Real Property and Assets Sample Clauses
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. 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. (a) Section 4.16 of the Disclosure Schedule sets forth a list of all real property, leaseholds and other interests in real property that will be held by APL and the APL Subsidiaries at the Closing Date (other than easements, licenses or rights-of-way involving annual payments of less than $10,000 each), except those real properties, leaseholds and other interests in real property where the failure to hold would not, individually or in the aggregate, have a Material Adverse Effect (the "Properties"). Except as set forth in Section 4.16 of the Disclosure Schedule, APL and the APL Subsidiaries will hold, as of the Closing Date, an interest in the real property described in Section 4.16 of the Disclosure Schedule sufficient to permit APL and the APL Subsidiaries to operate their businesses in the ordinary course and consistent with past practices, according to the terms of the instrument, conveyance or document creating such interest, free and clear of all Liens, except Permitted Liens, and APL and the APL Subsidiaries have good and indefeasible title to each of the Properties, except for Permitted Liens.
(b) Except as set forth in Section 4.16 of the Disclosure Schedule, each of the leases, subleases, easements, licenses and agreements described in Section 4.16 of the Disclosure Schedule is in full force and effect according to the terms of each respective instrument, except where such failure to be in full force and effect would not have a Material Adverse Effect, and to Seller's Knowledge, each holder of such leases, subleases, easements, licenses and agreements has complied with all requirements in connection therewith, except where such noncompliance would not have a Material Adverse Effect, and there is not under any such lease, sublease, easement, license or agreement, any existing breach or default (or event that, with notice, lapse of time or both, would constitute a breach or default) by APL or the APL Subsidiaries, except for such breaches or defaults that would not have a Material Adverse Effect.
(c) The tangible assets owned or leased by APL immediately prior to the Closing and after the consummation of the transactions contemplated by Section 3.1 constitute all the tangible assets used in or necessary to conduct the APL Business and such tangible assets will continue to be owned or leased by APL immediately after the Closing. The tangible assets of APL that are
Real Property and Assets. (a) None of the Company or any of its Subsidiaries owns any real property. Section 4.7(a) of the Company Disclosure Schedule lists (by address or legal description) all interests in real property leased, licensed, subleased, occupied or used by the Company or any of its Subsidiaries (the “Company Leased Real Property”), in each case, as of the date hereof. Except as set forth in Section 4.7(a) of the Company Disclosure Schedule, the Company or one of its Subsidiaries has a good and valid leasehold interest in the Company Leased Real Property listed in Section 4.7(a) of the Company Disclosure Schedule, in each case free and clear of all Liens except for Permitted Liens, and any exceptions that would not reasonably be expected to materially and adversely affect the use of such Company Leased Real Property as such property is used as of the date of this Agreement.
(b) Each of the Company and its Subsidiaries has good title to, or a valid leasehold interest in, as applicable, the material personal property used in their respective businesses, free and clear of all Liens, except for Permitted Liens or defects in title or failures to be in full force and effect that would not reasonably be expected to materially and adversely affect the use of such material personal property as such property is used as of the date of this Agreement. Such material personal property (other than any Acquired Inventory, which is the subject of the representation and warranty set forth in Section 4.8) is in good working order and condition in light of its intended use, for the operation of the business of the Company and its Subsidiaries as presently conducted.
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) No Acquired Company owns any real property. Except as disclosed in Section 3.11(a) of the Company Disclosure Schedule, the Acquired Companies have good and valid leasehold interests in each parcel of real property leased by or licensed to the Acquired Companies (the “Company Leased Real Property”). Section 3.11(a) of the Company Disclosure Schedule contains a true, correct and complete list of each item of Company Leased Real Property, including the street address of the Company Leased Real Property and the name of the third party lessor thereof.
(b) The Company Leased Real Property is not subject to any Liens, except for Permitted Liens. No Acquired Company has received any written notice of a material violation of any ordinances, regulations or building, zoning or other similar laws with respect to the Company Leased Real Property. No Acquired Company has received any written notice of any expiration of, pending expiration of, changes to, or pending changes to any material entitlement relating to the Company Leased Real Property and there is no material condemnation, special assessment or the like pending or, to the Knowledge of the Company, threatened with respect to any of the Company Leased Real Property.
(c) The Acquired Companies have delivered to Buyer accurate and complete copies of the each lease, sublease, license or other occupancy agreement or arrangement relating to the Company Leased Real Property, together with all amendments, modifications and supplements thereto (each, a “Real Property Lease”). Section 3.11(c) of the Company Disclosure Schedule lists each Real Property Lease. With respect to the Company Leased Real Property, except as set forth in Section 3.11(c) of the Company Disclosure Schedule, the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any Company Leased Real Property.
(d) Other than with respect to Intellectual Property Rights and Technology (which are the subject of Section 3.13), the Acquired Companies have good and marketable, indefeasible and valid interests in, all material assets (whether personal, tangible or intangible) used or leased for use by the Acquired Companies in connection with the conduct of the Acquired Companies’ business. None of such assets is subject to any Lien, except:
(i) Liens disclosed on the Balance Sheet;
(ii) statutory Liens for current Taxes not yet due and payable or the validity or amount of which is being contested in good faith...
Real Property and Assets. MVB has all necessary right, title and interest in and to all of its real and personal property, except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $10,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property. All real property owned or leased by MVB is owned or leased free and clear of all Liens, encumbrances, rights of way, building use restrictions, exceptions, variances, reservations, or limitations of any nature except for Liens and security interests of record, liens and security interests that do not in the aggregate exceed $10,000, or liens and security interests that arise in the ordinary course of business, or which do not materially impair the ownership of such property, and no such property is subject to any governmental decree or order to be sold or condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor to the Knowledge of MVB is any such proceeding threatened.