Real Property; Environmental Matters. To the actual knowledge of Homestead and each Borrower, except as disclosed in the environmental audits prepared for Homestead and/or any such Borrower and delivered to Atlantic, no hazardous substances or solid waste are located at or on or have been disposed of or otherwise released on or to any of the Properties in violation of any Environmental Laws.
Real Property; Environmental Matters. (a) Schedule 2.11 sets forth the addresses and uses of all real property that the Company owns or leases or subleases, and any lien (exclusive of any statutory landlord's lien) or encumbrance for which the Company is liable and which the Company has secured with any such owned real property or leasehold interest, specifying in the case of each such lease or sublease, the name of the lessor or sublessor, as the case may be, the lease term and the obligations of the lessee thereunder (or in lieu thereof, attaching a copy of such lease or sublease). There are no defaults by the Company, or to the actual knowledge of the Company and the Principal Shareholders (without investigation by the Company or the Principal Shareholders), by any other party thereto, which might curtail in any material respect the present use by the Company of the property listed on Schedule 2.11. The performance by the Company of this Agreement and the Related Agreements will not result in the termination of, or in any increase of any amounts payable under, any lease listed on Schedule 2.11.
(b) All real property, owned or leased by the Company comply with all applicable laws, rules, regulations, order, ordinances, judgments and decrees of any governmental authorities with respect to all environmental statutes, rules and regulations. The Company has not received notice of, nor does the Company or any Principal Shareholder have knowledge of, any past or present events, conditions, circumstances, activities, practices, incidents, actions or plans of the Company which may cause noncompliance with, or which may give rise to any liability for any claim, action, suit, proceeding, hearing, or investigation, based on or related to the disposal, storage, handling, manufacture, processing, distribution, use, treatment or transport, or the emission, discharge, release or threatened release into the environment, of any Substance (as defined herein). As used in this Section 2.11, the term "Substance" or "Substances" shall mean any pollutant, hazardous substance, hazardous material, hazardous waste or toxic waste, as defined in any presently enacted federal, state or local statute or any regulation that has been promulgated pursuant thereto. No part of any of the real property owned or leased by the Company has been listed or proposed for listing on the National Priorities List established by the United States Environmental Protection Agency, or any other such list by any federal, state or local autho...
Real Property; Environmental Matters. (a) The Company and its Subsidiaries do not own nor have they ever owned any real property or interests in real property.
(b) Section 4.16(b) of the Company Disclosure Schedule sets forth a list of all leases, subleases, licenses or other agreements, including all amendments, supplements, modifications and extensions to which the Company or any of its Subsidiaries is a party or by which it is bound (each, together with the 2705 Lease and the LA Lease, a “Company Lease”), for the use or occupancy of real property by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), together with the property address of the Company Leased Real Property related thereto.
(c) (i) Each Company Lease is a valid and binding obligation of the Company or one of its Subsidiaries and, to the Knowledge of the Company, each other party or parties thereto, in accordance with its terms and, unless terminated by the other parties thereto or expired in accordance with the terms of such Company Lease following the date hereof, is in full force and effect, subject to the Enforceability Exceptions and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, no other party thereto is in default in the performance, observance or fulfillment of any obligation, covenant or condition contained in each Company Lease (and neither the Company nor any of its Subsidiaries has received any notice alleging any such default), nor has there been any event occurrence, condition or act that with notice, lapse of time, or the happening of any other event or condition, that would constitute a default under a Company Lease. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened which would preclude or materially impair the use of the Company Leased Real Property by the Company or any applicable Subsidiary of the Company for the purposes for which it is used as of the date hereof, and the Company and its Subsidiaries enjoy quiet possession of the Company Leased Real Property, free and clear of all Encumbrances, other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries subleases or sublicenses any portion of the Company Leased Real Property to any Person other than the Company or any of its Subsidiaries.
(d) The Company has made available to the Purchaser prior to the date hereof copies of each Company Lease.
(e) Each of the Company and its Subsidiaries is and has been in compliance with all...
Real Property; Environmental Matters. (a) Except as set forth on Section 2.8(a) of the Disclosure Schedule, neither the Company nor any Company Subsidiary owns in fee, leases as lessee or tenant, or holds any other interest in real property.
(i) Section 2.8(a)(i) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is owned by the Company or any Company Subsidiary (the “Owned Real Property”), and as to each parcel of Owned Real Property sets forth in tabular format the following information, all of which is complete and accurate: the owner; the street address; the municipality, county and state; the tax parcel number and any other parcel identification number; the recording date and location (book and page or instrument number) of each recorded plat; the recording date and location of the vesting deed; the recording date and location of each mortgage or deed of trust; and the issuer, policy number and insured amount of all title insurance policies insuring the owner or any mortgagee of the owner; and the preparer and last revision date of all surveys. Except as set forth in Section 2.8(a)(i) of the Disclosure Schedule, there are no outstanding options, purchase rights or rights of first refusal to purchase or lease any parcel of Owned Real Property, or any portion thereof or interest therein, to which the Company or any Company Subsidiary is a party. The Company or a Company Subsidiary has good and marketable fee simple title to each of parcel the Owned Real Property, free and clear of all Liens and adverse Judgments other than Permitted Liens.
(ii) Section 2.8(a)(ii) of the Disclosure Schedule sets forth a complete and accurate list of all real property that is leased by the Company or any Company Subsidiary lessee or tenant (the “Leased Real Property”), and as to each parcel of Leased Real Property sets forth in tabular format the following information, all of which to the Company’s Knowledge is complete and accurate: the fee owner (to the Company’s Knowledge) and the lessor; the lessee; the street address; the municipality, county and state; the title, date and parties to the lease and all amendments thereto creating the leasehold in the lessee (the “Real Property Lease”); the recording date and location of each mortgage or deed of trust encumbering the leasehold; the issuer, policy number and insured amount of all title insurance policies insuring the lessee or any mortgagee of the lessee, if any; and the preparer and last revision date of all survey...
Real Property; Environmental Matters. (a) The Real Property, including buildings located at 200 Xxxxxxxx Xxxxxx, South Windsor, Connecticut 06074 currently occupied by the Business, constitutes all of the real property necessary for the operation of the Business. The Company is the lawful owner of the Real Property and enjoys peaceful and undisturbed possession of the Real Property free and clear of all Liens other than Permitted Encumbrances. The Real Property has no defects which could materially impair the day to day use thereof for the conduct of the Business as currently conducted. To the Company’s Knowledge, the current use of the Real Property is authorized under town planning and zoning law free from any conditions prejudicial to the carrying out of the Business; and no violations, notices or complaints have been received in relation to the Real Property from any Governmental Body or other party.
(b) Except as set forth in Section 3.16(b) of the Disclosure Letter, (i) to the Knowledge of the Company, the Company is in material compliance with all applicable Environmental Laws; (ii) to the Knowledge of the Company, to the extent the Company has transported, stored and disposed of any Hazardous Materials upon real property owned or leased by it, such activities have been in material compliance with applicable Environmental Laws; (iii) to the Knowledge of the Company, there has not occurred, nor is there presently occurring, a Release of any Hazardous Materials by or caused by the Company on, into or beneath the surface of any parcel of real property in which the Company has an ownership interest or any leasehold interest in violation of applicable Environmental Laws; (iv) to the Knowledge of the Company, the Company has not transported or disposed of, or allowed or arranged for any third parties to transport or dispose of, any materials to or at a site which, pursuant to CERCLA, has been placed on the National Priorities List; (v) the Company has not received written notice that the Company is a potentially responsible party for a federal or state environmental cleanup site or for corrective action under RCRA; and (vi) the Company has not undertaken at the request of any federal, state or local Governmental Body (or been requested in writing by any federal, state or local Governmental Body to undertake) any response actions pursuant to any Environmental Law in each of the foregoing cases of causes (i) through (vi), except as to circumstances which could not reasonably be expected to have...
Real Property; Environmental Matters. Section 4.15 of the Company Disclosure Letter sets forth a true and complete list, as of the date hereof, of each Company Lease. Except as would not constitute a Material Adverse Effect, (a) the Company or one of its Subsidiaries has a good and valid leasehold interest in each Company Lease, free and clear of all Liens (other than Permitted Liens), and (b) none of the Company or any of its Subsidiaries has received written notice of any default under any Company Lease. Except for the Company Leases set forth in Section 4.15 of the Company Disclosure Letter and the Investment Assets held in the ordinary course of business, neither the Company nor any of its Subsidiaries owns or holds any interest in any real property.
Real Property; Environmental Matters. (a) Schedule 2.14(a) identifies, as of the date hereof: (i) all real properties (by name and location) owned by Pilus (the “Owned Property”), (ii) all material leases, subleases and occupancy Contracts for real properties and interests in real properties leased, subleased, occupied or operated by Pilus as lessee, sublessee or occupant (the “Leased Property”). The Owned Property and the Leased Property are referred to herein collectively as the “Real Property”. Schedule 2.14(a) also identified all leases, subleases and occupancy Contracts for Real Property to which Pilus is a party or pursuant to which it occupies Real Property (the “Real Property Leases”).
(b) Pilus has good and valid title to the Owned Property, and a valid leasehold interest in, subleasehold interest in, or other occupancy right with respect to, the Leased Property, sufficient to allow Pilus to conduct its business as and where currently conducted. All of the buildings, fixtures and other improvements located on the Real Property are adequate and suitable in all material respects for the purpose of conducting the business of Pilus as presently conducted and as contemplated to be conducted. There are no pending, or to the Knowledge of Pilus, threatened condemnation, eminent domain or similar proceedings affecting any of the Real Property.
(c) Except as set forth in Schedule 2.14(c), the operation of Pilus’s business is in compliance and has been since January 1, 2007 in compliance with all applicable Environmental Laws and orders or directives of any Governmental Entity having jurisdiction under such Environmental Laws, including any Environmental Laws or orders or directives with respect to any cleanup or remediation of any release or threat of release of Hazardous Substances, and no actions are presently required to comply with any such applicable Environmental Laws. There is no Proceeding pending or, to the Knowledge of Pilus, threatened asserting any liability under any Environmental Law against Pilus. Pilus has not received any citation, directive, letter or other communication or notice of any Proceeding arising out of or relating to any Environmental Laws, from any Person arising out of the ownership of its properties or the conduct of its operations, and Pilus does not have Knowledge of any basis therefor. Pilus is not a party to or otherwise subject to any judicial or administrative judgment, decree, order, consent order, settlement stipulation or Contract relating to any violati...
Real Property; Environmental Matters. (a) Except as set forth on Schedule 4.11(a), the Company does not own or lease, and, during the period of Seller’s ownership of the Company, the Company has not owned or leased any real property.
(b) Except as set forth on Schedule 4.11(b):
(i) The Company has complied in all material respects with all applicable Environmental Laws while under the ownership of Seller and has complied in all material respects with all applicable Environmental Laws prior to its ownership by Seller.
(ii) Other than Liabilities arising from insurance policies issued by the Company, (a) the Company has not assumed, undertaken, provided an indemnity with respect to, or otherwise become subject to, material liability of any other Person relating to Environmental Laws, and (b) the Company has no Liabilities or obligations arising from the use, handling, treatment, storage, disposal, transportation, or presence of any Materials of Environmental Concern, or release of any Materials of Environmental Concern into the environment.
(iii) There have been no releases of any Materials of Environmental Concern into the environment at or from any parcel of real property or any facility formerly owned, operated or controlled by the Company, or any other owner, operator or lessee of such property or facility. Neither the Company nor any non- surviving constituent to a merger with the Company has undertaken any action with respect to any Material of Environmental Concern pursuant to a request from, or in cooperation with, any Governmental Authority.
Real Property; Environmental Matters. GRLC does not own or have title to any real property. GRLC holds all Environmental Permits necessary for the conduct of the GRLC Business currently being conducted and the ownership of their assets and properties. GRLC has operated, and is presently operating, in compliance with all applicable Environmental Laws and Environmental Permits. To the knowledge of GRLC and its Subsidiary, there are no existing or pending Environmental Laws with a future compliance date that will require operational changes or capital expenditures with respect to any real property (or any other property presently or formerly owned, operated or controlled by any Entity comprising GRLC or as to which any such Entity may bear responsibility or Liability), or any of the Improvements thereon ("GRLC Real Property"). To GRLC's and Subsidiary's knowledge, except as set forth in Schedule 5.12, all Hazardous Materials and Solid Waste on, in, or under the GRLC Real Property or real property operated by any Entity comprising GRLC, wherever located, have been properly removed and disposed of, and no past or present disposal, discharge, spill or other release of, or treatment, transportation or other handling of Hazardous Materials or Solid Waste on, in, under or off-site from any GRLC Real Property, or, to the knowledge of GRLC and Subsidiary, adjacent property, will subject GRLC or any subsequent owner, occupant or operator of such GRLC Real Property to corrective or compliance action or any other Liability. There are no presently pending, or to GRLC's and Subsidiary's knowledge, threatened Actions or Orders against or involving GRLC (including any Person for whose acts or omissions GRLC is responsible) relating to any alleged, past or ongoing violation of Environmental Laws. To GRLC's knowledge, no underground storage tanks are currently located on any GRLC Real Property.
Real Property; Environmental Matters. (a) The Transferred Companies do not own or lease any real property.
(b) Except as would not be reasonably likely to have a Material Adverse Effect, the Transferred Companies: (i) are not in violation of any applicable Environmental Laws; (ii) have not generated, stored, used, emitted, discharged, released or disposed of any Hazardous Substances, except as permitted under applicable Environmental Laws; and (iii) have not installed any asbestos-containing materials, polychlorinated biphenyls or underground storage tanks at, on or under the facilities of the Transferred Companies, except in compliance with applicable Environmental Laws.
