Real Property Clause Samples
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Real Property. (a) Section 2.15(a) of the Seller Disclosure Schedule sets forth a true and complete list of the Leases. The Seller has made available to the Buyer a true and complete copy of each Lease. With respect to each Lease, except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole:
(i) such Lease is valid, binding, enforceable and in full force and effect, and the Seller or a Selling Subsidiary enjoys peaceful and undisturbed possession of the Leased Real Property;
(ii) neither the Seller nor any Selling Subsidiary is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, passage of time or both, would constitute such a breach or default, and the Seller has paid all rent due and payable under such Lease;
(iii) neither the Seller nor any Selling Subsidiary has received nor given any written notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Seller or a Selling Subsidiary under any of the Leases and, to the Seller’s Knowledge, no other party is in default thereof, and no party to any Lease has exercised any termination rights with respect thereto;
(iv) neither the Seller nor any Selling Subsidiary has subleased, assigned or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof; and
(v) neither the Seller nor any Selling Subsidiary has pledged, mortgaged or otherwise granted a Lien on its leasehold interest in any Leased Real Property.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect or be material to the MRT Program, taken as a whole, (i) neither the Seller nor any Selling Subsidiary has received any written notice of (A) material violations of building codes or zoning ordinances or other applicable Laws, (B) existing, pending or, to the Seller’s Knowledge, threatened in writing, condemnation proceedings affecting the Leased Real Property or (C) existing, pending or to the Seller’s Knowledge, threatened in writing, zoning, building code or other moratorium proceedings, or similar matters, which could reasonably be expected to materially and adversely affect the ability to operate the Leased Real Property as currently operated and (ii) during the tenancy of the Seller or any Selling Subsidiary, neither the...
Real Property. No Group Company owns or has legal or equitable title, leasehold interest or other right or interest in any real property other than as held pursuant to Leases. Section 3.20(ii) of the Disclosure Schedule sets forth each leasehold interest pursuant to which any Group Company holds any real property (a “Lease”), indicating the parties to such Lease, the address of the property demised under the Lease, the rent payable under the Lease and the term of the Lease. The particulars of the Leases as set forth in Section 3.20(ii) of the Disclosure Schedule are true and complete. Each Lease constitutes the entire agreement with respect to the property demised thereunder. To the Knowledge of the Warrantors, the lessor under each Lease is qualified and has obtained all Consents necessary to enter into such Lease, including any Consents required from the owner of the property demised pursuant to the Lease if the lessor is not such owner. There is no claim asserted against any Group Company, or to the Knowledge of the Warrantors, there is no claim asserted against the relevant lessor or threatened by any Person against any Group Company or the relevant lessor regarding the lessor’s ownership of the property demised pursuant to each Lease. Each Lease is in compliance with all applicable Laws, including with respect to the ownership and operation of property and conduct of business as now conducted by the applicable Group Company which is a party to such Lease. Each Group Company which is party to a Lease has accepted possession of the property demised pursuant to the Lease and is in actual possession thereof and has not sublet, assigned or hypothecated its leasehold interest. No Group Company uses any real property in the conduct of its business except insofar as it has secured a Lease with respect thereto. The leasehold interests under the Leases held by each Group Company are adequate for the conduct of the business of such Group Company as currently conducted and as proposed to be conducted. There exists no pending or, to the Knowledge of the Warrantors, threatened condemnation, confiscation, eminent domain proceeding, dispute, claim, demand or similar proceeding with respect to, or which could materially and adversely affect, the continued use and enjoyment of such leasehold interests. To the Knowledge of the Warrantors, there are no circumstances that would entitle any Governmental Authority or other Person to take possession or otherwise restrict use, possession or...
Real Property. Except as set forth on Schedule S attached hereto, and except for Investment Assets, neither the Company nor any Material Subsidiary owns any material real property or any interest therein, or is under contract to purchase any material real property or any interest therein. Schedule S attached hereto sets forth a true, correct and complete list of all of the material leases, subleases and occupancy agreements (the “Leases”) of real property (the “Leased Real Property”) in which the Company or any of the Material Subsidiaries has a leasehold or subleasehold interest. The Company or a Material Subsidiary holds a good and valid leasehold interest under each of the Leases, free and clear of any and all Encumbrances, except Permitted Liens, and each Lease is legal, valid, binding on and enforceable against the Company or applicable Material Subsidiary and in full force and effect, subject to proper authorization and execution of such Lease by the other party thereto and except as may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and by general equitable principles. Neither the Company nor any of the Material Subsidiaries, nor, to the Knowledge of the Company, any other party to any Lease, is in breach of or default under such Lease beyond applicable notice and cure periods, and no event has occurred that, with notice or lapse of time or both, will constitute a material breach or default by the Company or any Material Subsidiary or, to the Knowledge of the Company, any other party thereto, under such Lease. Neither the Company nor any Material Subsidiary has assigned, subleased, mortgaged or otherwise transferred or encumbered any Lease or any Leased Real Property or any interest therein. True, correct and complete copies of each Lease have been made available to the Purchasers.
Real Property. (a) The Company does not own any real property. Schedule 2.5(a) of the Company Disclosure Schedule contains a legal description of each parcel of real property that the Company leases, subleases, licenses, occupies, or uses in connection with the operation of the business of the Company as presently conducted or proposed to be conducted upon completion of the Facility (the “Real Property”). The parcels of Real Property which are leased or subleased by the Company and which leases or subleases will be assigned to Purchaser at the Closing, as identified on Schedule 2.5(a), are referred to herein as “Leased Real Property”, and the parcels of Real Property which are licensed or sublicensed by the Company and which will be assigned to Purchaser, as identified on Schedule 2.5(a), are referred to herein as “Licensed Real Property”. Except as set forth on Schedule 2.5(a) of the Company Disclosure Schedule, no right to use or occupy any portion of the Leased Real Property has been granted to any Person other than Company nor are there any parties in possession of any portion of the Leased Real Property, whether as tenants, subtenants, trespassers or otherwise, except the Company.
(b) The Company has a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances, other than Permitted Liens. To the Knowledge of the Company, the Company has a valid license or sublicense to occupy and use the Licensed Real Property. The Company has paid, discharged or reserved for, all lawful claims that, if unpaid, could become an Encumbrance against the Leased Real Property or any portion thereof.
(c) With respect to each parcel of Leased Real Property and the buildings, structures, improvements and fixtures thereon:
(i) No condemnation or eminent domain taking of the Leased Real Property, or any portion thereof, has occurred. There is no pending, and to the Knowledge of the Company, threatened or contemplated, appropriation, condemnation, eminent domain or like proceeding affecting the Leased Real Property or any part thereof or of any sale or other disposition of the Leased Real Property or any part thereof in lieu of condemnation.
(ii) Except for assessments occurring on a regular basis in accordance with applicable Legal Requirements, there is no pending or, to the Knowledge of the Company, contemplated reassessment of any parcel included in the Leased Real Property that is reasonably expected to increase the real estate tax assessment for such propert...
Real Property. Section 3.4(a) of the Disclosure Schedule sets forth a list and legal description of all the Real Property owned by each Subsidiary. Neither Seller owns any Real Property that is used or useful for the Business. Sellers have delivered to the Buyers complete and correct copies of all of the following materials relating to such Real Property, to the extent in Sellers’ possession or control: title insurance policies and commitments; deeds; encumbrance and easement documents and other documents and agreements affecting title to or for operation of such Real Property; surveys; as-built construction plans; construction contracts and warranties; appraisals; structural inspection, soils, environmental assessment and similar reports. Except as set forth on in Section 3.4(a) of the Disclosure Schedule:
(i) each Subsidiary has good and marketable title to the Real Property, free and clear of any Encumbrances, except for Permitted Exceptions and, as of the date hereof, Permitted Encumbrances;
(ii) the use and operation of the Real Property in the operation of the Business does not violate in any material respect any instrument of record or agreement affecting the Real Property;
(iii) the Real Property is in compliance in all material respects with all applicable building, zoning, subdivision and other land use or similar Laws, and the Selling Group has not received any written notice of violation or claimed violations of such Laws;
(iv) the applicable Subsidiary of the Seller Group has obtained all material Permits required to use and operate the Real Property in the manner necessary to conduct the Business by the Seller Group as currently conducted;
(v) no member of the Seller Group is a landlord with respect to any of the Real Property and no party other than a Subsidiary has occupancy or use of any portion of the Real Property;
(vi) immediately following the Closing, no person other than one of the Subsidiaries will have the right to possession and use of the Real Property;
(vii) no member of the Seller Group has any knowledge of any fact or condition which would result in the termination of the current access to or from the Real Property to any presently existing highways, roads, and rights-of-way on or adjoining the Real Property; and
(viii) the Real Property is assessed by local property assessors as a tax parcel or parcels separate from all other tax parcels.
Real Property. Except as set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company and its Subsidiaries have good and marketable title in fee simple to, or have valid rights to lease or otherwise use, all items of real or personal property which are material to the business of the Company and its Subsidiaries taken as a whole, in each case free and clear of all liens, encumbrances, security interests, claims and defects that do not, singly or in the aggregate, materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company or its Subsidiaries; and all of the leases and subleases material to the business of the Company and its subsidiaries, considered as one enterprise, and under which the Company or any of its Subsidiaries holds properties described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, are in full force and effect, and neither the Company nor any Subsidiary has received any notice of any material claim of any sort that has been asserted by anyone adverse to the rights of the Company or any Subsidiary under any of the leases or subleases mentioned above, or affecting or questioning the rights of the Company or such Subsidiary to the continued possession of the leased or subleased premises under any such lease or sublease.
Real Property. (a) Schedule 4.4(a) indicates by map attached thereto the Site and each other parcel of the Real Property and indicates the Seller or the Sellers owning each parcel of the Real Property. Each such Seller is the owner of and has valid title to each parcel of the Real Property indicated on Schedule 4.4(a) as being owned by such Seller, free and clear of all Liens arising by, through or under Sellers, other than Permitted Liens.
(b) The Sellers have not received written notice from any Governmental Entity that a portion of the Real Property, or any building or improvement located thereon, currently violates any Law in any material respect, including those Laws relating to zoning, building, land use, health and safety, fire, air, sanitation and noise control; provided, however, no representation is made in this Section 4.4(b) with respect to matters of Environmental Law or compliance of the Real Property therewith. Except for any applicable Permitted Lien, no Real Property is subject to any written governmental decree or order specifically issued with respect to such Real Property (or, to the Sellers’ Knowledge, any threatened or proposed order) requiring the repair, removal or alteration of any improvement located on such Real Property.
(c) The structures, fixtures, buildings, improvements and equipment (including the Facilities) on the Real Property are being transferred at the Closing AS-IS, WHERE-IS, WITH ALL FAULTS. There is no condemnation, expropriation or similar proceeding pending or, to the Sellers’ Knowledge, threatened against any of the Real Property or any improvement thereon.
(d) Schedule 1.1-A describes each of the Easement Facilities included within the Assets. All such Easement Facilities are located either in (i) land owned by the Sellers or their Affiliates for which Additional Conveyed Easements will be granted pursuant to Section 6.17, or (ii) the Existing Easements or public rights-of-way pursuant to Law or authorization of the applicable Governmental Entity. There are no pending or, to the Knowledge of the Sellers, threatened claims that (x) any of the Existing Easements are not valid, or that the Sellers’ use thereof is, or the transfer thereof to the Purchaser would be, in violation of the terms of such Existing Easement or any Lien affecting the land covered by the Existing Easement, or that the Sellers are otherwise in default thereof, or (y) use of such public rights-of-way is not in compliance in any material respect with applicab...
Real Property. Each of the Company and its Subsidiaries holds good title to all real property, leases in real property, facilities or other interests in real property owned or held by the Company or any of its Subsidiaries (the “Real Property”) owned by the Company or any of its Subsidiaries (as applicable). The Real Property is free and clear of all Liens and is not subject to any rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for (a) Liens for current taxes not yet due and (b) zoning laws and other land use restrictions that do not impair the present or anticipated use of the property subject thereto. Any Real Property held under lease by the Company or any of its Subsidiaries are held by them under valid, subsisting and enforceable leases with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company or any of its Subsidiaries.
Real Property. Except as set forth in Section 3.17 of the Company Disclosure Schedule:
(a) With respect to each material real property owned by the Company or any Subsidiary other than Company Real Property Leases and Rights-of-Way (such property collectively, the “Company Owned Real Property”), except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) either the Company or a Subsidiary of the Company has marketable and insurable fee simple title to such Company Owned Real Property, free and clear of all Liens other than any Company Permitted Liens and conditions, encroachments, easements, rights-of-way, restrictions and other encumbrances that do not adversely affect the existing use of the real property subject thereto by the owner (or lessee to the extent a leased property) thereof in the operation of its business (“Permitted Encumbrances”), (ii) there are no leases, subleases, licenses, rights or other agreements affecting any portion of the Company Owned Real Property that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon, and (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase such Company Owned Real Property or any portion thereof or interest therein that would reasonably be expected to adversely affect the existing use of the Company Owned Real Property by the Company in the operation of its business thereon. Neither the Company nor any of its Subsidiaries has received notice of any pending, and to the knowledge of the Company there is no threatened, condemnation proceeding with respect to any Company Owned Real Property, except proceedings which would not have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, (i) each material lease, sublease and other agreement, including mineral or storage rights (collectively, the “Company Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy any material real property (the “Company Leased Real Property”) at which the material operations of the Company or any of its Subsidiaries are conducted, is valid, binding and in full force and effect, (ii) neither the Company nor any of its Subsidiaries is currently subleasing, licensing or otherwise g...
Real Property. (a) Section 3.10(a) of the Seller Disclosure Letter sets forth a true and complete list of the street locations of all real property owned, directly or indirectly, by the Seller Entities or any of the Transferred Subsidiaries with book value in excess of €25,000,000 and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(a) of the Seller Disclosure Letter, the “Owned Real Property”). The Seller Entities or one of the Transferred Subsidiaries has good and marketable title in fee simple (or equivalent title under the Law of the jurisdiction where the Owned Real Property is located) to each parcel of Owned Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. Seller has delivered or made available to Buyer true and complete copies of all vesting deeds, title reports or similar documents in its possession or control evidencing ownership by the Seller Entities or one of the Transferred Subsidiaries of such Owned Real Property.
(b) Section 3.10(b) of the Seller Disclosure Letter sets forth a true and complete list of (i) the street location of all real property and interests in real property leased, subleased, licensed or otherwise occupied by the Seller Entities or any of the Transferred Subsidiaries with aggregate remaining lease payment in excess of €25,000,000 for the remainder of the applicable term (without any extensions thereof) and that are primarily used in the Devices & Services Business (collectively, whether or not listed on Section 3.10(b) of the Seller Disclosure Letter, the “Leased Real Property”, with the leases relating to such Leased Real Property being collectively referred to herein as the “Real Property Leases”) leased to the Seller Entities or any of the Transferred Subsidiaries pursuant to a lease, sublease, license or other similar agreement under which the Seller Entities or any of the Transferred Subsidiaries is the lessee or sublessee and (ii) a list of all Real Property Leases. With respect to the Real Property Leases and except as would not otherwise be material to the Devices & Services Business, the Transferred Subsidiaries and/or the Purchased Assets, taken as a whole, (1) each Real Property Lease is in full force and effect, valid and binding, and enforceable against one of the Seller Entities or Transferred Subsidiaries, as applicable, in accordance with its terms; and (2) the Seller Entities’ and the Transferred Subsidiaries’ possession...