Real Property and Environmental Matters. (a) The Company does not own or lease any real property. Schedule 3.11
(a) hereto sets forth a complete and accurate list of all of the real property owned by any of the Company's Subsidiaries (the "Owned Real Property") and all of the real property leased by any of the Company's Subsidiaries (the "Leased Real Property", and together with the Owned Real Property, the "Real Property"). Except as set forth on Schedule 3.11(a) hereto, (i) each of the Company's Subsidiaries has valid fee simple title to its Owned Real Property, free and clear of any mortgage, pledge, lien, encumbrance, charge, or other security interest, easement, covenant, or other restriction or other claim adversely affecting its title to or possession of its Owned Real Property, except for installments of special assessments not yet delinquent, recorded easements, covenants, and other restrictions, and utility easements, building restrictions, zoning restrictions, and Permitted Encumbrances, none of which materially impairs the use of such Real Property as it is presently being used in the operation of the business of the Company and its Subsidiaries, (ii) none of the Company's Subsidiaries has leased, licensed or otherwise granted any Person the right to use or occupy any of its Owned Real Property or any portion thereof and (iii) to the Company's knowledge, neither the Owned Real Property nor any of the buildings, plants, improvements, structures or fixtures located thereon are in violation of any laws, rules or regulations regarding zoning, health, safety, building or land use. Except as set forth on Schedule 3.11(a) hereto, the Leased Real Property is held by the Company's Subsidiaries under outstanding leases which are in full force and effect and none of the Company's Subsidiaries (i) is in material breach or default under any of the real property leases to which it is a party or has received a notice of cancellation or termination with respect to any such real property lease, or (ii) has subleased, licensed or otherwise granted any Person the right to use or occupy any of its Leased Real Property or any portion thereof. To the Company's knowledge, all of real property leases to which any of the Company's Subsidiaries is a party are valid leases. The Company and its Subsidiaries have all material easements and licenses and other rights relating to real estate necessary to conduct their respective businesses in the manner heretofore conducted or carried on by them. Except as set forth...
Real Property and Environmental Matters. (a) For purposes of this Agreement, the following terms shall have the indicated meanings:
Real Property and Environmental Matters. (a) The Company has never owned any real property.
(b) Except as set forth on Schedule 3.11(b):
(i) The Company has complied with all applicable Environmental Laws. There is no pending or, to the Knowledge of the Company, threatened civil or criminal litigation, written notice of violation, formal administrative proceeding, or investigation, inquiry or information request by any Governmental Authority, relating to any Environmental Law involving the Company.
(ii) The Company has no liabilities or obligations arising from the release of any Materials of Environmental Concern into the environment.
(iii) The Company is not a party to or bound by any court order, administrative order, consent order or other agreement between the Company and any Governmental Authority entered into in connection with any legal obligation or liability arising under any Environmental Law.
(iv) Schedule 3.11(b)(iv) sets forth a list of all documents (whether in hard copy or electronic form) that, to the Knowledge of the Company contain any environmental reports, investigations and audits relating to premises currently or previously owned or operated by the Company (whether conducted by or on behalf of the Company or a third party, and whether done at the initiative of the Company or directed by a Governmental Authority or other third party) which were issued or conducted during the past five years and which the Company has possession of or access to. A complete and accurate copy of each such document has been provided to the Buyer.
(v) To the Knowledge of the Company, there exists no material environmental liability of any solid or hazardous waste transporter or treatment, storage or disposal facility that has been used by the Company and which relates to the Business.
Real Property and Environmental Matters. (a) Discovery does not own any real estate. Annex 5.1.6(a) contains a complete and accurate list of all leases regarding real property to which Discovery is bound as lessee.
(b) Discovery is and has been in compliance with all environmental laws, regulations and permits as applicable, and there are no circumstances which have occurred in the conduct of the business of the Companies which may give rise to any liability under applicable environmental laws, regulations or permits. There are no contaminations caused by asbestos, solvents, radioactivity, heavy metals, poisons, toxins or other hazardous materials in the premises presently or formerly used by Discovery.
Real Property and Environmental Matters. The Buyer shall be satisfied, in its sole discretion, that all leases assumed by the Buyer will be valid and enforceable, and that no environmental or safety hazards exist at any of the Seller's places of business.
Real Property and Environmental Matters. (a) Prior to the Closing, the Company did not own any fee interest in any immovable (real) property nor did the Company lease any (real) property, nor did the Company own any easement or right-of-way interest in any real property. Neither PBF Member, CRC or CRSC nor any of their Affiliates have received any written notice that the whole or any portion of the Land is subject to any Order to be sold or is being condemned, expropriated, or otherwise taken by any Governmental Authority, with or without payment of compensation thereof, nor has any such condemnation, expropriation, or taking been proposed. There are no zoning or other land use proceedings, either currently instituted or planned to be instituted by PBF Member, CRC or CRSC, that would reasonably be expected to have a material adverse effect on the Owned Land.
(b) Except for matters that relate to an Excluded Liability, the PBF Contributed Assets are in compliance with applicable HSE Laws and, (i) there is no written notice given to PBF Member and/or to the Company on any investigation by any Governmental Authority for non-compliance with any HSE Law with respect to the PBF Contributed Assets, nor, to the Knowledge of PBF Member, is any such investigation ongoing in which PBF Member and/or the Company has not received written notice, and (ii) there is no Legal Proceeding pending or threatened by any Person or Governmental Authority in writing against the PBF Contributed Assets relating to non-compliance with or Liability of the PBF Contributed Assets under applicable HSE Laws.
Real Property and Environmental Matters. Prior to the Closing, the Company did not own any fee interest in any immovable (real) property nor did the Company lease any (real) property, nor did the Company own any easement or right-of-way interest in any real property. Neither PBF Member, CRC or CRS nor any of their Affiliates have received any written notice that the whole or any portion of the Land is subject to any Order to be sold or is being condemned, expropriated, or otherwise taken by any Governmental Authority, with or without payment of compensation thereof, nor has any such condemnation, expropriation, or taking been proposed. There are no zoning or other land use proceedings, either currently instituted or planned to be instituted by PBF Member, CRC or CRS, that would reasonably be expected to have a material adverse effect on the Owned Land.
Real Property and Environmental Matters. (a) (i) Schedule 4.11(a) identifies all of the real property that TPH leases, has agreed to lease or has obligation to lease (including a general description of the improvements thereon), in each case as Lessee. Such leased real property is hereinafter referred to as the "Leased Property," and the improvements and fixtures thereon are hereinafter referred to as the "Leased Improvements." Schedule 4.11(a) identifies all of the real property formerly leased by TPH. TPH does not own and has never owned any real property.
Real Property and Environmental Matters. (a) With the exception of the real estate, and buildings and improvements thereon, described in Section 3.7(a) of the Disclosure Schedule, the Company does not own, lease or otherwise conduct operations at any real estate in the conduct of the Business (such real property owned or leased by the Company, together with the buildings and improvements thereon, is herein referred to as the “Real Property”).
(b) Except for such instances as would not constitute a Material Adverse Effect, (i) to the Knowledge of the Company (as defined in Section 14.13), the Company has not generated, stored, disposed of or released Hazardous Material on the Real Property except in compliance with applicable Environmental Laws in effect at the time of such generation, storage, disposal or release; (ii) to the Knowledge of the Company, there has been no generation, storage, disposal or release of any such Hazardous Material on the Real Property by any other person or entity since the Company owned or leased the Real Property; and (iii) to the Knowledge of the Company, there has been no generation, storage, disposal or release of any Hazardous Material on the Real Property by any prior owner or lessee of the Real Property except in compliance with Environmental Laws, in effect at the time of such generation, storage, disposal or release. For the purposes of this Agreement, “Environmental Laws” and “Environmental Law” means any applicable U.S., state or local law, rule, regulation, order, writ, judgment, injunction, decree, determination or award relating to the environment or Hazardous Materials, including, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act, the Resource Conversation and Recovery Act, the Hazardous Materials Transportation Act, the Clean Water Act, the Toxic Substances Control Act, the Clean Air Act, the Safe Drinking Water Act, the Atomic Energy Act and the Federal Insecticide, Fungicide and Rodenticide Act, in each case, as amended from time to time; and “Hazardous Material” means (a) petroleum or petroleum products, natural or synthetic gas, asbestos in any form that is friable, urea formaldehyde foam insulation and radon gas, (b) any substances defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “contaminants” or “pollutants” or words of any similar import, under...
Real Property and Environmental Matters. 11.8.1 All real properties, inheritable building rights (Erbbaurechte) or similar rights in rem owned/held by a Group Company or an Operating Asset Holding Company are set out in Annex 11.8.1 and the Group Companies or Operating Asset Holding Companies named therein as owners/holders are the sole lawful owners of the respective real property/holders of the respective inheritable building right/holders of the respective similar right in rem and no dispute as to the ownership of the real properties/holdership of the inheritable building rights/holdership of the similar rights in rem is in existence or pending.
11.8.2 To the Sellers’ Best Knowledge, the real properties owned by a Group Company or an Operating Asset Holding Company are not subject to any encumbrances (including any previously established easements (altrechtliche Dienstbarkeiten) or encumbrances or restrictions under neighbour law (nachbarrechtliche Belastungen oder Beschränkungen), except as provided under statutory law), other than those listed in Annex 11.8.2 or those registered in the land register (Grundbuch) or the register for public easements (Baulastenverzeichnis) and no registration that has been applied for to the land register (Grundbuch) has not yet been registered.
11.8.3 To the Sellers’ Best Knowledge and except for the circumstances listed in Annex 11.8.3, the Group Companies and the Operating Asset Holding Companies as well as the real estate owned, occupied or used by the Group Companies and the Operating Asset Holding Companies have in all material respects complied with all relevant environmental laws, regulations (Rechtsverordnungen) and written orders by a competent authority of mandatory effect.
11.8.4 To the Sellers’ Best Knowledge and except for the circumstances listed in Annex 11.8.4, the Group Companies and the Operating Asset Holding Companies have not been held liable for damages, penalties, removal, remediation or other liability with respect to violation of any relevant environmental law, regulation (Rechtsverordnungen) or written order by a competent authority. No written notice from the competent authorities has been received by a Group Company or an Operating Asset Holding Company for any claim related to the violation of applicable environmental laws, regulations and orders by such Group Companies or Operating Asset Holding Companies.
