Real Property; Leaseholds. (a) Section 4.7(a)(i) of the Disclosure Letter sets forth a true and complete list of the real property currently owned by any Acquired Company and sets forth the Acquired Company owning such properties (collectively, the “Owned Real Properties”). Section 4.7(a)(ii) of the Disclosure Letter sets forth a true and complete list of the real property currently ground leased by any Acquired Company from an unaffiliated third party (collectively, the “Ground Leased Properties” and, together with the Owned Real Properties, the “Properties”), and sets forth the Acquired Company holding such leasehold interest, with the name of the lessor and the date of the lease, any subleases and assignments, any guarantees given and each amendment to any of the foregoing (collectively, the “Ground Leases”). None of the Properties is (i) subject to any decree or order of any Governmental Body to be sold nor being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefore or (ii) subject to any pending or, to the knowledge of the Company Parties, threatened rezoning proceedings, which would reasonably be expected to have a Material Adverse Effect on the Acquired Companies. No Acquired Company has received notice of any violation in any material respect of any covenants, conditions or restrictions affecting any Properties.
(b) Except as set forth in Section 4.7(b) of the Disclosure Letter, and except as would not have a Material Adverse Effect on the Acquired Companies, all Title Policies and surveys for the Properties have been provided or made available to Parent prior to the date hereof. No Acquired Company has received any written notice and is not otherwise aware that valid policies of title insurance or title commitments for which premiums have been paid (collectively, the “Title Policies”) insuring the Acquired Companies’ fee simple or leasehold title to the Properties owned or ground leased by any Acquired Company are not in full force and effect.
(c) Except as set forth in Section 4.7(c) of the Disclosure Letter, and except as would not have a Material Adverse Effect on the Acquired Companies, each real property lease or sublease (other than the Ground Leases) to which any Acquired Company is a party or subject, as either a tenant, landlord, lessee, lessor, sublandlord or subtenant, has been provided or made available to Parent prior to the date hereof (collectively, the “Space Leases”).
(d) Except as would not hav...
Real Property; Leaseholds. SCWorx does not currently own and has never owned any real property or any interest in real property, except for the leaseholds created under the real property leases (including any amendments thereto) identified in Section 2.8 of the SCWorx Disclosure Schedule (the “SCWorx Leases”), which are each in full force and effect.
Real Property; Leaseholds. Neither AMMA nor any AMMA Subsidiary currently owns or has ever owned any real property or any interest in real property, except for the leaseholds created under the real property leases (including any amendments thereto) identified in Section 3.8 of the AMMA Disclosure Schedule (the “AMMA Leases”), which are each in full force and effective, with no existing material default thereunder except as disclosed in Section 3.8 of the AMMA Disclosure Schedule.
Real Property; Leaseholds. (a) The Company does not own any interest in any real property other than the real property constituting the Premises. No portion of the real property constituting the Premises is subject to any pending condemnation proceeding by any public or quasi-public authority and, to the Knowledge of the Company, there is no threatened condemnation proceeding with respect thereto, except as set forth on Schedule 6.13. The Company has not received written notice of any outstanding violation of any Regulation respecting any portion of the Premises. The real property constituting the Premises is supplied with utilities and other services necessary for the operation of the facilities located thereon as presently conducted, and all of such services are adequate to conduct that portion of the Business as is presently conducted at such facility. The Company has not sublet, underlet or assigned any portion of the Premises and no third party is in possession of any portion of the Premises other than the Company. The zoning of the real property constituting the Premises permits the presently existing improvements and the Business presently being conducted thereon as a conforming use.
(b) Schedule 1.1(c) includes a list of all Leaseholds. The Company is the holder of each Leasehold and each Leasehold is in full force and effect and constitutes a valid and binding obligation of the Company and, to the Knowledge of the Company, all other parties thereto and is enforceable in accordance with its terms. The Company has the sole right to use or occupy the realty subject of each Leasehold and, upon consummation of the transactions contemplated hereby, each Leasehold will continue in full force and effect and constitute a valid and binding obligation on the part of the Company and all other parties thereto enforceable in accordance with its terms. The Company has not received any notice of any default related to a Leasehold and, to the Knowledge of the Company, no party currently has the right to cancel or terminate a Leasehold.
Real Property; Leaseholds. Neither Company nor any Company Subsidiary currently owns or has ever owned any real property or any interest in real property, except for the leaseholds created under the real property leases (including any amendments thereto) identified in Section 2.8 of the Company Disclosure Schedule (the “Company Leases”), which are each in full force and effective, with no existing material default thereunder.
Real Property; Leaseholds. 20 5.22. Accounts Receivables...........................................20 5.23. Inventory......................................................20 5.24. Insurance......................................................21 5.25.
Real Property; Leaseholds. Neither CombiMatrix nor any CombiMatrix Subsidiary owns any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Section 2.7 of the CombiMatrix Disclosure Schedule which are in full force and effect and with no existing default thereunder.
Real Property; Leaseholds. Emerald has no leasehold properties or equipment and Emerald does not own any real property.
Real Property; Leaseholds. Neither Romeo nor any Romeo Subsidiary owns any real property or any interest in real property, except for the leaseholds created under the real property leases identified in Section 3.8 of the Romeo Disclosure Schedule which are in full force and effect and with no existing default thereunder.
Real Property; Leaseholds. (a) Section 3.9(a) of the Company Disclosure Schedule sets forth a complete and accurate description of all real property leased by the Company or any Company Subsidiary (the “Real Property”), together with a description of the leases pursuant to which each of the Company and/or the Company Subsidiaries holds such interests (such leases, together with all amendment, waivers and guaranties thereto, the “Leases”). The Company has delivered to Buyer a true and complete copy of each Lease. Each of the Company and/or its Company Subsidiaries, as applicable, have or will have as of immediately prior to the Closing good and valid leasehold interest in each Real Property pursuant to the applicable Lease, free and clear of all Encumbrances, except for the Permitted Encumbrances.
(b) Each Lease is (i) valid, in full force and effect, and constitutes a valid and legally binding obligation of such Company or Company Subsidiary, as applicable, and, to the Knowledge of the Company, of each other party thereto, and (ii) enforceable against such Company or Company Subsidiary, as applicable, and, to the Knowledge of the Company, each other party thereto, in accordance with its terms. Neither the Company nor any Company Subsidiary nor, to the Knowledge of the Company, any other party to any Lease is in breach or default thereunder, nor does any condition or circumstance exist which, with notice and/or passage of time, would constitute a default by the Company or any of the Company Subsidiaries or, to the Knowledge of the Company, any other party, under such Lease. The Company and each Company Subsidiary are in compliance in all material respects with the Leases. To the Knowledge of the Company, the Company’s and any Company Subsidiary’s possession of such Real Property has not been disturbed, no claim has been asserted against the Company adverse in any material respect to such leasehold interest, and the current use and occupancy of the Real Property do not violate in any material respect any applicable covenant, condition, restriction or similar provision in any instrument of record. The Real Property is in good condition, ordinary wear and tear excepted, and has been maintained in good repair in a manner consistent with standards generally followed with respect to similar properties, and satisfactorily serves the purpose for which it is used in the business of the Company.
(c) Neither the Company nor any Company Subsidiary owns or holds any real property or any i...
