Real Property and Tangible Personal Property. (a) Section 3.8(a) of the Company Disclosure Schedule sets forth a complete list of all real property and interests in real property owned in fee by the Company (individually, an “Owned Property” and collectively, the “Owned Properties”). The Company has good and marketable fee title to all Owned Properties, free and clear of all Liens of any nature whatsoever except (A) Liens set forth in Section 3.8(a) of the Company Disclosure Schedule and (B) Permitted Exceptions. Section 3.8(a) of the Company Disclosure Schedule also sets forth a complete list of all appurtenant easements as described in the Title Insurance Policy (the “Appurtenant Easements”). The Company has valid and enforceable rights in and to the Appurtenant Easements, free and clear of all Liens of any nature whatsoever except (A) Liens set forth in Section 3.8(a) of the Company Disclosure Schedule and (B) Permitted Exceptions. The Owned Properties and the Appurtenant Easements are referred to collectively herein as the “Company Properties.”
(b) The Company has no leasehold interests in real property.
(c) There does not exist, to the Knowledge of Seller, threatened or contemplated condemnation or eminent domain proceedings that materially adversely affect any Company Property or any part thereof, and Seller has no Knowledge of the intention of any Governmental Authority to take or use all or any part thereof. To the Knowledge of Seller, it has not received any written notice of pending, and there are no threatened, condemnation, fire, health, safety, building, zoning, land use or other regulatory proceedings, lawsuits or administrative actions relating to any portion of the Company Property which do or may adversely affect the current use, occupancy or value thereof. To the Knowledge of Seller, it has not received written notice of any pending or threatened special assessment proceedings affecting any portion of the Company Property.
(d) Except as set forth in Section 3.8(d) of the Company Disclosure Schedule, with respect to the Newt Contract, the Company does not own or hold, and is not obligated under or a party to, any option, right of first refusal or other Contractual right to purchase, acquire, sell, assign or dispose of any material real estate or any material portion thereof or interest therein. No Person other than the Company is in possession of any of the Company Property or any portion thereof except, with respect to the Appurtenant Easements, in accordance with the terms of said A...
Real Property and Tangible Personal Property. (a) Premcor Refining has (i) good, marketable and indefeasible title to that Real Property which it owns in fee; and (ii) a valid leasehold interest in that Real Property which it leases subject to the terms of the Real Property Leases; in each case, free and clear of all Liens other than the Permitted Liens.
(b) Except as set forth in Section 3.4(b) of the Disclosure Schedules, Premcor Pipeline has either good and indefeasible title to, or a valid right to use under and subject to the terms of the Rights of Way, all real property on which the Pipeline is located; in each case, free and clear of all Liens other than the Permitted Liens.
(c) Subject to any Third Person Consent or Authorization for the transfer and assignment from a Seller to a Buyer, each Seller owns, leases or has the legal right to use (or in the case of contract rights, receive the benefits of) all Tangible Personal Property, free and clear of all Liens except Permitted Liens.
(d) Except as set forth in Section 3.4(d) of the Disclosure Schedules, (i) to Sellers’ Knowledge, all Real Property Leases represent valid, binding and enforceable agreements of Premcor Refining subject to the terms thereof; and (ii) Premcor Refining is not in material default under any Real Property Leases to which it is a party nor to the Knowledge of Sellers is there any event or circumstance that solely with the giving of notice or the lapse of time or both would constitute a material default under any such Real Property Leases.
(e) Section 3.4(e) of the Disclosure Schedules lists all material fixed assets comprising the Terminal Assets and the Pipeline as of the Execution Date, other than the Excluded Assets. All of the assets on Section 3.4(e) of the Disclosure Schedules are owned by either Premcor Refining (with respect to Terminal assets) or Premcor Pipeline (with respect to Pipeline assets).
(f) Section 1.1(b) of the Disclosure Schedules lists all material fixed assets comprising the Refining Assets as of the Execution Date, other than the Excluded Assets. All of the assets on Section 1.1(b) of the Disclosure Schedules are owned by Premcor Refining.
(g) Except as would not reasonably be expected to have a Material Adverse Effect, to Sellers’ Knowledge, (i) the use and operation of the Real Property, Real Property Leases and Rights of Way in the conduct of the Sellers’ Business (A) as currently conducted does not violate in any material respect any Law, covenant, condition, restriction, easement, license, P...
Real Property and Tangible Personal Property. (a) Section 2.09(a) of the Company Disclosure Letter includes a true and complete list of all Owned Real Property as of the date of this Agreement (including (i) the address or location and use within the Business and (ii) the name of the record owner thereof). Each Insight Company that owns a fee interest in a parcel of Owned Real Property has good and marketable fee title to such Owned Real Property, and each Insight Company that holds an Easement holds good and valid title to such Easement, in each case, free and clear of all Liens other than Permitted Liens. No other Person has any ownership right in all or any portion of any Owned Real Property or the right to purchase all or any portion of any Owned Real Property or any interest therein. The Insight Companies hold title insurance policies insuring their fee title, as of the effective date of each such title insurance policy, to each of the parcels of Owned Real Property set forth in Section 2.09(a) of the Company Disclosure Letter (the “Title Insurance Policies”), and each Title Insurance Policy is in full force and effect and no claims have been made under any such Title Insurance Policy. True and complete copies of all Title Insurance Policies in the Company’s possession have been made available to Buyer prior to the date of this Agreement.
(b) Section 2.09(b) of the Company Disclosure Letter includes a true and complete list of the following as of the date hereof: (i) all Leases, including the address or location and use of the real property subject to such Leases; and (ii) all Revenue Leases, including the address or location and use of the real property subject to such Revenue Leases. True and complete copies of all written Leases, Revenue Leases and Easement Agreements, in each case in effect as of the date hereof, have been made available to Buyer prior to the date of this Agreement. Section 2.09(b) of the Company Disclosure Letter includes a true and complete list of all oral Leases and Revenue Leases in effect as of the date hereof to which any Insight Company is a party and the material economic terms of such oral Leases and Revenue Leases. Each Insight Company that leases the Leased Real Property has a valid leasehold interest in such Leased Real Property (subject to any Enforceability Exceptions or any Lease that has expired or terminated in accordance with its terms, which Lease and the date of such expiration or termination are set forth in Section 2.09(b) of the Company Disclosure Lett...
Real Property and Tangible Personal Property. We do not insure for loss:
a. Caused by water damage, meaning:
(1) Flood, surface water, waves, tidal water, overflow of a body of water, or spray from any of these, whether or not driven by wind;
(2) Water which backs up through sewers or drains;
(3) Water below the surface of the ground, including water which exerts pressure on, or seeps or leaks through a building, sidewalk, driveway, foundation, swimming pool or other structure; or
(4) Water emanating from a sump pump, sump pump well or similar device designed to prevent overflow, seepage or leakage of subsurface water. Direct loss by fire, explosion or theft resulting from water damage is covered.
b. Caused by earth movement, meaning: earthquake, including land shock waves or tremors before, during or after a volcanic eruption; landslide; mudflow; mine subsidence; earth subsidence; sinkhole; or earth sinking, rising or shifting; unless direct loss by:
(1) Fire;
(2) Explosion; or
(3) Breakage of glass or safety glazing material which is part of a building, storm door or storm window; ensues, and then we will pay only for the ensuing loss. This exclusion does not apply to loss by theft.
c. Or damage due to neglect, meaning neglect of a covered person to use all reasonable means to save and preserve property at and after the time of a loss.
d. Involving intentional or criminal acts of or at the direction of one or more covered persons, if the loss that occurs:
(1) May reasonably be expected to result from such acts; or
(2) Is the intended result of such acts. This exclusion applies regardless of whether or not the covered person is actually charged with, or convicted of a crime.
e. Or damage caused directly or indirectly by:
(1) War, including undeclared war, civil war, insurrection, rebellion, revolution;
(2) Warlike act by a military force or military personnel; or
(3) Destruction or seizure or use for a military purpose; including any consequence of any of these. Discharge of a nuclear weapon will be deemed a warlike act even if accidental.
f. Or damage arising out of a nuclear hazard meaning:
(1) Any nuclear reaction;
(2) Radiation; or
(3) Radioactive contamination; all whether controlled or uncontrolled or however caused, or any consequence of any of these. Loss caused by the nuclear hazard shall not be considered loss caused by fire, explosion or smoke. However, direct loss by fire resulting from the nuclear hazard is covered.
g. Or damage arising from power failure meaning the failure of power or ...
Real Property and Tangible Personal Property. Encumbrances --------------------------------------------------------------------------------------------------------------------------
Real Property and Tangible Personal Property. We do not insure for loss:
a. Involving collapse, other than as provided in Additional Property Coverages, 11. Collapse.
b. Caused by freezing, thawing, pressure or weight of water or ice, whether driven by wind or not, to a fence, pavement, patio, swimming pool, hot tub, foundation, retaining wall, bulkhead, pier, wharf, dock, or piling.
c. To:
(1) Condominiums or Cooperatives; or
(2) Residences rented to you: Caused by continuous or repeated seepage or leakage of water or steam over a period of time from within a plumbing, heating, or air conditioning system, automatic fire protective sprinkler system or from within a household appliance.
d. Caused by the following:
(1) Wear and tear, aging, marring, scratching, or deterioration;
(2) Inherent vice, latent defect, electrical, or mechanical breakdown or failure;
(3) Rust or other corrosion, mold, fungi, wet or dry rot;
(4) Smog, smoke from agricultural smudging, or industrial operations;
(5) Settling, shrinking, bulging, or expansion including resultant cracking, of pavements, patios, foundations, walls, floors, roofs or ceilings;
(6) Birds, vermin, insects, rodents; or animals kept or owned by a covered person; If any of these cause water not otherwise excluded to escape from a plumbing, heating, air conditioning or automatic fire protective sprinkler system or household appliance, we cover loss caused by the water. We also cover the cost of tearing out and replacing any part of a building necessary to repair the system or appliance. We do not cover loss to the system or appliance from which this water escaped. Under exclusions 1.a., 1.b., 1.c., and 1.d., any ensuing loss from a covered peril to covered property not excluded or excepted in this policy is covered.
e. To covered real property or tangible personal property caused by any of the following. However, any ensuing loss not excluded or excepted in this policy is covered.
(1) Weather conditions. However, this exclusion applies only if weather conditions contribute in any way with a cause or event otherwise excluded to produce the loss.
(2) Acts or decisions, including the failure to act or decide, of any person, group, organization, or governmental body.
(3) Faulty, inadequate, or defective:
(a) Planning, zoning, development, surveying, siting;
(b) Design, specifications, workmanship, repair, construction, renovation, remodeling, grading, compaction;
(c) Materials used in repair, construction, renovation, or remodeling; or
(d) Maintenance; of part o...
Real Property and Tangible Personal Property. The real property where the Business operates (the "Premises") will be leased by Seller to Buyer pursuant to the lease attached hereto as Exhibit A (the "Real Property Lease") and the tangible personal property (other than the inventories sold to Buyer), such as furniture and equipment, that is used in the Business (the "Fixed Assets") will be leased by Seller to Buyer pursuant to the lease attached hereto as Exhibit B (the "Personal Property Lease").
Real Property and Tangible Personal Property. (a) Seller's Disclosure Schedule lists all of the Real Property owned in fee or leased by the Company or any of the Subsidiaries. Seller's Disclosure Schedule sets forth a true, correct and complete list, as of the date of this Agreement, of all Contracts pursuant to which the Company occupies or uses such Real Property. The Seller has made available to Buyer true, correct and complete copies of all such Contracts.
(b) The Company and the Subsidiaries has good and marketable title to, or a valid leasehold interest in, all of its material assets, free and clear of any Liens, other than Permitted Liens.
Real Property and Tangible Personal Property. The Company does not own or lease all or any portion of any real property and does not lease any personal property. The Company has good and marketable title to all of the items of tangible personal property reflected in the Balance Sheet, free and clear of any and all Encumbrances. The tangible personal property used by the Company is structurally sound, in good operating condition and repair, and adequate for the uses to which it is being put, and none of such tangible personal property is in need of maintenance or repairs except for ordinary, routine maintenance and repairs that are not material in nature or cost. The tangible personal property currently owned or leased by the Company, together with all other properties and assets of the Company, are sufficient for the continued conduct of the business of the Company after the Closing in substantially the same manner as conducted prior to the Closing and constitute all of the rights, property and assets necessary to conduct the business of the Company as currently conducted.
Real Property and Tangible Personal Property. (a) Schedule 3.09 of the Shareholder Disclosure Schedules sets forth a true and complete list of all real property parcels owned in fee by the Company or any of the Company Subsidiaries as of the date of this Agreement (excluding easements, rights-of-way, and similar authorizations) and sets forth a true and complete list of the real property leased by the Company or any of the Company Subsidiaries, together with a description of the related lease agreement, as of the date of this Agreement (collectively, the “Company Real Property”). Except as disclosed in Schedule 3.09 of the Shareholder Disclosure Schedules, the Company or the Company Subsidiary that owns or leases each of the Company Real Property and Tangible Personal Property has good and valid title to each such Company Real Property and all Tangible Personal Property that is owned and has valid leasehold interests in each such Company Real Property and all Tangible Personal Property that is leased, free and clear of all Liens other than Permitted Liens. Except as disclosed in Schedule 3.09 of the Shareholder Disclosure Schedules, the Company and the Company Subsidiaries own, lease or otherwise have rights to use all Company Real Property (excluding easements, rights-of-way and similar authorizations) and Tangible Personal Property necessary to operate the Business as presently operated by the Company and the Company Subsidiaries, in each case free and clear of all Liens other than Permitted Liens.
(b) All of the leases for Company Real Property are valid and effective against the Company or the Company Subsidiary party thereto in accordance with their respective terms, subject to the Enforceability Exceptions. Complete and accurate copies of all of such leases have been made available to Buyer.
