Real Property and Real Property Leases. Part 10(a) of the Schedule contains a true and complete list of (i) all real property owned by the Corporation and the Subsidiaries together with a summary description of the buildings and improvements thereon and the method by which such real property is depreciated for tax and book purposes, (ii) all real estate leases to which the Corporation or any Subsidiary is a party together with a summary description of the buildings and improvements thereon, the address of each property, the name of each landlord and tenant and the expiration date of each lease, and (iii) all other interests, if any, in real property owned or claimed by the Corporation or any Subsidiary. To the Indemnitors' knowledge, the Corporation and Subsidiaries have all easements and rights, including parking rights and easements for power lines, water lines, roadways and other access, necessary to conduct the businesses they now conduct and enjoy peaceful and undisturbed possession of all properties occupied by them. Neither the whole nor any portion of any real property owned, occupied or leased to or by the Corporation or any Subsidiary has been rezoned or condemned or otherwise taken by any public authority and, to the Indemnitors' knowledge, no such rezoning, condemnation or other taking is threatened or contemplated. To the Indemnitors' knowledge, none of the real properties owned, occupied or leased to or by the Corporation or any Subsidiary, or the occupancy or operation thereof, constitutes a nuisance or violation of any law or any building, zoning or other ordinance, code or regulation or any private or public covenant or restriction, and no notice from any governmental body or other Person has been served upon the Corporation or any Subsidiary claiming any violation of any such law, ordinance, code, regulation, covenant or restriction, or requiring or calling attention to the need for any work, repairs, construction, alterations or installations on or in connection with any of such properties which has not been complied with except to the extent set forth in Part 10(b) of the Schedule. All leases of real property to which the Corporation or any Subsidiary is a party are valid, binding and in full force and effect, and, to the Indemnitors' knowledge, there exists no default thereunder by any party thereto, nor any events which, with notice or lapse of time, or both, would constitute a default, and all amounts heretofore payable under such leases have been paid in full. True, corre...
Real Property and Real Property Leases. (a) The Company does not own any real property.
(b) Schedule 2.24(b) sets forth a list of all leases, licenses or other occupancy agreements to which the Company is a party, for the use or occupancy of real estate owned by a third party ("Leases") (copies of which have ------ previously been furnished to Parent), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date, term and renewal rights under each of the Leases, and (ii) the street address or legal description of each property covered thereby (the "Leased Premises"). The Leases are in full --------------- force and effect, and to the knowledge of the Company, have not been amended except as disclosed in said Schedule 2.24(b), and the Company is not and, to the knowledge of the Company, no other party thereto, is in default or breach under any such Lease and no event has occurred by the Company that, with the passage of time or the giving of notice or both, would cause a breach of or default of the Company under any of such Leases, except to the extent such default would not have a Company Material Adverse Effect. Except as disclosed in Schedule 2.24(b), the Company has valid leasehold interests in each of the Leased Premises, which leasehold interest is free and clear of any liens, covenants and easements or title defects of any nature whatsoever, except the matters set forth on Schedule 2.24(b), or those that do not materially and adversely affect the current use of the property.
(c) With respect to the Leased Premises, and except as set forth on Schedule 2.24(c),
(i) there are no pending or, to the knowledge of the Company, threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting materially and adversely the current use, occupancy or value thereof,
(ii) to the knowledge of the Company, all improvements, buildings and systems on any such parcel are in good repair and safe for their current occupancy and use,
(iii) to the knowledge of the Company, there are no contracts or agreements (whether oral or written) granting to any party or parties the right of use or occupancy of any such parcel, and there are no parties (other than the Company) in possession of any such parcel,
(iv) to the knowledge of the Company, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein,
(v) to the knowledge of the Company, all Faci...
Real Property and Real Property Leases. The Company owns no real -------------------------------------- estate. The Schedule of Leases attached as Exhibit I contains an accurate and complete list and description of the material terms (address, rental rate, term) of all real property leases to which the Company is a party. Each lease set forth in such Schedule is in full force and effect; in each case, the lessee has been in peaceable possession since the commencement of the original term of such lease; and there exists no event of default or event, occurrence, condition or act (including the transactions anticipated hereby) which, with the giving of notice, the lapse of time or the happening of any further event or condition, would become a default under such lease. The properties leased by the Company are in a state of good maintenance and repair and are being used. With respect to real property leased by the Company, (a) the Company's operation of such property has, to its knowledge, been, throughout the term of such use, in compliance with all federal, state and local laws concerning the environment and hazardous materials; (b) the Company has not received a notice of violation or similar notice from any governmental authority or insurance company relating to the use, operation or maintenance of such real properties; (c) there has been no condemnation or eminent domain proceedings commenced or to the Company's knowledge threatened; and (d) no environmental audit report or other evaluations of such real properties have been commissioned or prepared by the Company.
Real Property and Real Property Leases. Schedule 1.1.6 attached hereto accurately lists and describes all of the real property owned or otherwise held or used by the Station which is being assigned or transferred to the Buyer. The Real Property comprises all real property interests necessary to conduct the business or operations of the Station as now conducted, for the periods stated therein, except as otherwise specified herein. Seller represents that the Real Property is acccessible by public roads. Except as indicated in Schedule 1.1.6, the Real Property and the structures located thereon, and the present uses thereof, conform in all respects with all material restrictive covenants and with all applicable zoning, environmental, and building codes, laws, rules and regulations. There are no pending or, to the best of Seller's knowledge, threatened condemnation or eminent domain proceedings that may have a material adverse effect on Buyer's use of the real property for the operation of the Station after Closing. There are no structural defects in the towers, buildings, structures and other improvements located on the real property. All utilities that are necessary for the present operation of the Station have been connected to the Real Property and are in working order. To the best of Seller's knowledge, no utility lines serving the Station pass over the lands of others except where appropriate easements or licenses have been obtained. Seller's use and occupancy of the Real Property comply in all material respects with all regulations, codes, ordinances, and statutes of all Governmental Authorities, including without limitation all zoning, health, environmental protection and sanitary regulations and all occupational safety and health regulations. The transmitting facilities of the Station, including the tower, guy wires and ground systems, on the Closing Date are located entirely on the confines of the Real Property.
Real Property and Real Property Leases. Flashnet does not own any -------------------------------------- real property. Disclosure Schedule 3.12 sets forth the name, parties, and date of each lease and sublease of real property that is occupied by Flashnet ("Flashnet Leases"), and the address of each parcel of leased real property and a list of all amendments to such Flashnet Leases. Each Flashnet Lease is in full force and effect and there is no default asserted thereunder by any party thereto and, to the Flashnet Stockholders' knowledge, there are no unasserted defaults (including any events which with the passage of time or giving of notice or both would constitute a default). True, correct and complete copies of all the Flashnet Leases, as amended to date, have been delivered to Cybernet. Flashnet has not been notified that the use and operation of any of the real properties leased by Flashnet does not conform to applicable building, zoning, safety, environmental, and other laws, ordinances, regulations, codes, permits, licenses, and certificates and all restrictions and conditions affecting title, except where the failure to conform would not have an Flashnet Material Adverse Effect.
Real Property and Real Property Leases. CSI does not own any real -------------------------------------- property. Disclosure Schedule 3.12 sets forth the name, parties, and date of ------------------------ each lease and sublease of real property that is occupied by CSI ("CSI Leases"), and the address of each parcel of leased real property and a list of all amendments to such CSI Leases. Each CSI Lease is in full force and effect and there is no default asserted thereunder by any party thereto and, to the Stockholders' knowledge, there are no unasserted defaults (including any events which with the passage of time or giving of notice or both would constitute a default). True, correct and complete copies of all the CSI Leases, as amended to date, have been delivered to ZMAX. CSI has not been notified that the use and operation of any of the real properties leased by CSI does not conform to applicable building, zoning, safety, environmental, and other laws, ordinances, regulations, codes, permits, licenses, and certificates and all restrictions and conditions affecting title, except where the failure to conform would not have an CSI Material Adverse Effect.
Real Property and Real Property Leases. (A) The real property and any buildings, improvements and fixtures thereon, as set forth on Schedule 9.1(a)(i)(A) (collectively, the “Transferred Real Property”) and (B) the real property leases set forth on Schedule 9.1(a)(i)(B) (the “Transferred Real Property Leases”);
Real Property and Real Property Leases. (a) Schedule 4.8(a) attached hereto contains a true, correct and complete list of the address and legal description of each parcel of Real Property. Except as set forth on Schedule 4.8(a)(2), Seller has good and marketable title to each parcel of Real Property, which title is free and clear of all deeds of trust, mortgages, liens, security interest, charges, claims and encumbrances of any nature whatsoever. Seller has the full, absolute and unrestricted right to assign, transfer and convey to Buyer the Real Property under applicable Law. No person or entity other than Seller has any interest in the Real Property. There is no pending or threatened condemnation or eminent domain proceeding with respect to the Real Property.
(b) Each Real Property Lease is in full force and effect; and each constitutes the legal, valid, binding and enforceable obligation of Seller and, to Seller's knowledge, the lessor thereof. Seller is current in all material obligations under each Real Property Lease. There are currently no events of default by Seller, and, to the best of Seller's knowledge, no state of facts exists which with notice or the passage of time, or both, would constitute an event of default by Seller or any other party under any Real Property Lease. To the Seller's knowledge, there are no disputes in existence as to any Real Property Lease. Neither (i) the request for or granting of consent nor (ii) the transfer of any Real Property Lease will cause a contractual obligation to pay an increased amount of rent or other sums payable under the terms, or any reduction in the length or extension options of any Real Property Lease.
Real Property and Real Property Leases. (a) Schedule 3.22(a) to the Company Disclosure Schedule sets forth an accurate, correct and complete list of each parcel of real property owned by the Company (the "REAL PROPERTY"), including a street address, and a list of all leases, contracts or other agreements to which the Company is a party and affecting the Real Property or any interest therein. The Company has delivered to Parent accurate, correct and complete copies of all such leases, contracts, and agreements. The Company is the sole and exclusive legal and record owner of and has good and marketable title in fee simple absolute to, and is in possession of, all Real Property, including the buildings, structures, fixtures and improvements situated thereon and appurtenances thereto, including such right of ways and easements running toward the benefit of such Real Property, in each case free and clear of all tenancies and other possessory interests, security interests, conditional sale or other title retention agreements, Liens, assessments, easements, rights of way, covenants, restrictions, reservations, options, rights of first refusal, defects in title, encroachments and other burdens, except the leases, contracts, agreements and other matters set forth on Schedule 3.22(a) to the Company Disclosure Schedule or except those that do not materially and adversely affect the current use and operation of such properties. All leases, contracts and agreements to which the Company is a party and affecting the Real Property are set forth on Schedule 3.22(a) to the Company Disclosure Schedule and are legally valid and binding and in full force and effect, and there are no defaults, offsets, counterclaims or defenses thereunder, and the Company has received no notice of default, offset, counterclaim or defense under any such contracts.
(b) No Real Property is located within a designated erosion, flood or seismic safety hazard area. Neither the whole nor any portion of any Real Property owned, leased, occupied or used by the Company has been condemned, requisitioned or otherwise taken by any public authority, and no notice of any such condemnation, requisition or taking has been received. To the knowledge of the Company, no such condemnation, requisition or taking is threatened or contemplated. The Company has no knowledge of any public improvements which may result in special assessments against or otherwise affect the Real Property
(c) To the Company's knowledge, the Real Property is in material complianc...
Real Property and Real Property Leases. (a) The Company does not currently own, and has not owned, any real property.
(b) Schedule 2.10(b) of the Company Disclosure Letter sets forth:
(i) the address of each real property currently leased or subleased to or by the Company, as lessee, licensee or sub-lessee (the “Leased Real Property”); and
(ii) a true and complete list of all leases and subleases, and all modifications and amendments of and agreements relating to such leases and subleases (such leases and subleases, as modified and amended, collectively, the “Leases” or individually a “Lease”) for each such Leased Real Property. The Company has delivered or made available to Acquirer a true and complete copy of each such Lease.
(c) Except as would not have a Material Adverse Effect on the Company or except as set forth on Schedule 2.10(b) of the Company Disclosure Letter, with respect to each of the Leases:
(i) such Lease is legal, valid, binding, enforceable and in full force and effect as against the Company. The Company has not received or provided any written or oral notice of any default or event that with notice or lapse of time, or both, would constitute a default by the Company or any other party thereto under any of the Leases identified in the Company Disclosure Letter.
(ii) the Company has timely and fully performed all material covenants and material obligations under the Leases. The Company does not have any existing offsets, defenses, counterclaims, or credits against rentals under any provision of the Leases, other than any security deposit.
(iii) the transactions contemplated by this Agreement do not require the consent of any other party to such Lease, will not result in a breach of or default under such Lease by the Company, and will not otherwise cause such Lease to cease to be legal, valid, binding, enforceable and in full force and effect as against the Company on substantially the same terms following the Closing.
(iv) such Lease was made on an arm’s length basis. There are no agreements, contracts, terms, or special understandings between or among the Company, any lessor, or agents of any lessor regarding any real property leases that have not been disclosed in the Company Disclosure Letter.
(v) The Company has not assigned any of its Leases or any interest in such Leases or sublet any portion of the premises leased to them under such Leases.
(vi) There is no Legal Proceedings pending or threatened relating to the real property (whether real, personal or mixed and whether ...
