Real Property and Leases. (a) The Company and each of its subsidiaries has sufficient title to all of its real properties and assets to conduct its businesses as currently conducted or as contemplated to be conducted.
(b) Each parcel of real property owned ("Owned Real Property") or leased by the Company or any of its subsidiaries (i) is specified in Section 2.19(b)(i) of the Company Disclosure Schedule, (ii) 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 (collectively, "Liens"), other than (A) Liens for current real estate 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, (D) all Liens and other imperfections of title and encumbrances which would not constitute a Material Adverse Effect (collectively, "Permitted Liens"), and (E) Liens set forth on Section 2.19(b)(ii) of the Company Disclosure Schedule and (iii) 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, has any notice been received by the Company stating that any such condemnation, expropriation or taking is proposed.
(c) All leases of real property leased for the use or benefit of the Company or any of its subsidiaries to which the Company or any of its subsidiaries is a party requiring rental payments in excess of $10,000 on an annualized basis during the period of the lease, and all amendments and modifications thereto are in full force and effect and have not been modified or amended (except as specified in Section 2.19(c) of the Company Disclosure Schedule) and there exists no default under any such lease by the Company or any of its subsidiaries, nor any event which with notice or lapse of time or both would constitute a default thereunder by the Company or any of its subsidiaries, except as would not constitute a Material Adverse Effect.
(d) Section 2.19(d) of the Company Disclosure Schedule sets forth a list of all leases and subleases (i) requiring rental payments in excess of $50,000 on an annualized basis and that have a term in excess of one year or (ii) which are material to the...
Real Property and Leases. Schedule 3.28 hereto is a correct and complete list, of all real property owned by each Credit Party, all leases and subleases of real property or movable or personal property by any Credit Party, as lessee or sublessee, and all leases and subleases of real property or movable or personal property by any Credit Party, as lessor or sublessor.
Real Property and Leases. (a) The Company does not own any real property.
(b) The Company has received no notice of violation of any applicable zoning regulation, ordinance or other law, order, regulation or requirement relating to the Company's properties.
(c) All leases of real property leased for the use or benefit of the Company to which the Company is a party, and all amendments and modifications thereto, are in full force and effect, and there exists no default under any such lease by the Company, nor, to the knowledge of the Company, has any event occurred which with notice or lapse of time or both would constitute a material default thereunder by the Company.
(d) Section 4.32 of the Company Disclosure Schedule sets forth a description (including the street address) of all real property leased by the Company. No premises other than such leased properties are used in the Business.
Real Property and Leases. No member of the Company Group currently owns or has in the past owned any real property. Schedule 2.8(c) sets forth true and correct addresses of all real property leased or rented by any member of the Company Group (the “Leased Property”). The Leased Property constitutes all of the facilities used or occupied in the conduct of the Business as currently conducted. Each parcel of the Leased Property is the subject of a written lease agreement (each, a “Lease”), and there are no oral terms inconsistent with the written terms thereof. To the Knowledge of Seller, the Company Group’s use and operation of the Leased Property conform to all applicable Laws, Permits and Orders in all material respects. Seller has not received written notice from landlords or any Governmental Authority that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to the Leased Property, in each case that has not been subsequently addressed or corrected. Except as set forth in Schedule 2.8(c), Seller and each other member of the Company Group has exclusive possession of each Leased Property, there are no leases, subleases, licenses, concessions or other agreements, written or oral, granting to any other party or parties the right of use or occupancy with respect to such Leased Property. The Leased Property has been supplied with utilities and other services reasonably sufficient for the operation of the Business as currently conducted. All Leases are valid and binding agreements, enforceable in accordance with their respective terms, are in full force and effect and are not in default.
Real Property and Leases. (a) Section 3.13(a) of the Company Disclosure Schedule sets forth a complete and accurate list of all real property owned by any of the Acquired Companies as of the date of this Agreement (“Company-Owned Real Property”). Except as set forth in Section 3.13(a) of the Company Disclosure Schedule, the Acquired Companies have good and valid title in fee simple to all Company-Owned Real property, free and clear of all Liens, except (i) Liens for current Taxes, payments of which are not yet delinquent or are being disputed in good faith, and (ii) such imperfections in title and easements and encumbrances, if any, as are not substantial in character, amount or extent and do not materially impair the Acquired Companies’ business operations (in the manner presently carried on by any of the Acquired Companies).
(b) Section 3.13
Real Property and Leases. (i) Company and Company Subsidiaries have sufficient title or leasehold interests to all of their respective properties to conduct their respective businesses as currently conducted or as contemplated to be conducted, except where the failure to have such sufficient title or leasehold interest would not, either individually or in the aggregate, have a Company Material Adverse Effect. Section 6.19 of the Disclosure Schedule sets forth a true and complete list of each lease, sublease or other similar agreement relating to the possession of real property to which Company or any of Company Subsidiaries is a party which provides for annual payments in excess of $60,000.
Real Property and Leases. The Company does not own any real property. §4(l) of the Disclosure Schedule contains a list of all leases for real property to which the Company is a party, the square footage leased with respect to each lease and the expiration date of each lease. These leases are valid and enforceable and are not in default. To the Knowledge of the Principals, the real property leased or occupied by the Company, the improvements located thereon, and the furniture, fixtures and equipment relating thereto (including plumbing, heating, air conditioning and electrical systems), conform to any and all applicable health, fire, safety, zoning, land use and building laws, ordinances and regulations and are in good working order. There are no outstanding contracts made by the Company for any improvements made to the real property leased or occupied by the Company that have not been paid for. The Principals have delivered to the Buyer correct and complete copies of the leases and subleases listed in §4(l) of the Disclosure Schedule (as amended to date). With respect to each lease and sublease listed in §4(l) of the Disclosure Schedule, the Principals warrant as follows (provided that these warranties, in relation to the lessors of the premises, are limited to the Knowledge of the Principals):
(i) the lease or sublease is legal, valid, binding, enforceable, and in full force and effect, subject to the Exception;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, subject to the Exception;
(iii) no party to the lease or sublease is 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;
(iv) no party to the lease or sublease has repudiated any provision thereof;
(v) there are no disputes, oral agreements, or forbearance programs in effect as to the lease or sublease;
(vi) with respect to each sublease, the representations and warranties set forth in subsections (A) through (E) above are true and correct with respect to the underlying lease; and
(vii) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust, or encumbered any interest in the leasehold or subleasehold.
Real Property and Leases. (a) Section 3.15(a) of the Everest Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all of the real property owned by Everest or any of its Subsidiaries (the “Everest Owned Real Property”). Everest or a Subsidiary of Everest has good and valid title to the Everest Owned Real Property and to all of the buildings, structures and other improvements thereon, free and clear of all Liens (except for Permitted Liens).
(b) Section 3.15(b) of the Everest Disclosure Schedule sets forth a complete and accurate list, as of the date of this Agreement, of all leases or licenses of real property (“Everest Leased Real Property” and, together with the Everest Owned Real Property, the “Everest Real Property”) to which Everest or any of its Subsidiaries is a party. All material leases or licenses of Everest Leased Real Property, and all material amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no material default or material liability under any such lease or license by Everest or any of its Subsidiaries, nor any event that, with notice or lapse of time or both, would constitute a material default or material liability thereunder by Everest or any of its Subsidiaries.
(c) As of the date of this Agreement, the Everest Real Property is not subject to any material outgoings, except for customary outgoings, including any applicable business rates, utility rates (including but not limited to water, electricity and sewerage), janitorial service costs, and to the extent applicable, rent, license fees, service charges and insurance premiums.
(d) Neither Everest nor any of its Subsidiaries has, since December 31, 2017, received written notice of any condemnation, expropriation or other proceeding in eminent domain affecting the Everest Real Property or any portion thereof or interest therein, and to the Knowledge of Everest, no such proceedings are threatened or proposed.
(e) Except as set forth in Section 3.15(e) of the Everest Disclosure Schedule, neither Everest nor any of its Subsidiaries has subleased, licensed or otherwise granted to any other person any rights to use, occupy or possess any part of Everest Real Property.
(f) The current use of the Everest Real Property is permitted in all material respects by and complies in all material respects with the terms of the applicable lease or license and, to the Knowledge of Everest, all applicable planning, zoni...
Real Property and Leases. (a) Schedule 3.12-1 of the Company Disclosure Schedule sets forth a true and complete list of all real property owned or leased by the Company or any Subsidiary since January 1, 1998 and separately identifies that which is, or was previously, owned and that which is, or was previously, leased. The Company and the Subsidiaries have sufficient title or valid leasehold interests to or in all of their properties and assets to conduct in all material respects their respective businesses as currently conducted or as contemplated to be conducted and, except as set forth on Schedule 3.12-2 of the Company Disclosure Schedule, there are no material security interests or encumbrances on such owned properties and assets.
(b) All leases of real property leased for the use or benefit of the Company or any Subsidiary to which the Company or any Subsidiary is a party requiring rental payments in excess of $100,000 during the period of the lease, and all amendments and modifications thereto, are in full force and effect and have not been modified or amended, and there exists no default under any such lease by the Company, any Subsidiary, or by any other party thereto, nor any event which with notice or lapse of time or both would constitute a default thereunder by the Company, any Subsidiary, or by any other party thereto, which would, individually or in the aggregate, have a Company Material Adverse Effect.
Real Property and Leases. (i) The Company and its subsidiaries have sufficient title or leasehold interests to all of their properties to conduct their respective businesses as currently conducted or as contemplated to be conducted, except where the failure to have such sufficient title or leasehold interest would not be reasonably likely to have, either individually or in the aggregate, a Company Material Adverse Effect. Section 6.1(m) of the Disclosure Letter sets forth a true and complete list of each lease, sublease or other agreement relating to the possession of real property to which the Company or any of its subsidiaries is a party.
(ii) All leases of real property leased for the use or benefit of the Company or any of its subsidiaries to which the Company or any such subsidiary is a party and all amendments and modifications thereto are in full force and effect except for defaults which would, in the aggregate, be immaterial to the financial condition, operations, properties, business or results of operations of the Company and its subsidiaries taken as a whole.
