Real Property Generally. (a) The improvements and fixtures situated on the Real Property are in good condition and repair, having regard to their use and age, normal wear and tear excepted.
(b) Each of the Companies has such rights of entry and exit to and from the Real Property as are reasonably necessary to carry on its business upon the Real Property as it is currently carried on.
(c) No written Notice has been received by any of the Companies alleging that any Person has any right to purchase any of the Real Property, and no Person other than the Companies is using or has any right to use, as tenant, or is in possession or occupancy of, any part of such Real Property.
(d) Except for the Permitted Encumbrances, none of the Companies has granted any option, right of first refusal or other contractual rights with respect to the acquisition of any of the Real Property.
(e) Except for the Permitted Encumbrances, none of the Companies has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Companies in and to the Real Property.
(f) No part of the Real Property is subject to any building or use restriction that restricts or would restrict in any material respect or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Companies.
(g) All accounts for work and services performed or materials placed or furnished upon or in respect of the construction and completion of any of the buildings, improvements or other structures constructed on the Real Property have been fully paid and no one is entitled to claim a lien under the Construction Lien Act (Ontario) or other similar legislation in other provinces for such work performed by or on behalf of the Companies.
(h) There are no matters affecting the right, title and interest of any of the Companies in and to the Real Property which, in the aggregate, would materially and adversely affect the ability of any of the Companies after the Closing Date, to carry its business upon the Real Property as it has been carried on in the ordinary course in the past.
Real Property Generally. 5.19.1 The Company does not own or have any interest in, nor is the Company a party to or bound by or subject to any option or other Contract respecting, any real or immoveable property other than the Owned Real Property and the Leased Property.
5.19.2 Except as disclosed in Section 5.19 of the Disclosure Schedule, all of the plant, buildings, structures, erections, improvements, appurtenances and fixtures (in this Section 5.19, “buildings and structures”) situated on or forming part of the Owned Real Property or the Leased Property are in good operating condition and in a state of good maintenance and repair, are adequate and suitable for the purposes for which they are currently being used and the Company has adequate rights of ingress and egress to and from all of the buildings and structures for the operation of the Business in the Ordinary Course of Business.
5.19.3 Except as disclosed in Section 5.19 of the Disclosure Schedule, none of the buildings and structures situated on or forming part of the Owned Real Property or, to the Knowledge of the Company, the Leased Property, or the operation or maintenance thereof, violates any restrictive covenant or any Applicable Laws or encroaches on any real property owned by others.
5.19.4 Except as disclosed in Section 5.19 of the Disclosure Schedule, the Owned Real Property and, to the Knowledge of the Company, the Leased Property, and the current uses thereof by the Company comply in all respects with Applicable Laws. The Owned Real Property and, to the Knowledge of the Company, Leased Property are in good standing under Applicable Laws and all filings with Governmental Authorities in respect thereof have been filed, all material work required to be performed and filed in respect thereof has been performed and filed, all Taxes, rentals, fees, expenditures and other payments in respect thereof have been paid or incurred and all filings in respect thereof have been made.
5.19.5 Except as disclosed in Section 5.19 of the Disclosure Schedule, no alterations, repairs, improvements or other work have been ordered, directed or requested in writing under any Applicable Laws by any Person with respect to the Owned Real Property or, to the Knowledge of the Company, the Leased Property or the buildings and structures or with respect to any of the plumbing, heating, elevating, water, drainage or electrical systems, fixtures or works, which alteration, repair, improvement or other work has not been completed.
5.19.6 All ...
Real Property Generally. The Corporation or the Subsidiaries, as applicable, hold all rights necessary for the continued possession, enjoyment and use of the Real Property for their present purpose without any restriction.
Real Property Generally. The Owned Property and the Leased Property constitute all of the real property used in the Business as currently conducted, and except as disclosed on Schedule 3.15(a)(3), no Improvement or portion thereof is dependent for its access, operation or utility on any land, building or other improvement not included in the Owned Property or Leased Property. No Transferred Company is a party to or otherwise bound by any leasing commission or brokerage agreements with respect to any Owned Property or Assumed Leases for which any Transferred Company or Buyer or any of their Affiliates will have any liability. All construction or other work performed on the Improvements has been or will be paid for in the ordinary course of business; provided, with respect to Improvements located on Leased Property, this clause shall only apply to construction or other work that the lessee is required to pay for under the applicable lease.
Real Property Generally. All of the plant, buildings, structures, erections, improvements, appurtenances and fixtures (in this Section 3.1.25, "buildings and structures") situated on or forming part of Leased Property, if any, are, to the knowledge of the Company, in good operating condition and in a state of good maintenance and repair, are adequate and suitable for the purposes for which they are currently being used and the Company has adequate rights of ingress and egress to and from all of the buildings and structures for the operation of the Business in the ordinary course.
Real Property Generally. (a) Seller has good and marketable title in fee simple to its Real Property, subject to the Permitted Liens referred to in Section 4.19 hereof except that Seller will not acquire such title to its Land Contract Property until the acquisition thereof. The Real Property constitutes all the real property which Seller owns.
(b) Except as set forth on Schedule 4.15 hereto, with respect to any agreements, arrangements, contracts, covenants, conditions, deeds, deeds of trust, rights-of-way, easements, mortgages, restrictions, surveys, title insurance policies, and other documents granting to Seller 24 title to or an interest in or otherwise affecting its Real Property, no breach or event of default exists, and no condition or event has occurred that with the giving of notice, the lapse of time, or both would constitute a breach or event of default, by Seller or, to the Knowledge of the Seller and the Shareholders, any other person.
(c) No condemnation, eminent domain, or similar proceeding exists, is pending or, to Seller's and Shareholders' Knowledge, is threatened with respect to, or that could affect, the Real Property.
(d) The buildings and improvements on the developed Real Property and the subdivision and improvements of the undeveloped Real Property do not violate, in any material respect, (i) any applicable law, including any building, set-back, or zoning law, ordinance, regulation, or statute, or other governmental restriction in the nature thereof, or (ii) any restrictive covenant affecting any such property.
(e) There are no parties in possession of any portion of the Real Property as lessees, tenants at sufferance, or to the Knowledge of Seller or Shareholders, trespassers.
(f) Except as set forth on Schedule 4.15, there are no unpaid charges, debts, liabilities, claims, or obligations arising from the construction, occupancy, ownership, use, or operation of the Real Property (other than those being assumed by the Buyer pursuant to Section 2.3 hereof). No such Real Property is subject to any condition or obligation to any governmental entity or other person requiring the owner or any transferee thereof to donate land, money or other property or to make off-site public improvements.
(g) Except as set forth on Schedule 4.15, no developer-related charges or assessments for public improvements or otherwise made against the developed Real Property or any lots included therein are unpaid, including without limitation those for construction of sewer lines, w...
Real Property Generally. (a) True and complete copies of: (i) any reports or findings relating to building inspections, roof conditions, structural elements, services or other physical condition of the Improvements and Real Property; (ii) reports or summaries relating to capital expenditure budgets or programs; (iii) material evidencing Encumbrances and Appurtenances; and (iv) materials relating to work orders, notices of violation or deficiency notices affecting the Real Property, in each case, within the possession or control of the Vendor, have been delivered to the Purchaser.
(b) The Improvements are in good condition, repair and proper working order, having regard to their use and age and such assets have been properly and regularly maintained.
(c) To the knowledge of the Vendor, no Person has any right to purchase, option to purchase, right of first refusal or other rights with respect to any of the Real Property and no Person other than the Vendor is using or has any right to use, or is in possession or occupancy of, any part of such Real Property.
(d) The Vendor has not entered into any agreement to dispose of or impair the right, title and interest of the Vendor in and to the Real Property.
(e) The Vendor has not received any notification of and has no knowledge of, any outstanding or incomplete work orders, deficiency notices or other current non-compliance with Laws, any deeds of covenant or any management agreements relating to any of the Real Property.
(f) To the knowledge of the Vendor, the current uses of the Real Property are permitted under any government grant or occupation permit and current zoning and land use regulations and Laws.
(g) To the knowledge of the Vendor, no part of the Real Property is subject to any building or use restriction that restricts or would restrict or prevent the use and operation of the Real Property as it has been used or operated in the ordinary course in the past by the Vendor.
(h) To the knowledge of the Vendor, no Improvements encroach on real property not forming part of the Real Property and no buildings, structures or other improvements on adjoining lands encroach upon the Real Property.
(i) To the knowledge of the Vendor, there is no expropriation or condemnation or similar proceeding pending or threatened against the Real Property or any part of the Real Property.
(j) To the knowledge of the Vendor, all accounts for work and services performed or materials placed or furnished upon or in respect of the construction and complet...
Real Property Generally. (a) No Person other than the Company or a Subsidiary is using or has any right to use, as tenant, or is in possession or occupancy of, any part of the Material Real Property.
(b) None of the Company or any of the Subsidiaries has entered into any agreement to sell, transfer, encumber, or otherwise dispose of or impair the right, title and interest of the Company or any of the Subsidiaries in and to the Material Real Property.
(c) To the knowledge of the Vendor, the current uses of the Material Real Property are permitted in all material respects under current zoning and land use regulations and Laws.
(d) To the knowledge of the Vendor, no part of the Material Real Property is subject to any building or use restriction that restricts or would restrict or prevent the use and operation of the Material Real Property as it has been used or operated in the ordinary course in the past by the Company or any of the Subsidiaries in conducting the Business.
(e) The Vendor has no knowledge of any expropriation or condemnation or similar proceeding pending or threatened against the Material Real Property or any part of the Material Real Property.
Real Property Generally. (a) The Corporation does not own or have any interest in, nor is the Corporation a party to or bound by or subject to any option or other Contract respecting, any real or immoveable property other than the Leased Property.
(b) All of the plant, buildings, structures, erections, improvements, appurtenances and fixtures (in this Subsection 3.1(28), “buildings and structures”) situated on or forming part of the Leased Property are in good operating condition and in a state of good maintenance and repair, are adequate and suitable for the purposes for which they are currently being used and the Corporation has adequate rights of ingress and egress to and from all of the buildings and structures for the operation of the Business in the ordinary course.
(c) Except as disclosed in Schedule 3.1(28), none of the buildings and structures situated on or forming part of the Leased Property, or the operation or maintenance thereof, violates any restrictive covenant or any Applicable Law or encroaches on any property owned by others.
(d) The Leased Property and the current uses thereof by the Corporation comply in all respects with Applicable Laws.
(e) No alterations, repairs, improvements or other work have been ordered, directed or requested in writing under any Applicable Law by any Person with respect to the Leased Property or the buildings and structures or with respect to any of the plumbing, heating, elevating, water, drainage or electrical systems, fixtures or works, which alteration, repair, improvement or other work has not been completed.
(f) There is nothing owing by the Corporation in respect of the supply to or the use by it of water, gas, electrical power or energy, steam or hot water, or other utilities (except for current accounts the payment dates of which have not yet passed).
(g) No part of the Leased Property has been taken or expropriated by any Tribunal or other body having power of expropriation, nor has any Legal Proceeding or notice in respect of any such expropriation been commenced, given or threatened.
Real Property Generally. Neither Seller nor the Company has received any written or oral notice for assessments for public improvements against any of the Real Property which remains unpaid and, to the knowledge of Seller, no such assessment has been proposed. The Real Property is in compliance with all Laws (other than Environmental Laws, which are dealt with exclusively in Section 4.1.19 hereof) in all material respects. Neither Seller nor the Company has received any written notice or order by any Governmental Authority, any insurance company which has issued a policy with respect to any of such the Real Property or any board of fire underwriters or other body exercising similar functions which (a) relates to violations of building, safety, fire or other ordinances or regulations, (b) claims any defect or deficiency with respect to or adverse possession or prescriptive rights involving or affecting any of the Owned Real Property or (c) requests the performance of any repairs, alterations or other work to or in any of the Owned Real Property or in the streets bounding the same. There is no pending condemnation, expropriation, eminent domain or similar proceeding affecting all or any portion of any of the Owned Real Property and, to the knowledge of Seller, no such proceeding is contemplated. All of the Real Property has permanent rights of access to dedicated public highways. To the knowledge of Seller or the Company, no fact or condition exists that would prohibit or adversely affect the ordinary rights of access to and from the Real Property from and to the existing highways and roads, and there is no pending or, to the knowledge of Seller or the Company, threatened restriction or denial, governmental or otherwise, upon such ingress and egress. Except for items set forth on Schedule 4.1.12, there is not, to the knowledge of Seller or the Company, (i) any structure located on any Real Property that encroaches on or over the boundaries of neighboring or adjacent properties, (ii) any structure of any other Person that encroaches on or over the boundaries of any Real Property, or (iii) any part of the Real Property that is located in a flood plain, flood hazard area, wetland or lakeshore erosion area within the meaning of any Law. No public improvements have been commenced and, to the knowledge of Seller or the Company, none are planned that in either case may result in special assessments against or otherwise materially adversely affect any Owned Real Property or the Company’s us...
