Real Property and Assets. (i) 3(l)(i) of the Disclosure Schedule lists and describes briefly all real property owned by the Company or any of its Subsidiaries (the “Owned Real Property”). With respect to each such parcel of Owned Real Property and except for matters that would not be reasonably expected to have a Material Adverse Effect or as otherwise disclosed on §3(l)(i) of the Disclosure Schedule: (a) the Company or its Subsidiaries has good and marketable fee simple title to the parcel and the improvements located thereon, free and clear of all Security Interests, except Permitted Liens; (b) there are no leases, subleases, options or other agreements, written or oral, granting to any party or parties the right of use or occupancy or the right to otherwise obtain title of such parcel or any portion thereto (except for which public notice has been provided or has been disclosed in a survey); and (c) there are no parties (other than the Company and/or any of its Subsidiaries) who are in possession of or who are using any such parcel.
(ii) 3(l)(ii) of the Disclosure Schedule lists all real property leased or subleased by the Company and/or any of its Subsidiaries (the “Leased Real Property”). The Company has made available to the Buyer a correct and complete copy of the leases and subleases and all material amendments for the Leased Real Property (the “Real Property Leases”). To the Knowledge of the Company, each lease and sublease for the Leased Real Property is valid, binding, enforceable and in full force and effect in all material respects, and neither the Company nor any of its Subsidiaries has received a current notice of default under any such lease or sublease and the Company has not received any notice indicating that any other party to such leases is in material default, except where the invalidity, nonbinding nature, unenforceability, ineffectiveness or default would not be reasonably expected to have a Material Adverse Effect.
(iii) The Leased Real Property and Owned Real Property comprise all of the material real property currently used in connection with the conduct of the business of the Company and any of its Subsidiaries.
Real Property and Assets. Except as set forth in Section 2(q) of the Disclosure Schedule, the Company or a Company Subsidiary has good and valid title to, or has a valid leasehold interest in, or has a valid license to use, the real property, tangible properties and physical assets used by it and necessary for the conduct of its business as presently conducted, located on its premises or shown on the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 as included in the 2011 Form 10-K or acquired thereafter (except for properties and assets disposed of in the ordinary course of business since December 31, 2011), free and clear of all Liens that would materially affect the value thereof or materially interfere with the use made thereof.
Real Property and Assets. BRC does not own any real property, and other than as described in the IMPCO Securities Filings BRC is not a party to any lease or tenancy agreement respecting any real property occupied by BRC or its Affiliated Companies, the termination of which would have a Material Adverse Effect on BRC.
Real Property and Assets. The Company or a Company Subsidiary has good and valid title to, or has a valid leasehold interest in, or has a valid license to use, the real property, tangible properties and physical assets used by it and necessary for the conduct of its business as presently conducted, located on its premises or shown on the consolidated balance sheet of the Company and the Company Subsidiaries as of December 31, 2011 as included in the 2011 Form 10-K or acquired thereafter (except for properties and assets disposed of in the ordinary course of business since December 31, 2011), free and clear of all Liens that would materially affect the value thereof or materially interfere with the use made thereof.
Real Property and Assets. (a) Schedule 4.9(a) is a true, correct and complete list of (i) each parcel or tract of Owned Real Property, (ii) each parcel or tract of Leased Real Property, and (iii) each Real Property Lease. The Real Property constitutes all of the real property owned, leased, subleased, licensed, used, operated, occupied or otherwise held (whether or not occupied, and including any leases or other occupancy agreements assigned or leased premises sublet for which any Company remains liable) by any Company.
(b) Except as set forth on Schedule 4.9(b)(i) there are no parties in possession of the Real Property other than the Companies, and, except as set forth on Schedule 4.9(b)(ii), none of the Real Property Leases have been assigned in whole or in part, nor has the Real Property (or any portion thereof) been subleased. There is no default (or any event which would, with the passage of time or the giving of notice or both, constitute a default) by any party under any Real Property Lease.
(c) The conduct of the Business of the Companies, as currently conducted or currently proposed to be conducted, on or from the Real Property is permitted, as a legally conforming use, under all applicable zoning, building and land use laws, ordinances and codes.
(d) No condemnation, expropriation, requisition (temporary or permanent), eminent domain or similar proceedings are currently pending with respect to all or any portion of the Real Property, nor, to Sellers’ Knowledge, are any such proceedings threatened or contemplated.
(e) Schedule 4.9(e) sets forth each Encumbrance (other than Permitted Encumbrances) on (i) the Real Property and (ii) the machinery, equipment (including trucks and trailers) and other tangible assets and properties used by any Company, located on its premises, or included in the Latest Balance Sheet or acquired after the date thereof (collectively with the Owned Real Property, the “Assets”) and, except as set forth on Schedule 4.9(e), each Company has good and marketable title to, or a valid leasehold interest in, the Assets, free and clear of any Encumbrances (other than Permitted Encumbrances), except for immaterial Assets disposed of in the Ordinary Course of Business since the Last Reviewed Fiscal Year End.
(f) The Assets (other than the Rolling Stock and the Excluded Assets), taken as a whole (i) are adequate and suitable for their present and intended uses, and are in good condition and repair, normal wear and tear excepted and (ii) are not in need of main...
Real Property and Assets. (a) Schedule 4.7(a) sets forth the address and description of the Real Property, indicating in each case whether the Real Property is owned or leased. Each Millennium Inorganic Company owned by it has good and marketable title to the Real Property purported to be owned by it free and clear of Liens except Permitted Liens. Each Millennium Inorganic Company owned by it has a valid leasehold interest in any Material Real Property Lease in which it is the lessee, free and clear of any Liens except Permitted Liens.
(b) Each Millennium Inorganic Company owned by it has good title to and, subject to the qualifications contained in Section 4.8(b), a legal and enforceable right to use the Assets (including the Material Real Property Leases) free and clear of all Liens except for Permitted Liens.
(c) Except as set forth in any Material Real Property Lease or in Schedule 4.7(c), neither it nor any Millennium Inorganic Company owned by it has leased or otherwise granted to any third Person the right to use or occupy Real Property purported to be owned or leased by such Millennium Inorganic Company or any material portion thereof, and there are not any third Persons in possession of Real Property owned by any Millennium Inorganic Company owned by it.
Real Property and Assets. (a) Schedule 3.6 sets forth a list of the fixed assets of SBB as of the Current Balance Sheet, and with respect to such assets, the date of acquisition, cost, depreciable life and current book value.
(b) SBB has good and marketable title to all of its assets of material value to it whether real, personal, tangible or intangible which are reflected on the Current Balance Sheet or acquired thereafter, free and clear of all Liens except for (i) Liens that are reflected in the Current Balance Sheet; (ii) Liens for current taxes not yet delinquent; (iii) assets sold or transferred in the ordinary course of business and consistent with prudent business practice since the date of the Current Balance Sheet; (iv) restrictions imposed by Law; and (v) easements and restrictions which are neither individually nor in the aggregate material to SBB or its Business Condition.
(c) The Disclosure Schedule identifies each real property that any SBB Party owns or leases, whether such real property is owned or leased. SBB has no options to purchase real property. Each SBB Party enjoys peaceful and undisturbed possession under all material leases for the use of real property under which it operates.
(d) All material assets currently used by any SBB Party are in good operating condition and repair, normal wear and tear excepted.
Real Property and Assets. (i) The Company has good and transferable title to all of its assets of material value to it whether real, personal, tangible or intangible which are reflected on the Current Balance Sheet, free and clear of all Liens except for: (A) Liens that are reflected in the Current Balance Sheet; (B) Liens for current taxes not yet delinquent;
Real Property and Assets of the F&M Disclosure Schedule contains a complete and accurate legal description of each parcel of real property owned or leased by F&M and F&M Bank (the "Real Property"). All improvements to the Real Property are in good condition and repair, ordinary wear and tear excepted. No Affiliate of F&M has any interest, directly or indirectly, in the Real Property. The Real Property and all improvements thereon and uses thereof have been developed in accordance with and do not violate or conflict with any applicable building, occupancy, and zoning Laws or any covenants, conditions, restrictions or easements that may affect the Real Property. No unpaid special or general assessments of the Real Property have been levied or, to the Knowledge of F&M, are threatened against all or part of the Real Property. Each of F&M and F&M Bank has good and marketable title in and to all of the Real Property owned by it, free and clear of all Liens, encumbrances, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature. Each of F&M and F&M Bank holds valid leasehold interests in the Real Property leased by it. None of the Real Property is subject to any decree or order of any Governmental Entity to be sold or condemned, expropriated or otherwise taken with or without payment of compensation therefor, nor to the Knowledge of F&M is any such proceeding threatened.
Real Property and Assets. (a) The Company does not own any real property.
(b) Schedule 3.15 sets forth a list of all leases of real property (such real property, the “Leased Real Property”) to which the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate is bound, in each case, as of the date of this Agreement (each a “Lease”). Each Lease is valid and binding on the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate party thereto and, to Seller’s knowledge, on the other parties thereto, and is enforceable in accordance with its terms by and against the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate party thereto, subject to proper authorization and execution of such Lease by the other parties thereto and the Remedies Exception. Neither the Company, the Company Subsidiary nor, with respect to the Business, the Contributing Affiliate party thereto is in material breach or material violation of, or in material default under, any Lease. To Seller’s knowledge, no other party to any Lease is in material breach or material violation of, or in material default under, any Lease. True and correct copies of each of the Leases have been made available to Purchaser.
(c) Except as set forth on Schedule 3.15(c), the Company, the Company Subsidiary or, with respect to the Business, the Contributing Affiliate has a valid leasehold interest in, all Leased Real Property and owns all tangible assets reflected in the Financial Statements or acquired after December 31, 2015, other than inventory, properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since December 31, 2015, in each case free and clear of all Liens except for Permitted Liens.
(d) Except as set forth on Schedule 3.15(d), immediately prior to the Closing Date, Seller or one of its Affiliates (that is a Transferor under the Contribution Agreements) will have good and valid title to all of the tangible Assigned Assets and, except as set forth in section (x) of Schedule 3.14, the registered and applied-for Company Intellectual Property Rights listed on Schedule 1.1(a) and Schedule 1.1(b) of the Intellectual Property Contribution Agreement (or with respect to any leased Assigned Asset, a valid leasehold interest) free and clear of all Liens, other than Permitted Liens. Except for (i) assets required to perform the services provided for in the Transition S...
