condemnation or eminent domain proceedings that affect any Material Owned Real Property or any part thereof, and neither the Borrower nor any Subsidiary has received any notice of the intention of any Governmental Authority or other Person to take or use any Material Owned Real Property or any part thereof of interest therein. (d) Schedule 5.18 sets forth a complete and accurate list as of the Closing Date (i) of all Real Property owned in fee simple by the Loan Parties with a fair market value in excess of $2,500,000 (collectively, the “Material Owned Real Property”), or in which the Borrower or any Restricted Subsidiary owns or holds a leasehold or similar interest where assets with a fair market value in excess of $500,000 are located, whether by lease, sublease, license or any other similar contractual arrangement under which the Borrower or any Restricted...

Real Properties. Obtain easements and/or acquire land for the installation of the Distribution Provider’s Interconnection Facilities, including any associated telecommunication equipment.

Real Properties. 9 2.17. Loans, Accounts, Notes and Other Receivables.............................................. 10 2.18. Securities Portfolio and Investments...................................................... 10 2.19. Personal Property and Other Assets........................................................ 11 2.20.

Real Properties. (a) The Company or the Subsidiaries own (i) fee simple title to each of the real properties identified in Section 3.13(a) of the Disclosure Schedule (the "Fee Properties") and (ii) a leasehold estate that is created under the real property leases (including all amendments, supplements and modifications thereto) identified in Section 3.13(c) of the Disclosure Schedule (the "Real Property Leases") and all of the buildings, structures and other improvements located thereon, if so indicated, which are all of the real estate properties owned, leased, used or occupied by them (collectively, the "Company Properties"). (b) Except as set forth in Section 3.13(b) of the Disclosure Schedule, no other Person has any ownership interest in any of the Fee Properties and/or Real Property Leases, and there are no encumbrances, easements, liens, rights, mortgages or deeds of trust, options, leases, subleases, licenses, claims against title, charges which are liens, security interests or other encumbrances on title ("Encumbrances") which, with respect to each Company Property, would materially interfere with or prohibit the present use thereof. To the knowledge of the Company, none of the Company Properties are located within a flood plain, any designated wetlands or similar areas. To the knowledge of the Company, none of the buildings, structures or other improvements (including parking lots and roadways) comprising the Company Properties encroach on any public or private lands or easements and rights-of- way or violate any building lines or setback requirements. (c) Section 3.13(c) of the Disclosure Schedule sets forth a true, accurate and complete list of all of the Real Property Leases and the parties thereto, annual rental, expiration date, renewal options and location of the Company Properties governed by such Real Property Leases. True, accurate and complete copies of the Real Property Leases (including all riders, schedules and exhibits thereto and amendments thereof), together with the Company's complete file pertaining to each of such Real Property Leases, have been made available to Parent. Each of the Real Property Leases is valid, binding, enforceable and in full force and effect and has not been modified or supplemented orally except as disclosed in Section 3.13(c) of the Disclosure Schedule. Except as set forth in Schedule 3.13(c) of the Disclosure Schedule, there exists no default under any Real Property Lease by the Company or any Subsidiary, nor any event w...

Real Properties. (a) ‎ Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has good, valid and marketable fee simple title to all owned real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (all such real property, together with (A) all buildings, structures and other improvements and fixtures located on or under such real property and (B) all easements, rights and other appurtenances to such real property, are referred to herein individually and collectively as the “Tag Owned Real Property”), free and clear of all Liens other than Permitted Liens and Liens in favor of the secured parties under the Tag Credit Facility, and (ii) the current uses of the Tag Owned Real Property and the buildings, structures, facilities, fixtures or other improvements thereon, are permitted under current zoning and land use regulations, and any administrative, occupational safety and health or other applicable Law. (b) Except as would not reasonably be expected to result in a Material Adverse Effect on Tag (individually, or in the aggregate): (i) Tag or one of the Tag Subsidiaries has a valid and existing leasehold interest in all real property occupied, licensed or leased by Tag or any Tag Subsidiary, which includes, without limitation, all occupied, licensed or leased real property currently used in, and necessary for, the conduct of the business of Tag and the Tag Subsidiaries (the “Tag Leased Real Property”, and together with Tag Owned Real Property, collectively, the “Tag Real Property”), (ii) all leases, licenses and occupancy agreements affecting Tag Leased Real Property, including all amendments, extensions, renewals, guaranties, estoppels and subordination agreements with respect thereto (each, a “Tag Real Property Lease” and collectively, the “Tag Real Property Leases”) are legal, valid and binding obligations of Tag and/or the applicable Tag Subsidiary (as the case may be) and, to the knowledge of Tag, each of the other parties thereto, enforceable in accordance with its terms against Tag and/or the applicable Tag Subsidiary (as the case may be), and in full force and effect, and (iii) neither Tag or any Tag Subsidiary, nor, to the knowledge of Tag, any third party to the applicable Tag Real Property Lease, is in breach or default under any such Tag Real Property Lease. (c) Except as would not reasonably be expecte...

Real Properties. (a) Seller has delivered to Purchaser true and complete copies of the Leases, together with all amendments thereto. To the best of Seller's knowledge, each applicable owner of the Real Properties has good record and marketable title in fee simple to such real property free and clear of all Liens except as set forth in Schedule 2.9(a). Seller has no knowledge or information of any facts, circumstances or conditions which do or would in any way adversely affect the Real Properties or the operation thereof or business thereon as presently conducted or as intended to be conducted. At or prior to Closing, Seller shall cause to be discharged of record all Liens against Seller or Seller's interest affecting the Real Properties. Each Lease is valid and binding in full force and effect and enforceable in accordance with its terms. There are no existing defaults or offsets which any of the applicable landlords has against the enforcement of its Lease by the Seller and neither Seller nor such landlord is in default under the applicable Lease, nor have any events under any such Lease occurred which, with the giving of notice or passage of time or both, would constitute a default thereunder by either party thereto. (b) To the best of Seller's knowledge, the Real Properties and all improvements located thereon and the present use thereof comply with, constitute a valid non-conforming use, or are operating pursuant to the provisions of a valid variance under all zoning laws, ordinances and regulations of governmental authorities having jurisdiction thereof and, to the best of Seller's knowledge, the construction, use and operation of the Real Properties by Seller are in substantial compliance with all Laws. On or prior to Closing, Seller shall deliver to Purchaser true and complete copies of each certificate of occupancy for each Restaurant and all amendments thereto to date. In the event Seller is unable to provide copies of said certificates, Seller shall deliver documentation from the appropriate municipalities indicating that such certificates are not required or no longer exist in their records. Seller also agrees to indemnify and hold Purchaser harmless for all costs, expenses and damage incurred by Purchaser as a result of Seller's inability to provide Purchaser with said certificates of occupancy. Except as set forth in Section 2.7 to the best of Seller's knowledge, the Real Properties and the Restaurants located thereon are in a state of good maintenance and rep...