Real Property and Leasehold Interests Sample Clauses

Real Property and Leasehold Interests. The Company is not and has never been at any time the owner (or the beneficial or registered owner, as applicable) of and the Company has not agreed to acquire any real or immovable property (“Real Property”) or any interest in any Real Property, other than as a lessee. The Company is not a party to any Lease or agreement in the nature of a Lease in respect of any Real Property, whether as lessor or lessee, other than the leases described in Schedule 4.14, including the lease for the premises described in Schedule 4.14 (collectively, the “Leasehold Premises”). Neither the Company nor, to the knowledge of the Vendor, any other party thereto is in breach of any covenants, conditions or obligations contained in any Lease. The Vendor has provided a true and correct copy of the Lease of the Leasehold Premises to the Purchaser. All buildings, structures, improvements, appurtenances, fixtures and movables owned or leased by the Company, including without limitation those situated on the Leasehold Premises, are in good operating condition, subject to normal wear and tear, and in a state of good maintenance and repair, are adequate and suitable for the purposes for which they are currently being used.
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Real Property and Leasehold Interests. All real property and improvements owned by Xxxxxx or any Xxxxxx Subsidiary (the "Real Property") and all leases of real property under which Xxxxxx or any Xxxxxx Subsidiary is a lessee or sublessee (the "Leases") are set forth in the Disclosure Memorandum. Xxxxxx or a Xxxxxx Subsidiary, as the case may be, has good and marketable indefeasible fee simple title to the Real Property free and clear of all liens, charges, security interests, easements, reservations, restrictions, encumbrances and other defects of title (collectively, "Encumbrances"), other than exceptions set forth in the Disclosure Memorandum (the "Exceptions") which Exceptions do not have a material adverse effect on the current use or occupancy of the Real Property or the value thereof. Xxxxxx has delivered to Oakwood copies of all Leases, including all amendments or supplements thereto and all notices from the landlord thereunder or its leasing agent with respect thereto, all of which are set forth in the Disclosure Memorandum. Xxxxxx or the Xxxxxx Subsidiary, as the case may be, has a valid and enforceable leasehold interest under all of the Leases, subject only to the terms and conditions set forth in the Leases and the effect of any applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors' rights generally and subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and the possible unavailability of specific performance or injunctive relief, regardless of whether considered in a proceeding in equity or at law. Neither Xxxxxx nor any Xxxxxx Subsidiary is in default under any Lease, and there does not exist any event which with notice or the lapse of time or both would constitute a default by either Xxxxxx or any Xxxxxx Subsidiary thereunder, except for such defaults that in the aggregate would not constitute a Xxxxxx Material Adverse Effect. To the best knowledge of Xxxxxx and each Xxxxxx Subsidiary, the landlord under each Lease is not in default thereunder and there does not exist any event which with notice or the lapse of time or both would constitute a default by such landlord thereunder, except for such defaults that in the aggregate would not constitute a Xxxxxx Material Adverse Effect. To the best knowledge of Xxxxxx and any Xxxxxx Subsidiary, each landlord under the Leases has good and marketable fee simple title to the premises leased under the Lease, subject...
Sample 1
Real Property and Leasehold Interests. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Schedule 5.11(b) contains a true and complete list of all (i) leases, licenses, subleases and occupancy agreements, together with any amendments thereto (the “Tenant Real Property Leases”) with respect to all real property leased, licensed, subleased or otherwise used or occupied by the Company or any of its Subsidiaries as lessee, sublessee, or licensee (the “Leased Real Property”) and (ii) subleases, licenses and occupancy agreements, together with any amendments thereoto, pursuant to which the Company or any of its Subsidiaries, as sublessor or licensor, subleases, licenses or otherwise grants occupancy rights to use or occupy any portion of the Leased Real Property (the “Landlord Real Property Leases” and together with the Tenant Real Property Leases, the “Real Property Leases”). True, complete and accurate copies of the Real Property Leases have been delivered to Parent prior to the date hereof. (c) Each Real Property Lease is legal, valid and binding on the Company or its Subsidiaries (as applicable), enforceable and in full force and effect and will continue to be legal, valid, binding, enforceable against the Company or such Subsidiary (and, to the Knowledge of the Company, against the other party thereto) in accordance with its terms, subject to the effect of any applicable bankruptcy, reorganization, insolvency, moratorium, or similar Law affecting creditors’ rights generally and subject, as to enforceability, to the effect of general principles of equity (regardless of whether such enforceability is considered in a proceeding in equity or at Law). (d) There exists no material breach or default of any Real Property Lease by the Company or any of its Subsidiaries, or to the Company’s Knowledge, by any other party to a Real Property Lease, and no event has occurred which, with notice or lapse of time or both, would constitute (i) a material breach or default of any Real Property Lease by the Company or any of its Subsidiaries, or the Company’s Knowledge, by any other party to a Real Property Lease, or (ii) permit termination, modification or acceleration thereunder by the Company or any of its Subsidiaries or, to the Company’s Knowledge, by the landlord. (e) The Leased Real Property is adequate to permit the use thereof in the manner that it is currently utilized by the Company and its Subsidiaries.
Sample 1
Real Property and Leasehold Interests. (a) Neither the Corporation nor Glutino USA is, nor have they ever been since November 10, 2004, and to the knowledge of the Vendor, neither the Corporation nor Glutino USA has ever been at any time prior to November 10, 2004, the owner (or the beneficial or registered owner, as applicable) of and neither the Corporation nor Glutino USA has ever agreed to acquire any real or immovable property (“Real Property”) or any interest in any Real Property, other than as a lessee. Neither the Corporation nor Glutino USA is a party to any Lease or agreement in the nature of a Lease in respect of any Real Property, whether as lessor or lessee, other than the Leases (collectively, the “Canadian and U.S. Leases”) for each of the premises described in Schedule 4.17 (the “Leasehold Premises”). Neither the Corporation nor Glutino USA nor, to the knowledge of the Vendor, any other party thereto is in breach of any covenants, conditions or obligations contained in the Canadian and U.S. Leases. The Vendor have provided true and correct copies of the Canadian and U.S. Leases to the Purchaser. None of the Canadian or U.S. Leases with respect to the Leasehold Premises located in Canada are registered in any land registry. All buildings, structures, improvements, appurtenances, fixtures and movables owned or leased by the Corporation or Glutino USA, including without limitation those situated on the Leasehold Premises, are in good operating condition, subject to normal wear and tear, and in a state of good maintenance and repair, are adequate and suitable for the purposes for which they are currently being used. (b) Neither the Corporation nor Glutino USA nor the Vendor have received any written notice of violation or claimed violation of any applicable building, zoning, subdivision and other land use and similar Laws (collectively “Real Property Laws”). No dispute to which the Corporation or Glutino USA are a party currently exists with any Governmental Authority having jurisdiction over the Leasehold Premises and every improvement, building or structure located thereon with respect to any Real Property Law or the application thereof to the Leasehold Premises or any improvement, building or structure located thereon.
Sample 1

Related to Real Property and Leasehold Interests

  • Leasehold Interests Each lease or agreement to which the Company is a party under which it is a lessee of any property, real or personal, is a valid and subsisting agreement without any default of the Company thereunder and, to the best of the Company's knowledge, without any default thereunder of any other party thereto. No event has occurred and is continuing which, with due notice or lapse of time or both, would constitute a default or event of default by the Company under any such lease or agreement or, to the best of the Company's knowledge, by any other party thereto. The Company's possession of such property has not been disturbed and, to the best of the Company's knowledge, no claim has been asserted against the Company adverse to its rights in such leasehold interests.

  • Real Property Interests (a) The Owner has provided, or upon execution of this Agreement shall promptly provide to the Developer, documentation acceptable to the Department indicating any right, title or interest in real property claimed by the Owner with respect to the Owner Utilities in their existing location(s). Such claims are subject to the Department’s approval as part of its review of the Utility Assembly as described in Paragraph 2. Claims approved by the Department as to rights or interests are referred to herein as “Existing Interests”. (b) If acquisition of any new easement or other interest in real property (“New Interest”) is necessary for the Adjustment of any Owner Utilities, then the Owner shall be responsible for undertaking such acquisition. The Owner shall implement each acquisition hereunder expeditiously so that related Adjustment construction can proceed in accordance with the Developer’s Project schedules. The Developer shall be responsible for the actual and reasonable acquisition costs of any such New Interest (including without limitation the Owner’s reasonable overhead charges and legal costs as well as compensation paid to the landowner), excluding any costs attributable to Betterment as described in Paragraph 16(c), and subject to the provisions of Paragraph 16(e); provided, however, that all acquisition costs shall be subject to the Developer’s prior written approval. Eligible acquisition costs shall be segregated from other costs on the Owner's estimates and invoices. Any such New Interest shall have a written valuation and shall be acquired in accordance with applicable law. (c) A New Interest shall be substantially equivalent (e.g., in width and type) to the Existing Interest being replaced, unless a New Interest exceeding such standard (i) is required in order to accommodate the Project or by compliance with applicable law, or (ii) is called for by the Developer in the interest of overall Project economy. Any New Interest that does not meet the requirements of the preceding sentence shall be considered a Betterment to the extent that it upgrades the Existing Interest which it replaces, or in its entirety if the related Owner Utility was not installed pursuant to an Existing Interest. Betterment costs shall be solely the Owner’s responsibility. (d) For each Existing Interest located within the final Project right of way, upon completion of the related Adjustment work and its acceptance by the Owner, the Owner agrees to execute a quitclaim deed or other appropriate documentation relinquishing such Existing Interest to the Department, unless the affected Owner Utility is remaining in its original location or is being reinstalled in a new location within the area subject to such Existing Interest. All quitclaim deeds or other relinquishment documents shall be subject to the Department's approval as part of its review of the Utility Assembly as described in Paragraph 2. For each such Existing Interest relinquished by the Owner, the Developer shall do one of the following to compensate the Owner for such Existing Interest, as appropriate: (i) If the Owner acquires a New Interest for the affected Owner Utility, the Developer shall reimburse the Owner for its actual and reasonable acquisition costs in accordance with Paragraph 16(b); or (ii) If the Owner does not acquire a New Interest for the affected Owner Utility, the Developer shall compensate the Owner for the fair market value of such relinquished Existing Interest, as mutually agreed between the Owner and the Developer and supported by a written valuation. The compensation provided to the Owner pursuant to either subparagraph (i) or subparagraph (ii) above shall constitute complete compensation to the Owner for the relinquished Existing Interest, and no further compensation shall be due to the Owner from either the Developer or the Department on account of such Existing Interest. (e) The Owner shall execute a Utility Joint Use Acknowledgment (TxDOT-U-80A) for each Adjusted Owner Utility where required pursuant to TxDOT policies. All Utility Joint Use Acknowledgments shall be subject to TxDOT approval as part of its review of the Utility Assembly as described in Paragraph 2.

  • Property and Leases (a) The Company and the Subsidiaries have sufficient title to all their properties and assets to conduct their respective businesses as currently conducted or as contemplated to be conducted, with only such exceptions as would not have a Material Adverse Effect. (b) Each parcel of real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole (i) is owned or leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, and (D) all matters of record, (E) Liens reflected in the SEC Reports, including, without limitation, the financial statements contained therein, (F) zoning laws and other land use restrictions that do not materially impair the present use of the property, (G) as set forth in Section 4.13(b) of the Disclosure Schedule, or (H) other Liens and other imperfections of title and encumbrances that would not have a Material Adverse Effect (collectively, "Permitted Liens"), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (c) amended, and there exists no default under any such lease by the Company or any Subsidiary, nor any event which, with notice or lapse of time or both, would constitute a default thereunder by the Company or any Subsidiary, except as would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect. (d) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, and improvements thereon, owned or leased by the Company or any Subsidiary that is material to the Company and its Subsidiaries taken as a whole other than those that would not prevent or materially delay consummation of the Offer or the Merger or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and would not have a Material Adverse Effect.

  • Real Property; Leasehold (a) No Acquired Corporation owns any, nor has any Acquired Corporation ever owned any, real property, nor is any Acquired Corporation party to, or bound by, any Contract to purchase or sell any real property. (b) Part 3.8(b) of the Disclosure Schedule sets forth a list of each lease, sublease or other Contract pursuant to which any of the Acquired Corporations leases real property from any other Person (such leases, subleases or other Contracts required to be listed thereon, the “Company Leases”). (All real property leased to the Acquired Corporations, including all buildings, structures, fixtures and other improvements leased to the Acquired Corporations, is referred to as the “Leased Real Property”). The present use and operation of the Leased Real Property is authorized by, and is in compliance in all material respects with, all applicable zoning, land use, building, fire, health, labor, safety and Environmental Laws and other Legal Requirements. There is no Legal Proceeding pending, or, to the knowledge of the Company, threatened, that challenges or adversely affects, or would challenge or adversely affect, the continuation of the present ownership, use or operation of any Leased Real Property. To the knowledge of the Company, there is no existing plan or study by any Governmental Body or by any other Person that challenges or otherwise adversely affects the continuation of the present ownership, use or operation of any Leased Real Property. There are no subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any of the Leased Real Property to any Person other than the Acquired Corporations, and there is no Person in possession of any of the Leased Real Property other than the Acquired Corporations. Each of the Acquired Corporations has complied in all material respects with the terms of all Company Leases relating to the Leased Real Property, and all such Company Leases are in full force and effect in all material respects. To the knowledge of the Company, the Leased Real Property is in good operating condition and repair. The Company has Made Available to Parent true, correct and complete copies of all Company Leases. No Acquired Corporation is party to any Contract or, to the knowledge of the Company, subject to any claim that may require the payment of any real estate brokerage commissions, and no commission is owed with respect to any of the Leased Real Property. The Leased Real Property constitutes all real property used in or necessary to conduct the business of each Acquired Corporation as currently being conducted.

  • Real Property (a) The Seller and each of its Subsidiaries does not own and has never owned any real property. (b) Section 4.17(b) of the Disclosure Schedule sets forth a complete and accurate list of all leases of real property, occupancy agreements or similar agreements (the “Real Property Leases”) under which the Seller or any of its Subsidiaries is a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any third Person (the “Leased Real Property”), such list setting forth the location and landlord of each parcel of Leased Real Property. The Seller has provided to the Buyer access to complete and accurate copies of each Real Property Lease. With respect to the Real Property Leases, there exist no uncured defaults under the Real Property Leases by the Seller or any of its Subsidiaries, or, to the Company’s Knowledge, any third party, and neither the Seller nor any of its Subsidiaries has received or given written notice of any such defaults. Upon receipt of any Consents required with respect to the Real Property Leases as set forth in Section 4.3 of the Disclosure Schedule, the consummation of the transactions contemplated by this Agreement and any Ancillary Agreement will not result in any default under any Real Property Lease, except that the Real Property Leases for the Lenexa Real Properties will be terminated in connection with the Closing. The Seller and its Subsidiaries hold leasehold estates in the Leased Real Property that is necessary for the conduct of business of the Seller, free and clear of any Liens (except Permitted Liens). (c) There is no pending or, to the Company’s Knowledge, threatened condemnation (or similar Proceedings) of any part of the Leased Real Property. (d) Neither the Seller nor any of its Subsidiaries has assigned its interests under any Real Property Lease to any third party. (e) Neither the Seller nor any of its Subsidiaries has received written notice within the last two (2) years asserting that the utilities, access or parking for any parcel of Leased Real Property are inadequate for the current use and operation of such parcel, nor, to the Company’s Knowledge, does any fact or condition exist that could reasonably be expected to result in such utilities, access or parking for any parcel of Leased Real Property becoming inadequate for the current use and operation of such parcel. None of the Leased Real Property has suffered any material damage by fire or other casualty which has not heretofore been repaired and restored in all material respects. (f) To the Company’s Knowledge, there is no zoning, building code, occupancy restriction or other land-use regulation Proceeding or any proposed change in any applicable Law that could, individually or in the aggregate, materially adversely affect the Seller’s or any of its Subsidiaries’ use of the Leased Real Property. (g) To the Company’s Knowledge, there are no defects, structural or otherwise, with respect to any of the Leased Real Property (or any improvements located thereon), that could reasonably be anticipated to have a material adverse impact on the Seller’s or any of its Subsidiaries’ use of the Leased Real Property.

  • Location of Real Property and Leased Premises (a) Schedule 3.20(a) lists completely and correctly as of the Closing Date all real property owned by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries own in fee all the real property set forth on Schedule 3.20(a). (b) Schedule 3.20(b) lists completely and correctly as of the Closing Date all real property leased by the Borrower and the Subsidiaries and the addresses thereof. The Borrower and the Subsidiaries have valid leases in all the real property set forth on Schedule 3.20(b).

  • Leaseholds If the Mortgage Loan is secured by a long-term residential lease, (1) the lessor under the lease holds a fee simple interest in the land; (2) the terms of such lease expressly permit the mortgaging of the leasehold estate, the assignment of the lease without the lessor's consent and the acquisition by the holder of the Mortgage of the rights of the lessee upon foreclosure or assignment in lieu of foreclosure or provide the holder of the Mortgage with substantially similar protections; (3) the terms of such lease do not (a) allow the termination thereof upon the lessee's default without the holder of the Mortgage being entitled to receive written notice of, and opportunity to cure, such default, (b) allow the termination of the lease in the event of damage or destruction as long as the Mortgage is in existence, (c) prohibit the holder of the Mortgage from being insured (or receiving proceeds of insurance) under the hazard insurance policy or policies relating to the Mortgaged Property or (d) permit any increase in rent other than pre-established increases set forth in the lease; (4) the original term of such lease is not less than 15 years; (5) the term of such lease does not terminate earlier than five years after the maturity date of the Mortgage Note; and (6) the Mortgaged Property is located in a jurisdiction in which the use of leasehold estates in transferring ownership in residential properties is a widely accepted practice;

  • Real Property Leases CLAUSE 2.13 of the Disclosure Schedule lists -------------------- and describes briefly all real property leased or subleased to the Company and lists the term of such lease, any extension and expansion options, and the rent payable thereunder. The Company has delivered to the Buyer true, correct and complete copies of the leases and subleases (as amended to date) listed in CLAUSE 2.13 of the Disclosure Schedule. The Company is not party to, or otherwise obliged with respect to, any lease or sublease for facilities, which are not occupied by the Company. With respect to each lease and sublease listed in CLAUSE 2.13 of the Disclosure Schedule: (a) the lease or sublease is legal, valid, binding, enforceable and in full force and effect; (b) there is no reason which would impair the lease or sublease to continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing; (c) the Company is not in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder; (d) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease; (e) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (f) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities in the manner in which such facilities are currently operated and as presently contemplated by the Company; and (g) the owner of the facility leased or subleased, has stated that, it has good and clear record and marketable title to the parcel of real property, free and clear of any Security Interest, easement, covenant or other restriction, that would interfere in any material respect with the Company's operations thereon, and there have been no actions to believe the contrary.

  • Real Property; Personal Property (a) On the Disaffiliation Date, Local Church will have full title and ownership of the Real Property and Personal Property. The parties shall ensure all necessary transfers or other transactions relating to the above properties are completed on or prior to the Disaffiliation Date. Any costs resulting from such transfers or other transactions shall be borne by Local Church. Annual Conference shall fully cooperate with Local Church, as needed and applicable, to ensure that such transfers and other transactions convey all of Annual Conference’s interest – both for itself and on behalf of The United Methodist Church – in the Real Property and Personal Property, both tangible and intangible, of Local Church. (b) At Closing, the Annual Conference shall deliver to the Local Church: (i) the Deed(s) quitclaiming and releasing all interest of the Annual Conference in the Real Property to the Local Church; (ii) the Bill of Sale conveying all the interest of the Annual Conference in the Personal Property to the Local Church; and, (iii) a FIRPTA certificate.

  • Real Properties The Company does not have an interest in any real property, except for the Leases (as defined below).

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