Real Property and Facilities Sample Clauses
Real Property and Facilities. (a) Section 2.18(a) of the Seller Disclosure Schedule contains a correct list of each facility and the correct address for each location where the Business is regularly conducted (or where any of the Purchased Assets are located or any of the Business Employees is regularly employed) (the “Business Real Properties”). Seller and its Subsidiaries have the right to lease, assign or sublease to Purchaser the Assigned Leasehold and Subleasehold Interests, and to allow Purchaser to occupy the applicable facilities to be occupied by Purchaser and its Subsidiaries pursuant to the Transition Services Agreement. At the Effective Time, the premises to be conveyed or leased to Purchaser pursuant to the Assigned Leasehold and Subleasehold Interests shall be free and clear of all occupants other than Business Employees. Seller has not granted to any Person any options or encumbrances on the Business Real Properties, which would allow such Person to interfere with or limit Seller’s rights in the Assigned Leasehold and Subleasehold Interests during the term thereof. No real property where the Business is regularly conducted or any of the Purchased Assets is located or any of the Business Employees are regularly employed is owned by Seller or any of its Subsidiaries.
(b) Subject to the terms of applicable Lease Documents, Seller and its Subsidiaries have a valid and subsisting leasehold estate in and the right to quiet enjoyment of each of the leased Business Real Properties related to each Assigned Leasehold and Subleasehold Interest for the full term of the applicable leases (including renewal periods) relating thereto. Each Lease Document related to each Assigned Leasehold and Subleasehold Interest is a legal, valid and binding agreement, enforceable in accordance with its terms, of Seller (or a Subsidiary of Seller, as the case may be) and, to Seller’s knowledge, of each other Person that is a party thereto, and there is no, and neither Seller nor any of its Subsidiaries have received notice of any, default (or any condition or event which, after notice or lapse of time or both, would constitute a default) thereunder; provided that, to Seller’s knowledge, neither Seller nor any of its Subsidiaries is in breach or default under any such Lease Document, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent ...
Real Property and Facilities. (i) The Acquired Facilities are all of the real property and improvements required for the Business as presently conducted and no facilities have been used for the conduct of the Pre-Closing Seller Operations other than the Acquired Facilities and the Former Facilities of the Seller Group.
(ii) The leases for the Leased Facilities are or, as of the Closing, will be in full force and effect for the benefit of the member of the Buyer Operating Group (indicated in Section 4.1(n) of the Seller Disclosure Letter), as lessee and there are no material defaults attributable to the lessee or to the landlord thereunder.
(iii) To the knowledge of Seller, no fact, circumstance or event which, with the passage of time, the giving of notice, or both, would constitute, as of the Closing, any material default under any lease for the Leased Facilities. There are no existing subleases of any Leased Facility, other than as specified in Section 4.1(n) of the Seller Disclosure Letter.
(iv) Each member of the Seller Group is the sole legal and equitable owner of the Owned Facilities indicated as owned by such member in Section 4.1(n) of the Seller Disclosure Letter and, as of the Closing, will be and such member has the full right to convey fee simple absolute title to the same.
(v) No member of the Seller Group has granted any option or right of first refusal or first opportunity to any party to acquire, lease or occupy an Acquired Facility, nor any portion thereof or interest therein.
(vi) Except for Permitted Liens, the Acquired Facilities and the other Acquired Assets are not subject to any Liens (other than a Lien encumbering only the right, title and interest of any Person other than a Seller Group member in and to a Leased Facility).
(vii) All water, sewer, plumbing, gas, electric, telephone, communications, heating, ventilating, air condition, security, fire safety, drainage, waste treatment, water treatment, and other utility facilities required by applicable Law, any Contract or otherwise for the conduct in all material respects of the Business as presently conducted ("Required Utilities") have been, and at
(viii) The tangible Acquired Assets are now, and at the time of Closing will be, free of any material physical or mechanical defects, and will be in good operating condition and repair in all material respects, in compliance in all material respects with the Laws, Contracts, Environmental Requirements, Permits and/or Approvals binding thereon, reasonably maintained...
Real Property and Facilities. (i) No real property is or has been owned, leased or used by the Joint Ventures in the course of their Pre-Closing Seller Operations, other than the Joint Venture Facilities and the Former Facilities of the Joint Ventures.
(ii) Except as set forth in Section 4.2(m) of the Seller Disclosure Letter, the Joint Ventures hold the good and fee simple title to, or a valid leasehold interest in, the Joint Venture Facilities and the other Joint Venture Assets, free of any Liens, other than the Permitted Liens.
(iii) The Joint Venture Assets are now, and will be at the time of the Closing, free of physical or mechanical defects, in good operating condition and repair (ordinary wear and tear accepted), structurally sound, in compliance with applicable Laws, contractual obligations, Environmental Requirements, and Permits and/or Approvals applicable thereto, have been reasonably maintained consistent with standards generally followed by similar business and building owners and users, and are adequate for the purposes for which they are being used by the Joint Ventures, except for any of the foregoing that is not reasonably likely to have a JV Material Adverse Effect.
(iv) No condemnation, zoning, land use or Tax imposition, or other Proceeding has been instituted with respect to any Joint Venture Assets which could have a JV Material Adverse Effect and, to the knowledge of Seller, no such Proceeding is planned or threatened.