Real Property and Leaseholds Sample Clauses

Real Property and Leaseholds. Except as set forth in Schedule 4.5: (a) Seller owns, free and clear of all Liens, the Owned Real Property. Seller owns the Cedarburg Facility free and clear of all Liens other than Liens arising under or associated with the Amended and Restated Restructuring Agreement, dated as of August 23, 2003, among Seller, KeyBank National Association and certain other lenders party thereto and certain security and mortgage agreements related to such Amended and Restated Restructuring Agreement. (b) The Owned Real Property constitutes all of the real property currently owned by Seller and used for the operation of the Business as presently conducted, other than the Cedarburg Facility and Seller's facility in Dayton, Ohio. The real property leased by Seller under the Real Property Leases constitutes all of the real property leased, subleased to, or otherwise occupied (and not owned) by Seller and used for the operation of the Business as presently conducted, other than the leased real property set forth on Schedule 1.2(k); (c) To Seller's Knowledge, each parcel of Owned Real Property, each parcel of real estate leased by Seller under the Real Property Leases and the Cedarburg Facility (collectively, the "Real Property") have adequate access to the existing roads and other public rights of way for the operation of the Business as presently conducted; (d) To Seller's Knowledge, the present use, occupancy and operation of the Real Property, and all aspects of the improvements to the Real Property (the "Real Property Improvements"), are in compliance in all material respects with all applicable Laws. To Seller's Knowledge, all Real Property Improvements are located within the lot lines (and within the mandatory set-backs from such lot lines established by applicable Law or otherwise) and not over areas subject to easements or rights of way; (e) To Seller's Knowledge, all material certificates of occupancy and other permits and approvals required with respect to the Real Property Improvements and the use, occupancy and operation thereof have been obtained and paid for and are currently in effect, and Seller has not received any notices of violations in connection with such items; (f) To Seller's Knowledge, no portion of the Real Property is subject to any classification, designation or determination of any Government or pursuant to any Law that would reasonably be expected to materially restrict the current use, occupancy or operation of the Real Property in connection wit...

Real Property and Leaseholds. Each Borrower shall, at its own expense, with respect to any interest in real estate (other than the Excluded Property) existing on the date of the Original Agreement or acquired after such date, upon Agent's request therefor (i) as soon as practicable and in any event within thirty (30) days of such request, duly execute and deliver to Agent any and all mortgages, trust deeds, deeds of trust, leasehold mortgages, leasehold deeds of trust, pledges, assignments and other security agreements (collectively, the "Mortgages") as specified by and in form and substance satisfactory to Agent securing payment in and to the real properties owned by such Borrower and leaseholds of such Borrower as may be designated by Agent, (ii) as soon as practicable and in any event within ten (10) days of such request, deliver to Agent a description of such properties and leaseholds in detail sufficient for recordation and otherwise satisfactory to Agent, (iii) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an ALTA survey of said real estate in form and substance acceptable to Agent and certified to Agent, showing no encroachments or other exceptions to title which affect marketability of title other than those permitted in writing by Agent and stating that said real estate is located in an area of minimal flooding or accompanied by evidence that flood insurance to cover any flood risk has been obtained, together with flood zone maps for the area in which the property is located from the Federal Emergency Management Agency; (iv) as soon as practicable and in any event within thirty (30) days of such request, deliver to Agent an environmental survey with respect to said real estate in form and substance satisfactory to Agent and made by an engineer reasonably satisfactory to Agent which reveals no environmental risk not acceptable to Agent; (v) as soon as practicable and in any event within thirty (30) days of such request, if the interest being acquired is a leasehold interest (other than leases that individually or in the aggregate are not material to such Borrower as determined by Agent), deliver to Agent the lease (and a recorded memorandum of the lease or short form lease sufficient to constitute constructive notice of such lease if such lease is not recorded), and an agreement from the landlord to Agent, in each case in form and substance reasonably satisfactory to Agent; (vi) as soon as practicable and in any event within t...

Real Property and Leaseholds. (a) To the Knowledge of the Company, each lease agreement and mortgage to which the Company or any Subsidiary is a party is in full force and effect in accordance with its terms. (b) With respect to each parcel of real property owned or leased by the Company or any of its Subsidiaries: (i) The Company or the relevant Subsidiary, as the case may be, has good and valid title to and/or a valid and subsisting leasehold interest in each item of real property and leasehold, as appropriate, free and clear of all mortgages, liens, Encumbrances (except Permitted Encumbrances), leases, equities, claims, charges, easements, rights-of-way, covenants, conditions and restrictions, except for liens, if any, for property taxes not due; (ii) No officer, director or employee of the Company, of any Subsidiary or of any Affiliate of the Company, nor any Subsidiary or Affiliate of the Company, owns directly or indirectly in whole or in part, any of such real properties or leaseholds; (iii) Neither the Company nor any Subsidiary is in default with respect to any material term or condition of any such mortgage or lease, nor has any event occurred which, through the passage of time or the giving of notice or both, would constitute a default thereunder by the Company or any Subsidiary or would cause the acceleration of any obligation of the Company or any Subsidiary or the creation of a lien or encumbrance upon any asset of the Company or any Subsidiary; (iv) All of the buildings, fixtures and other improvements described in SCHEDULE 4.19 are in reasonably good operating condition, have been maintained in accordance with reasonable industry practices and are adequate to conduct the business of the Company and its Subsidiaries, as the case may be, as presently conducted; and (v) Neither the Company nor any Subsidiary has received any notice or otherwise has Knowledge that the Company or any such Subsidiary, as the case may be, is in violation of any applicable building code, zoning ordinance or other law or regulation.

Real Property and Leaseholds. There is listed on the Disclosure Schedule a description of each parcel of real property owned by or leased to the Company or any Subsidiary and used in the Business, including, without limitation, the Affiliated Real Estate (the "Real Property") and a description of each lease of real property used in the Business under which the Company or any Subsidiary is a lessee, lessor, sublessee or sublessor. The Disclosure Schedule also lists each parcel of real estate previously owned or occupied by the Company or any Subsidiary (or any predecessor). Except as indicated in the Disclosure Schedule: (i) All such leases of Real Property are in good standing and are valid, binding and enforceable in accordance with their respective terms and there does not exist under any such lease of Real Property any material default or any event which with notice or lapse of time or both would constitute a material default; (ii) The plants, buildings and structures located on the Real Property are in good operating condition and repair and have been maintained and are suitable for their present uses and, in the case of each plant, building and other structure (including without limitation, the roofs thereof), are structurally sound and all mechanical and other systems located therein are in good operating condition, subject to normal wear, and no condition exists requiring material repairs, alterations or corrections; (iii) The Company and the Subsidiaries currently have access to public roads or valid easements over private streets or private property for such ingress to and egress from all such Real Properties as is necessary for the conduct of the Business of the Company and the Subsidiaries; (iv) None of the structures on such Real Property or leased Real Property encroaches upon real property of another person, and no structure of any other person encroaches upon any of such Real Property or leased Real Property; (v) The water, electric, gas and sewer utility services and the septic tank and storm drainage facilities currently available to the Real Property are adequate for the present use of the Real Property by the Company and Subsidiaries in conducting the Business, and there is no condition which will result in the termination of the present access from the Real Property to such utility services and other facilities; (vi) The Company has received no notices, oral or written, and has no reason to believe, that any Governmental Authority having jurisdiction over the Real P...

Real Property and Leaseholds. (a) The Company owns all material parcels of real property currently indicated as owned in fee by the Company on the Financial Statements (the "OWNED REAL ESTATE"). The Company holds marketable and legal title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Encumbrances the existence of which would not have a Material Adverse Effect on the Company. (b) The Company holds valid and subsisting leasehold interests in all material parcels of real property leased or subleased to the Company (collectively, the "LEASED REAL ESTATE"), free and clear of all Encumbrances, except for Encumbrances the existence of which would not have a Material Adverse Effect on the Company.

Real Property and Leaseholds. 5.22.1. The Company owns all material parcels of real property currently indicated as owned in fee by the Company on the Financial Statements (the "Owned Real Estate"). The Company holds marketable and legal title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances, and except for Encumbrances the existence of which would not have a Material Adverse Effect. 5.22.2. To the Knowledge of the Company, the Company holds valid and subsisting leasehold interests in all material parcels of real property leased or subleased to the Company (collectively, the "Leased Real Estate"), free and clear of all Encumbrances, except for Permitted Encumbrances, and except for Encumbrances the existence of which would not have a Material Adverse Effect.

Real Property and Leaseholds. Part 2.13 of the Schedule sets forth a complete list and the location of all real property that is owned or used by any Acquired Company or that is reflected as an asset of any Acquired Company on the Pro Forma Year End Balance Sheet (the "Real Estate"). True and complete copies of (i) the deed conveying all Real Estate owned by any Acquired Company ("Owned Real Property"), and (ii) all documents evidencing all Encumbrances upon the Owned Real Property have heretofore been furnished to Buyer. To the Knowledge of Seller, there are no Proceedings or conditions affecting any Owned Real Property that could reasonably be expected to materially curtail or interfere with the use of such property in the manner presently used by the Acquired Companies. Neither Seller nor any Acquired Company Subsidiary is a party to any Lease, assignment or similar arrangement under which Seller or any Acquired Company is a lessor, assignor or otherwise makes available for use by any third party any portion of the Owned Real Property. 2.13.1 Since January 23, 1998, neither Seller nor any Acquired Company has received any notice of, or other writing referring to, any requirements or recommendations by any insurance company that has issued a policy to Seller or any Affiliate of Seller, including, but not limited to any Acquired Company, covering any part of the Owned Real Property, requiring or recommending any repairs or work to be done on any part of the Owned Real Property, which repair or work has not been completed. 2.13.2 Part 2.13.2 of the Schedule contains a list of all Realty Leases. A true and complete copy of each Realty Lease has heretofore been delivered to, or made available for inspection by, Buyer. To Seller's Knowledge, each Realty Lease is valid, binding and enforceable in accordance with its terms and is in full force and effect. The leasehold estate created by each Realty Lease is free and clear of all Encumbrances, except for Permitted Liens. Except as could not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, there are no existing defaults by Seller or any Acquired Company under any of the Realty Leases. To the Knowledge of Seller, no event has occurred that (whether with or without notice, lapse of time or the happening or occurrence of any other event) would constitute a material default under any Realty Lease. Seller has not received notice, and has no reason to believe, that any lessor under any Realty Lease will n...

Real Property and Leaseholds. 6.12.1. Section 6.12.1 of the Company Disclosure Letter lists -------------- and identifies all parcels of real property currently owned in fee by the Company (the "Owned Real Estate"). The Company holds, and at the Recap Closing ----------------- Company Sub will (subject to Section 2.3 hereof) hold, marketable and legal ----------- title to each of the real properties constituting Owned Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances. 6.12.2. Section 6.12.2(a) of the Company Disclosure Letter lists ----------------- and identifies all parcels of real property leased or subleased to the Company (collectively, the "Leased Real Estate"). Except as set forth in Section ------------------ ------- 6.12.2(b) of the Company Disclosure Letter, the Company holds, and at the Recap --------- Closing Company Sub will (subject to Section 2.3 hereof) hold, valid and ----------- subsisting leasehold interests to each of the leaseholds constituting Leased Real Estate, free and clear of all Encumbrances, except for Permitted Encumbrances. 6.12.3. With respect to each lease, master lease or sublease of any real estate described in Section 6.12.2 of the Company Disclosure Letter, -------------- except as set forth in Section 6.12.3 of the Company Disclosure Letter, the -------------- Company is not and, to the knowledge of the Company no other party thereto is, in default with respect to any material term or condition thereof, nor has any event occurred that through the passage of time or the giving of notice, or both, would constitute a material default thereunder, except in each such case for such defaults as would not reasonably be expected to result in (i) a material payment being made by the Company to the landlord, (ii) termination of the lease, or (iii) any other material adverse consequence, individually or in the aggregate, to the Company. 6.12.4. Except as set forth in Section 6.12.4(a) of the Company ----------------- Disclosure Letter, all the real property leases relating to the Leased Real Estate are in full force and effect (including those that have expired original terms and are continuing on a month-to-month or similar basis) and the Company is entitled to all the rights of a tenant thereunder, taking into account the consummation of the transactions contemplated by this Agreement. Except as set forth in Section 6.12.4(b) of the ---------------- Company Disclosure Letter, none of such real property leases contains any req...

Real Property and Leaseholds. (a) Each lease agreement and mortgage to which the Company or any of its Subsidiaries is a party is in full force and effect in accordance with its terms. Neither the Company, any of its Subsidiaries nor any of the other parties to such lease agreements and mortgages are in default (or by the lapse of time and/or giving of notice would otherwise be in default) in respect of such leases and mortgages. (b) With respect to each parcel of real property leased or owned by the Company or its Subsidiaries: (i) the Company or its Subsidiary, as applicable, has good and valid title to and/or a valid and subsisting leasehold interest in each item of real property and leasehold, as appropriate, free and clear of all mortgages, liens, encumbrances, leases, equities, claims, charges, easements, rights-of-way, covenants, conditions and restrictions, except for liens, if any, for property taxes not due; (ii) no officer, director or employee of the Company, or of any Affiliate of the Company, nor any Affiliate of the Company, owns directly or indirectly in whole or in part, any of such real properties or leaseholds; and (iii) neither the Company nor any of its Subsidiaries is in default with respect to any material term or condition of any such mortgage or lease, nor has any event occurred which, through the passage of time or the giving of notice or both, would constitute a default thereunder by the Company or any of its Subsidiaries or would cause the acceleration of any obligation of the Company or any of its Subsidiaries or the creation of a lien or encumbrance upon any asset of the Company or any of its Subsidiaries.

Real Property and Leaseholds. (a) The Acquired Entity does not own any real property or interest therein. (b) The Acquired Entity holds valid and subsisting leasehold interests in all parcels of real property leased or subleased to the Acquired Entity, free and clear of all encumbrances.