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 Facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by the Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and (vi) to the knowledge of the Company, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the Company, threatened termination of such access.
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Real Property and Real Property Leases. (a) The Except as set forth in Schedule 3.21(a) to the Company and Company Stockholders Disclosure Schedule, the Company does not own any real property.
(b) Schedule 2.24(b3.21(b) to the Company and Company Stockholders Disclosure Schedule sets forth a list of all leases, licenses or other occupancy agreements to which the Company is a partyparty as of the Closing Date, that are for the use or occupancy of real estate owned by a third party ("“Leases"”) (copies of which have ------ previously been furnished to ParentPurchaser), 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 effecteffect in all material respects, and to the knowledge of the CompanyCompany and the Company Stockholders, have not been amended except as disclosed in said Schedule 2.24(b)amended, and the Company is not and, to the knowledge of the CompanyCompany and the Company Stockholders, no other party thereto, is in material 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 set forth in Schedule 2.24(b)3.21(b) to the Company and Company Stockholders Disclosure Schedule, the Company has valid leasehold interests in each of the Leased Premises, which leasehold interest is free and clear of any liensLiens, 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 in Schedule 2.24(c),3.21(c) to the Company and Company Stockholders Disclosure Schedule:
(i) there are no pending or, to the knowledge of the Company, or 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 useuse (ordinary wear and tear excepted),
(iii) to except for the knowledge of the CompanyMAS Sublease listed on Schedule 3.21(c), 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 Facilities located on each such parcel Leased Premises are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by the Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulationsLaws, and
(vi) to the knowledge of the Company, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the CompanyCompany and the Company Stockholders, threatened termination of such access.
Appears in 1 contract
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 Facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by the Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and
(vi) to the knowledge of the Company, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the Company, threatened termination of such access.
Appears in 1 contract
Real Property and Real Property Leases. Section 3.27 of the Disclosure Schedule contains a true and complete list of (a) The Company does not own any all real property.
property owned by the Deco Companies, (b) Schedule 2.24(b) sets forth a list of all leases, licenses or other occupancy agreements real estate leases to which any of the Company Deco Companies is a party, and (c) all other material interests, if any, in real property owned or claimed by the Deco Companies. The Deco Companies have all material easements and rights, including parking rights and easements for power lines, water lines, roadways and other access, necessary to conduct the use 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 Deco Companies has been, in the last six (6) years, rezoned or condemned or otherwise taken by any Governmental Entity and, to the Knowledge of Seller and the Deco Companies, no such zoning, condemnation or other taking is threatened or contemplated. None of the real properties owned, occupied or leased to or by the Deco Companies, 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 written notice from any Governmental Entity or other Person has been received by Seller or the Deco Companies claiming any outstanding violation of any such law, ordinance, code, regulation, covenant or restriction, or requiring or calling attention to the need for any material amount of work, repairs, construction, alterations or installations on or in connection with any of such properties which has not been complied with. All leases of real estate owned by a third party ("Leases") (copies of property to 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 any of the LeasesDeco Companies is a party are valid, binding 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 there exists no material default thereunder by the knowledge of the Company, have not been amended except as disclosed in said Schedule 2.24(b), and the Company is not andDeco Companies or, to the knowledge Knowledge of Seller and the CompanyDeco Companies, no any other party thereto, is in default nor any events which with notice or breach under any such Lease and no event has occurred by the Company thatlapse of time, with the passage of time or the giving of notice or both, would cause constitute a breach of or material default of by the Company Deco Companies thereunder, and all rents and other amounts heretofore payable under any of such Leases, except leases have been paid in full. Notwithstanding anything to the extent contrary contained in this Section 3.27, Seller makes no representation or warranty in this Section 3.27 regarding compliance with any Environmental Law or Occupational Safety and Health Law; such default would not have a Company Material Adverse Effect. Except as disclosed compliance is addressed 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 propertySection 3.16.
(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 Facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by the Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulations, and
(vi) to the knowledge of the Company, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the Company, threatened termination of such access.
Appears in 1 contract
Real Property and Real Property Leases. (a) The Company does not own any real property.
(b) Schedule 2.24(b3.22(b) to the Company Disclosure Schedule sets forth a list of all leases, licenses or other occupancy agreements to which the Company is a party, that are 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 effecteffect in all material respects, and to the knowledge of the CompanyCompany and the Primary Stockholder, have not been amended except as disclosed in said Schedule 2.24(b)amended, and the Company is not and, to the knowledge of the CompanyCompany and the Primary Stockholder, 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 set forth on Schedule 2.24(b)3.22(b) to the Company Disclosure Schedule, the Company has valid leasehold interests in each of the Leased Premises, which leasehold interest is free and clear of any liensLiens, 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),3.22(c) to the Company Disclosure Schedule:
(i) there are no pending or, to the knowledge of the CompanyCompany and the Primary Stockholder, 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 CompanyCompany and the Primary Stockholder, 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 CompanyCompany and the Primary Stockholder, 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 CompanyCompany and the Primary Stockholder, 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 CompanyCompany and the Primary Stockholder, all Facilities located on each such parcel are supplied with utilities and other services necessary for their ownership, operation or use, currently or as currently proposed by the Company, all of which services are adequate in accordance with all applicable laws, ordinances, rules and regulationsLaws, and
(vi) to the knowledge of the CompanyCompany and the Primary Stockholder, each such parcel abuts on and has adequate direct vehicular access to a public road and there is no pending or, to the knowledge of the CompanyCompany and the Primary Stockholder, threatened termination of such access.
Appears in 1 contract
