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 a Material Adverse Effect on the Business.
Appears in 1 contract
Real Property; Environmental Matters. (a) The Real Property, including real property and buildings located at 200 Xxxxxxxx Xxxxxx00 Xxxxx Xxxx, South WindsorWest Babylon, Connecticut 06074 New York 11704, currently occupied by the Business, constitutes Business (the “Premises”) constitute 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 Premises free and clear of all Liens other than Permitted EncumbrancesLiens. The Real Property has Premises have 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 The current use of the Real Property Premises is authorized under town planning and zoning law free from any conditions prejudicial to the carrying out of the Business; Business and no violations, notices or complaints have been received in relation to the Real Property Premises from any Governmental Body public authority or other party. On the Closing Date the Purchaser will obtain the right to use the Premises pursuant to the Lease referred to in Section 7.
(b) Except as set forth in Section 3.16(b) of the Disclosure Letteron Schedule 3.16, (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 not transported, stored and disposed of any Hazardous Materials materials upon real property owned or leased by it, such activities have been it in material compliance with contravention of 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 materials 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 except in violation of compliance with 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 (or been requested to undertake) any response or remedial actions 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 governmental entity; in each of the foregoing cases of causes (i) through (vi), except as to circumstances which could not reasonably be expected to have a Material Adverse Effect on the Business.
Appears in 1 contract
Samples: Asset Purchase Agreement (Air Industries Group, Inc.)
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 Company and its Subsidiaries do not own any 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 interests in relation to the Real Property from any Governmental Body or other partyreal 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, including the Lease (each, 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) Except as set forth in on Section 3.16(b4.16(c) of the Company Disclosure LetterSchedule, (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 material compliance with all applicable Environmental Laws; full force and effect and (ii) the Company and its Subsidiaries are not, and, to the Knowledge of the Company, to no other party thereto is in default in the extent 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 transportedreceived any notice alleging any such default). No condemnation proceeding is pending or, 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 threatened which would preclude or materially impair the use of any Hazardous Materials by or caused the Company Leased Real Property by the Company on, into or beneath the surface any applicable Subsidiary of any parcel of real property in which the Company has an ownership interest 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 leasehold interest 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 violation of compliance with all applicable Environmental Laws; (iv) to , which compliance includes the Knowledge possession by each of the Company and its Subsidiaries of all Environmental Licenses and Permits required under applicable Environmental Laws, and compliance with the terms and conditions thereof. None of the Company nor its Subsidiaries has received any notice or other communication, whether from a Governmental Authority, citizens group, any current of former employee of the Company or its Subsidiaries, or otherwise, that alleges that any of the Company or its Subsidiaries is not in compliance with any Environmental Law, and there are no circumstances that may prevent or interfere with any of the Company, the Company has not transported ’s 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 its Subsidiaries’ compliance with 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 a Material Adverse Effect on the Businessfuture.
Appears in 1 contract
Samples: Stock Purchase Agreement
Real Property; Environmental Matters. (a) The Real Property, including buildings located at 200 283 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 has a leasehold interest in the Real Property through its affiliated entity 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 a Material Adverse Effect on the BusinessLaw.
Appears in 1 contract
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(bSchedule 3.14(a), neither the Company nor any of its Subsidiaries owns or leases any real property. Schedule 3.14(a) sets forth a true and complete list of all Company Leased Real Property, identifying each Company Lease and the identity of the Disclosure Letterlessee and lessor thereunder. To the Knowledge of the Company, each Company Lease is in full force and effect. Neither the Company nor any of its Subsidiaries is in material default of any of its obligations under any Company Lease (i) and no event exists which upon the passage of time or the giving of notice would constitute a material default thereunder). Except as set forth in Schedule 3.15, to the Knowledge of the Company, the no counterparty to any Company Lease 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 default of any Hazardous Materials of its obligations under the applicable Company Lease (and no event exists which upon real property owned the passage of time or leased the giving of notice would constitute a default by it, such activities have been in material compliance with applicable Environmental Laws; counterparty thereunder).
(iiib) to To the Knowledge of the Company, there has not occurred, nor is there presently occurring, a Release are no condemnation proceedings or eminent domain proceedings or sales or other dispositions in lieu of condemnation of any Hazardous Materials kind pending or threatened with respect to any portion of the Company Leased Real Property.
(c) Neither the Company nor any of its Subsidiaries has subleased any of the Company Leased Real Property to any third party or given any third party any license or other right to occupy any portion of the Company Leased Real Property.
(d) Except as disclosed on Schedule 3.14(d):
(i) the use of the Company Leased Real Property and occupancy and operation thereof and the conduct of the Company Business are in compliance in all material respects with all Environmental, Health and Safety Requirements applicable to the Company Business as presently conducted;
(ii) the Company or one of its Subsidiaries holds and is in compliance in all material respects with all licenses required under Environmental, Health and Safety Requirements applicable to the conduct of the Company Business as presently conducted;
(iii) neither the Company nor any of its Subsidiaries has received any written notice of any action by any Governmental Authority alleging a violation of or caused Liability under any Environmental, Health and Safety Requirements arising from the conduct of the Company Business;
(iv) there has been no release of any hazardous substance at, on or under any Company Leased Real Property, and no release by the Company on, into or beneath the surface any of its Subsidiaries of any parcel of hazardous substance at, on or under any real property in which previously owned, leased or operated by the Company has an ownership interest or any leasehold interest of its Subsidiaries, that is in violation of applicable Environmental Laws; (iv) or is reasonably likely to lead to any Liability on the Knowledge part of the CompanyCompany or any of its Subsidiaries under any Environmental, Health and Safety Requirement; and
(v) neither the Company nor any of its Subsidiaries has not transported or disposed of, or allowed to or arranged for the treatment, storage, or disposal of any third parties hazardous substances at any off-site location in connection with the Company Business that has resulted or is reasonably likely to transport or dispose of, result in any materials to or at a site which, pursuant to CERCLA, has been placed Liability on the National Priorities List; (v) part of 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 any of its Subsidiaries under RCRA; applicable Environmental, Health 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 a Material Adverse Effect on the BusinessSafety Requirements.
Appears in 1 contract
Samples: Purchase and Contribution Agreement (COHEN & Co INC.)
