Common use of Real Property; Leasehold Clause in Contracts

Real Property; Leasehold. Neither the Company nor any of its Subsidiaries owns or has ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not received written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 6 contracts

Samples: Agreement and Plan of Merger and Reorganization (DelMar Pharmaceuticals, Inc.), Agreement and Plan of Merger (Aquinox Pharmaceuticals, Inc), Agreement and Plan of Merger (Versartis, Inc.)

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Real Property; Leasehold. Neither the The Company does not own, nor any of its Subsidiaries owns or has ever owned owned, any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of of, or occupied or leased by by, the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed possessed, occupied or leased (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunderthereunder by the Company, or to the Knowledge of the Company, any other party thereto. The Company’s possession, occupancy, lease, use and and/or operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased propertyproperty or leasehold interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not received any written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 4 contracts

Samples: Support Agreement (Traws Pharma, Inc.), Agreement and Plan of Merger (Spyre Therapeutics, Inc.), Agreement and Plan of Merger (Aeglea BioTherapeutics, Inc.)

Real Property; Leasehold. Neither the The Company nor any of its Subsidiaries owns or does not own and has ever never owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of of, or occupied or leased by by, the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed possessed, occupied or leased (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The Company’s possession, occupancy, lease, use and and/or operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased propertyproperty or leasehold interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not received any written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Idera Pharmaceuticals, Inc.), Agreement and Plan of Merger (Aprea Therapeutics, Inc.), Agreement and Plan of Merger (Miragen Therapeutics, Inc.)

Real Property; Leasehold. Neither the Company nor any of its Subsidiaries owns or CGI does not own and has ever never owned any real propertyproperty relating to the BioPharma Business. The Company CGI has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company CGI directly or indirectly holds a valid leasehold interest relating to the BioPharma Business as well as any other real estate that is in the possession of or leased by CGI relating to the Company or any of its SubsidiariesBioPharma Business, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”)possessed, each of which is in full force and effect, with no existing material default thereunder. The CompanyCGI’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company CGI has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances (other than Permitted Encumbrances). The Company CGI has not received written notice from its landlords or any Governmental Body Authority that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 2 contracts

Samples: Secured Creditor Asset Purchase Agreement (Interpace Diagnostics Group, Inc.), Secured Creditor Asset Purchase Agreement (Cancer Genetics, Inc)

Real Property; Leasehold. Neither the The Company does not own nor any of its Subsidiaries owns or has it ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its SubsidiariesCompany, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effecteffect (assuming the due execution by and enforceability against the counterparty thereto), with no existing material default thereunder, and all required payments due as of the date hereof under such leases have been paid. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted EncumbrancesEncumbrances or Encumbrances granted or permitted to exist by the landlord or owner of such leased property under the agreements governing the lease of such leased property. The Company has not received written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Orgenesis Inc.)

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Real Property; Leasehold. Neither the Company Parent nor any of its Subsidiaries owns own or has ever have owned any real property. The Company Parent has made available to Parent the Company (a) an accurate and complete list of all real properties with respect to which the Company Parent directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company Parent or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed (the “Company Parent Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunder. The CompanyParent’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company Parent has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances. The Company Parent has not received written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aquinox Pharmaceuticals, Inc)

Real Property; Leasehold. Neither the The Company nor any of its Subsidiaries owns or does not own, and has ever owned never owned, any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of of, or occupied or leased by by, the Company or any of its Subsidiaries, and (b) copies of all leases under which any such real property is possessed possessed, occupied or leased (the “Company Real Estate Leases”), each of which is in full force and effect, with no existing material default thereunderthereunder by the Company, or to the Knowledge of the Company, any other party thereto. The Company’s possession, occupancy, lease, use and and/or operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and leasehold interest and has not granted any occupancy rights to tenants or licensees with respect to such leased propertyproperty or leasehold interest. In addition, each such leased property and leasehold interest is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not received any written notice from its landlords or any Governmental Body that: (i) relates to material violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any material defect or deficiency with respect to any of such properties; or (iii) requests the performance of any material repairs, alterations or other work to such properties.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Selecta Biosciences Inc)

Real Property; Leasehold. Neither the The Company does not own nor any of its Subsidiaries owns or has it ever owned any real property. The Company has made available to Parent (a) an accurate and complete list of all real properties with respect to which the Company directly or indirectly holds a valid leasehold interest as well as any other real estate that is in the possession of or leased by the Company or any of its SubsidiariesCompany, and (b) copies of all leases under which any such real property is possessed (the “Company Real Estate Leases”), each of which is in full force and effecteffect (assuming the due execution by the counterparty thereto), with no existing material default thereunder. The Company’s use and operation of each such leased property conforms to all applicable Laws in all material respects, and the Company has exclusive possession of each such leased property and has not granted any occupancy rights to tenants or licensees with respect to such leased property. In addition, each such leased property is free and clear of all Encumbrances other than Permitted Encumbrances. The Company has not received written notice from its landlords or any Governmental Body that: (i) relates to violations of building, zoning, safety or fire ordinances or regulations; (ii) claims any defect or deficiency with respect to any of such properties; or (iii) requests the performance of any repairs, alterations or other work to such properties.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.)

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