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Common use of Real Property Leases Clause in Contracts

Real Property Leases. (i) None of the Company or any of its subsidiaries owns or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (iii) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property leased by the Company or any of its subsidiaries for the purposes for which it is currently being used.

Appears in 3 contracts

Samples: Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc), Merger Agreement (Elite Information Group Inc)

Real Property Leases. (ia) None of Neither the Company or nor any of its subsidiaries owns or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii. Section 2.25(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company leases, licenses or any of its subsidiaries. Each parcel of real property leased by similar agreements to which the Company or any of its subsidiaries is a party, that are for the use or occupancy of real estate owned by a third party (“Leases”) (copies of which have previously been furnished to Parent), in each case, setting forth: (i) is, except as may be set forth in the lease agreement for such real property, leased free lessor and clear lessee thereof and the commencement date and term of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business each of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens")Leases, and (ii) is to the knowledge street address or legal description of each property covered thereby (the “Leased Premises”). The Leases are in full force and effect in all material respects, enforceable against the other parties thereto, and have not been amended. Neither the Company neither subject to nor any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norits subsidiaries and, to the knowledge of the Company, has no other party thereto, is in default or breach under any such condemnationLease and the Company is not aware of any event that has occurred that, expropriation with the passage of time or taking been proposed. (iii) There are no contractual the giving of notice or legal restrictions that preclude both, would cause a breach of or restrict the ability to use any real property leased by default of the Company or any of its subsidiaries under any of such Leases, except to the extent such default would not have a Company Material Adverse Effect. Either the Company or its subsidiaries have valid leasehold interests in each of the Leased Premises, which leasehold interest is free and clear of any liens, covenants and easements or title defects of any nature whatsoever. (b) With respect to the Leased Premises, (i) to the knowledge of the Company there are no pending or threatened condemnation proceedings, suits or administrative actions relating to any such parcel or other matters affecting adversely the current use, occupancy or value thereof, (ii) to the knowledge of the Company, all improvements, buildings and systems on any such parcel are in good repair and safe for their current occupancy and use, (iii) neither the purposes Company nor any of its subsidiaries has subleased, licensed or otherwise granted to any party or parties the right of use or occupancy of any such parcel or any portion of any such parcel, and there are no parties (other than the Company and its subsidiaries) in possession of any such parcel or any portion of any such parcel, (iv) to the knowledge of the Company, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein, and (v) all buildings and improvements located on each such parcel are supplied with utilities and other services necessary for which it is their ownership, operation or use, currently being usedor as currently proposed by the Company, and to the knowledge of the Company, all of these services are adequate in accordance with all applicable Laws, ordinances, rules and regulations.

Appears in 2 contracts

Samples: Merger Agreement (Global Cash Access Holdings, Inc.), Merger Agreement (Cash Systems Inc)

Real Property Leases. (ia) None of Neither the Company or nor any of its subsidiaries Subsidiaries owns or has owned (within the past five (5) years) any real property. (iib) Schedule 4.01(t)(iiSection 4.12(b) of the Company Disclosure Schedule sets forth a true and complete list lists each material parcel of all real property currently leased or subleased by the Company or any Subsidiary as of its subsidiaries. Each parcel the date of real property leased this Agreement, with the name of the lessor and the date of the lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each amendment to any of its subsidiaries (i) isthe foregoing. All such current leases and subleases are in full force and effect, except as may be set forth are valid and effective in the lease agreement for accordance with their respective terms, and there is not, under any of such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitationleases, any easementexisting default or event of default (or event which, right with notice or lapse of way or other encumbrance to titletime, or any optionboth, right would constitute an event of first refusal, or right of first offer (collectively, "Liens"), other than (Adefault) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of by the Company or such any Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, noror, to the knowledge of the Company, has any by the other party to such condemnationlease or sublease, expropriation except as would not, individually or taking been proposedin the aggregate, have a Company Material Adverse Effect. (iiic) There are no written contractual or applicable legal restrictions that preclude or restrict the ability to use any real property or improvements thereon leased by the Company or any of its subsidiaries Subsidiary for the purposes for which it is currently being usedused and, to the knowledge of the Company, there are no latent defects or adverse physical conditions affecting the real property, and improvements thereon, leased by the Company or any Subsidiary, in each case other than those that would not, individually or in the aggregate, have a Company Material Adverse Effect. (d) Except as would not, individually or in the aggregate, have a Company Material Adverse Effect or disclosed in the Company 10-K or other Current Company SEC Reports filed subsequent to the date of the Company 10-K, each of the Company and the Subsidiaries has valid leasehold or subleasehold interests in, all of its respective properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of any Liens. (e) With respect to any leases, subleases or any other agreements, whether oral or written, by which the Company or any Subsidiary had the right to occupy real property or improvements thereon, that have previously been terminated, no termination fees or other compensation is due to the other party thereunder and neither the Company nor Subsidiary, as the case may be, has any remaining outstanding obligations or liabilities thereunder, except as set forth in Section 4.12(e) of the Company Disclosure Schedule.

Appears in 2 contracts

Samples: Merger Agreement (Biosante Pharmaceuticals Inc), Merger Agreement (Cell Genesys Inc)

Real Property Leases. (ia) None of Neither the Company or nor any of its subsidiaries Subsidiaries owns or has owned (within the past five (5) years) any real property. (iib) Schedule 4.01(t)(iiSection 2.18(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased leases or subleases or license agreements for the use of real property to or by the Company or its Subsidiaries, including the term of such lease, any extension and expansion options and the rent payable under it (collectively, “Leased Real Property”). The Company has delivered to the Parent true, complete and correct copies of its subsidiaries. Each parcel the leases and subleases (as amended to date) listed in Section 2.18(b) of real property leased by the Company or any Disclosure Schedule. With respect to each agreement listed in Section 2.18(b) of its subsidiaries the Company Disclosure Schedule: (i) isthe agreement is legal, valid, binding, enforceable and in full force and effect; (ii) except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (ASection 2.18(b)(ii) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practiceDisclosure Schedule, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of neither the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, its Subsidiaries nor, to the knowledge of the Company, has any other party, is in breach or violation of, or default under, any such condemnationagreement, expropriation or taking been proposed.has received any written notice of a violation or default under any provision of any such agreement, and no event has occurred, is pending or, to the knowledge of the Company, is threatened, which, after the giving of notice, with lapse of time, or otherwise, would constitute a breach or default by the Company or its Subsidiaries or, to the knowledge of Company, any other under such agreement; (iii) There neither the Company nor its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any lease, sublease or license; (iv) there are no contractual Liens (other than Permitted Liens), easements, covenants or legal other restrictions that preclude or restrict applicable to the ability to use any real property leased subject to such lease, except for recorded easements, covenants and other restrictions which do not materially impair the intended use or the occupancy by the Company or any its Subsidiaries of its subsidiaries the property subject thereto; for purposes of this Agreement, “Permitted Liens” means (i) Liens of carriers, warehousemen, mechanics, laborers, materialmen, landlords, vendors, workmen and operators arising by operation of law in the purposes ordinary course of business consistent with past practices securing amounts that are not delinquent, and (ii) Liens for which it is currently being usedTaxes not yet due and payable or not yet delinquent.

Appears in 1 contract

Samples: Merger Agreement (FORM Holdings Corp.)

Real Property Leases. (a) Section 3.18 of the Disclosure Letter lists all real property leased or subleased to the Company. The Company has delivered to the Buyer correct and complete copies of the leases and subleases (as amended to date, each a “Lease” and collectively, the “Leases”) listed in Section 3.18 of the Disclosure Letter. With respect to each Lease listed in Section 3.18 of the Disclosure Letter: (i) None of each Lease is legal, valid, binding, enforceable and in full force and effect with respect to the Company Company, to the Company’s Knowledge, such Lease or any of its subsidiaries owns or has owned (within Sublease is legal, valid, binding, enforceable and in full force and effect with respect to each other party thereto, and will continue to be so following the past five (5) years) any real property.Closing Date in accordance with the terms thereof as in effect prior to the Closing; (ii) Schedule 4.01(t)(ii) the Company is not in breach or default under any such Lease, to the Knowledge of the Company Disclosure Schedule sets forth and the Company Stockholders, no other party to the Lease is in breach or default and, no event has occurred which, with notice or lapse of time, would constitute a true and complete list breach or default or permit termination, modification, or acceleration of all real property currently leased any rent due thereunder by the Company lessor or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) issublessor, except as may be set forth in the lease agreement for such real propertyapplicable, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposed.thereunder; (iii) There there are no contractual disputes, individually or legal restrictions that preclude or restrict the ability to use any real property leased by collectively, which could have a Material Adverse Effect upon the Company if resolved in favor of the complainant against the Company and no oral agreements or forbearance programs in effect as to any Lease; and (iv) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold. (b) Except as set forth on Section 3.18(b) of its subsidiaries for the purposes for which it is currently being usedDisclosure Letter, there are no consents or approvals of any party required under any Lease in connection with the consummation of the transaction contemplated hereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pec Solutions Inc)

Real Property Leases. (i) None of the Company or any of its subsidiaries owns or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii) of the Company The Disclosure Schedule Letter sets forth a true true, correct and complete list of all real property each facility or location (including the M&M Premises) which is currently leased or subleased, or which has been agreed to be leased or subleased, as lessee or sublessee by M&M (all of the Company leases, subleases or any other Contracts pursuant to which such facilities or locations are held or are to be held being referred to herein collectively as the “Leases”). The Disclosure Letter also specifically identifies those Leases scheduled to expire within one year of its subsidiariesthe Closing Date. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except Except as may be set forth in the lease Disclosure Letter: (a) each Lease is an Enforceable agreement for of M&M and, to the Knowledge of M&M and the Shareholder, the other parties thereto; (b) M&M, to its Knowledge, has fulfilled all material obligations required to have been performed by it under each Lease to which it is a party; (c) M&M, to its Knowledge, is in not in breach of, or in default under, any Lease, and no event has occurred that, with the passage of time or giving of notice or both, would constitute such real propertya breach or default, leased free and clear result in a loss of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges rights or other claims of third parties result in the creation of any kind, including, without limitation, Lien thereunder or pursuant thereto; (d) To the Knowledge of M&M and the Shareholder: (i) there is no existing breach or default by any easement, right of way or other encumbrance party to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), Lease; and (ii) no event has occurred which with the passage of time or giving of notice or both would constitute such a breach or default by such other party, result in a loss of rights or result in the creation of any Lien thereunder or pursuant thereto; (e) M&M is not obligated to the knowledge pay any leasing or lease brokerage commission as a result of the Company neither subject to any governmental decree or order to be sold nor transactions contemplated hereby; (f) There is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nornot pending or, to the knowledge Knowledge of M&M or the Shareholder, threatened, any eminent domain taking affecting any of the Company, has any such condemnation, expropriation or taking been proposed.real properties which are the subject of the Leases; and (iiig) There are no contractual or legal restrictions that preclude or restrict the ability to use M&M has provided Buyer with true and correct copies of all Leases, including any real property leased by the Company or any of its subsidiaries for the purposes for which it is currently being usedamendments thereto.

Appears in 1 contract

Samples: Stock Purchase Agreement (Conihasset Capital Partners, Inc.)

Real Property Leases. (a) The Disclosure Schedule sets forth by address all real property that the Company or the Subsidiary own on the date hereof (collectively, the "OWNED REAL PROPERTY"), all of which will be sold, spun off, transferred, assigned, contributed, dividend or otherwise disposed of by the Company prior to or simultaneously with the Closing and will not be transferred to the Buyer pursuant to the transactions contemplated by this Agreement. Except as set forth in the Disclosure Schedule, with respect to each such Owned Real Property: (i) None The identified owner has good and marketable title to the Owned Real Property, free and clear of any Encumbrances, easement, covenant, or other restriction, subject to matters of title existing on the date hereof and except for installments of special assessments not yet delinquent, recorded easements, covenants, and other restrictions, and utility easements, building restrictions, zoning restrictions, and other easements and restrictions existing generally with respect to properties of a similar character which do not affect materially and adversely the current use, occupancy, or value, or the marketability of title, of the Company or any of its subsidiaries owns or has owned (within the past five (5) years) any real propertyproperty subject thereto. (ii) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to To the knowledge of the Company, there are no pending or threatened condemnation proceedings, lawsuits, or administrative actions relating to any Owned Real Property which are material to the Company or the Subsidiary or their respective businesses and with respect to which the Company has received any such condemnation, expropriation or taking been proposedwritten notice. (iii) There are no contractual leases, subleases, licenses, concessions, or legal restrictions that preclude other agreements granting to any party or restrict parties thereto the ability to right of use or occupancy of any portion of any Owned Real Property. (iv) To the knowledge of the Company, the Company has not received any notice of any violation of any law, ordinance, regulation, order or requirement issued by any governmental authority having jurisdiction over or effecting the Owned Real Property which would have a Material Adverse Effect. (b) The Disclosure Schedule sets forth all real property leased by under which either the Company or the Subsidiary is a tenant and which is material to their respective businesses or operations ("LEASED PROPERTY"). The Company has delivered or made available to the Buyer correct and complete copies of the leases and subleases, including all amendments thereof and modifications thereto through the date hereof (the "LEASES") for each Leased Property. With respect to each such material lease and sublease set forth in the Disclosure Schedule, except as set forth in Disclosure Schedule: (i) There are no material disputes, oral agreements, or forbearance programs in effect as to the lease or sublease. (ii) Neither the Company nor the Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust, or Encumbered any interest in the leasehold or subleasehold. (iii) All Leased Properties have received all approvals of its subsidiaries governmental authorities (including Permits) required in connection with the operation thereof. (iv) Neither the Company nor the Subsidiary is in default with respect to any material terms or conditions of the Leases other than defaults which would not, individually or in the aggregate, have a Material Adverse Effect. (v) All rents due and payable as of the Closing Date under the leases and subleases for the purposes for which it is currently being usedLeased Properties shall have been paid prior to or simultaneously with the Closing.

Appears in 1 contract

Samples: Stock Purchase Agreement (Great Dane Holdings Inc)

Real Property Leases. (ia) None Xxxxxxx does not hold any interest in real property (including, but not limited to, any interest as a fee owner or any interest as lessor, lessee, sublessor, sublessee, assignor, assignee or guarantor or other surety) except for the leasehold interests described on Schedule 2.16, and such Schedule specifies in the case of each lease the name of the Company lessor, sublessor, lessee or any of its subsidiaries owns sublessee thereunder, the lease term and the basic annual rental and other items paid or has owned (within the past five (5) years) any real propertypayable with respect thereto. (iib) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true Xxxxxxx has valid, binding and complete list of enforceable leases and subleases with respect to all real property currently leased by the Company or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, as leased or subleased by it free and clear of all mortgages, pledges, liens, security interests, conditional claims and installment sale agreements, encumbrances, charges or other claims of third parties encumbrances of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in except that the ordinary course of business enforceability of the Company or such Subsidiary consistent with past practiceleases and subleases may be limited by (i) applicable bankruptcy, (D) all matters of recordinsolvency, Liens reorganization, moratorium and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), similar laws affecting creditors' rights generally and (ii) is to equitable principles which may limit the availability of certain equitable remedies (such as specific performance). To the knowledge of Xxxxxxx or the Company neither subject to Affiliates, there is no development affecting any governmental decree such properties pending or order to be sold nor that might curtail in any material respect the present or future use of such property for the purpose for which it is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, used. Neither Xxxxxxx nor, to the knowledge of Xxxxxxx or the CompanyAffiliates, has any other party to any such condemnationlease has breached any material provision of, expropriation or taking been proposedis in default in any material respect under, the terms of such lease, nor to the knowledge of Xxxxxxx and the Affiliates does there exist any event which with notice or the lapse of time or both would constitute a material breach or cause a default in any material respect under the terms of any such lease. The transactions contemplated by this Agreement do not require the consent of any lessor under, and will not result in the termination of any such lease. (c) The copies of the leases heretofore provided by Xxxxxxx to Optio are true, correct and complete copies of such leases. The leases have not been modified or amended since the commencement of the terms specified in the respective leases, except as disclosed in the copies made available to Optio, and each lease continues to be valid, binding and enforceable in accordance with its terms, except that the enforceability of the leases may be limited by (iii) There are no contractual or legal restrictions that preclude or restrict applicable bankruptcy, insolvency, reorganization, moratorium and similar laws affecting creditors' rights generally and (iv) equitable principles which may limit the ability to use any real property leased by the Company or any availability of its subsidiaries for the purposes for which it is currently being usedcertain equitable remedies (such as specific performance).

Appears in 1 contract

Samples: Stock Purchase Agreement (Optio Software Inc)

Real Property Leases. (ia) None of Neither the Company nor any Subsidiary owns any real property or any outstanding options or rights of its subsidiaries owns or has owned (within the past five (5) years) first refusal to purchase any real property. (iib) Schedule 4.01(t)(iiThe leases set forth on Section 3.17(b) of the Company Disclosure Schedule sets forth a of Exceptions (true and complete list copies of all which have heretofore been delivered by Seller or the Company to Buyer) are the only leases or agreements under which the Company or any Subsidiary is a lessee or lessor of, or holds, manages or operates, any property, real property currently leased or personal, owned by any third party, or under which any property, real or personal, owned by the Company or any of its subsidiariesSubsidiary is held, operated or managed by a third party, except for those which could not reasonably be expected to have a Material Adverse Effect. Each parcel such lease for the Company's Rochester and Eden Prairie facilities ("Manufacturing Leases") is in full force and effect and constitutes a valid and binding obligation of, and is enforceable in accordance with its terms against, the respective parties thereto, subject to the customary limitations of real property leased by bankruptcy and insolvency laws and equitable principles. To the Knowledge of the Company, Seller, and Seagate, the Company is not in default under any Manufacturing Lease, and there has not occurred any event which (with or without the giving of notice or lapse of time, or both) would constitute such a default that could reasonably be expected to have a Material Adverse Effect. Except as disclosed on Section 3.17(b) of the Schedule of Exceptions, no consent is required of any landlord or other party to any lease to consummate the transactions contemplated hereby. Neither the operations of the Company or any of its subsidiaries (i) is, except as may be set forth in Subsidiary on the lease agreement for real property subject to a Manufacturing Lease nor such real property, leased free and clear of all mortgagesincluding the improvements thereon, pledgesviolate any applicable building code, liens, security interests, conditional and installment sale agreements, encumbrances, charges zoning requirement or other claims of third parties of any kind, including, without limitation, any easement, right of way classification or other encumbrance statute relating to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company particular property or such Subsidiary consistent with past practiceoperations, except for violation which could not reasonably be expected to have a Material Adverse Effect. (Dc) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in Except to the aggregate, extent as would not be reasonably likely to have a material adverse effect on Material Adverse Effect, the Companypremises demised under the Manufacturing Leases and the building systems, such as heating, plumbing, ventilation, air conditioning and (E) electricity, used in the terms operation of such real property are adequate in all respects for the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge current operations of the Company neither subject to any governmental decree or order to be sold nor is being condemnedand such real property and building systems are in sufficiently good working order, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to repair and operating and structural condition for the knowledge current operations of the Company, has any such condemnation, expropriation or taking been proposednormal wear and tear excepted. (iii) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property leased by the Company or any of its subsidiaries for the purposes for which it is currently being used.

Appears in 1 contract

Samples: Stock Purchase Agreement (Seagate Technology Holdings)

Real Property Leases. (a) Except as set forth on Schedule 4.16(a)(i), neither the Company nor any Subsidiary owns any real property and, except as set forth on Schedule 4.16(a)(ii), such owned real property is owned free and clear of all Liens. (b) Schedule 4.16(b)(i) contains a complete and correct list of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which the Company is a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any third Person (the “Leased Real Property”). The Company has delivered to Purchaser true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) None of the Company or any of its subsidiaries owns or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased there exists no default under such Real Property Lease by the Company or any Subsidiary nor is there any event which, with notice or the passage of its subsidiariestime or both, could ripen into a default and neither the Company nor any Subsidiary has received written notice of any such default and (ii) to the Knowledge of the Company, there exists no default by any third-party thereunder nor any event which, with notice or the passage of time or both, could ripen into a default. Each parcel Real Property Lease is a legal, valid and binding obligation of real property leased by the Company or any and/or each Subsidiary, and, to the Knowledge of the Company, each other party thereto, enforceable against each such other party thereto in accordance with its subsidiaries (i) isterms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity. The consummation of the transactions contemplated by this Agreement or any Ancillary Agreement require no Consents from any Person, except as set forth on Schedule 4.16(b)(ii) (which Consents have been obtained prior to the date hereof), and will not result in any default, penalty, right to terminate, increase in the lease agreement amounts payable under or modification to any Real Property Lease. The Company and the Subsidiaries hold good and valid leasehold estates in the Leased Real Property and such Leased Real Property constitutes all of the Real Property necessary for such real propertythe conduct of the Company’s and the Subsidiaries respective businesses. (i) There is no pending or, leased free and clear to the Knowledge of the Company, threatened condemnation (or similar proceedings) of all mortgagesor any part of the Leased Real Property, pledgesand neither the Company nor any Subsidiary has assigned or sublet or granted any rights to use and occupy or created any limitations to or on its interests under any Real Property Lease to any Person, liens(ii) to the Knowledge of the Company, security intereststhere are no zoning, conditional and installment sale agreementsbuilding code, encumbrances, charges occupancy restriction or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, land-use regulation proceedings or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction proposed change in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances thatany applicable Laws that could, individually or in the aggregate, would not result in a Material Adverse Effect, nor has the Company or any Subsidiary received any notice of any special assessment proceedings affecting any Leased Real Property, or applied for any change to the zoning or land use status of any Leased Real Property, (iii) to the Knowledge of the Company, there are no defects, structural or otherwise, with respect to any of the Leased Real Property (or any improvements located thereon), which could reasonably be reasonably likely anticipated to have a material adverse effect impact on the Company, value or utility of any such parcel of Leased Real Property and (Eiv) the terms there are no easements, Liens or other agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedLeased Real Property. (iii) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property leased by the Company or any of its subsidiaries for the purposes for which it is currently being used.

Appears in 1 contract

Samples: Stock Purchase Agreement (Bruker Biosciences Corp)

Real Property Leases. (ia) None Schedule 3.8(a) lists the address of all Owned Real Property. Immediately prior to the Closing, the Company or any of its subsidiaries owns or has owned (within will have good and marketable fee simple title to the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased Owned Real Property free and clear of all mortgagesLiens, pledgesother than Permitted Liens. Except as set forth on Schedule 3.8(a), liensneither the Company nor any of its Affiliates, security interestsis obligated under, conditional and installment sale agreementsnor is a party to, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusalrefusal or other contractual right to purchase, acquire, sell, assign or right dispose of first offer (collectively, "Liens"any of the Owned Real Property or any portion thereof or interest therein. Except as set forth on Schedule 3.8(a), neither the Company nor its Affiliates has leased or otherwise granted to any Person the right to use or occupy any of the Owned Real Property or any portion thereof. Except as set forth on Schedule 3.8(a), all buildings, structures, facilities, fixtures and other than improvements (A“Improvements”) Liens for current Taxes located on the Owned Real Property and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising used in the ordinary course of business operation of the Company or such Subsidiary consistent Business as currently conducted (i) are in reasonable condition and repair in accordance with past practice, normal and customary industry practices (D) all matters of record, Liens ordinary wear and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"tear excepted), and (ii) are available for immediate use in the operations of the Stations. (b) Schedule 3.8(b) includes a list of all leases for real property to which the Company is a party (“Real Property Leases”). Except as set forth on Schedule 3.8(b), the Company has a valid leasehold interest in the real property subject to the knowledge Real Property Leases (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”) free and clear of all Liens, other than Permitted Liens. Neither the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation thereforCompany, nor, to the knowledge Knowledge of the Company, any other party to any Real Property Lease has failed to perform its obligations in all material respects, and is not in material breach of, or default under, the provisions of any such condemnationReal Property Lease. Except as set forth on Schedule 3.8(b), expropriation the Company has not subleased, licensed or taking been proposedotherwise granted any Person the right to use or occupy any Leased Real Property. Except as set forth on Schedule 3.8(b), the Owned Real Property and Leased Real Property constitute all real property used primarily in the present conduct of the Business. (iiic) All Improvements located on the Leased Real Property (i) are in reasonable condition and repair in accordance with normal and customary industry practices (ordinary wear and tear excepted), and (ii) are available for immediate use in the operations of the Stations as currently conducted. With respect to the Leased Real Property, the Company is in peaceable possession under each such Real Property Lease. (d) All of the Real Property has access to public roads or streets, and all utilities and services necessary for the proper and lawful conduct in all material respects regarding the operation of the Stations; provided, however, access to the KVOA tower site is rugged and requires special transportation. There does not exist any actual or threatened condemnation or eminent domain proceedings, planned public improvements, annexation, special assessments, zoning or subdivision changes, or other adverse claims affecting any the Real Property, and, as of the date hereof, the Company has not received any written notice of the intention of any Governmental Entity or other Person to take or use all or any part thereof. (e) There is no pending nor, to the Knowledge of the Company, threatened condemnation, eminent domain, taking or similar proceeding or proceeding to impose any special assessment relating to any Owned Real Property or any material portion thereof or, to the Knowledge of the Company, any Leased Real Property, which, in either such case, would reasonably be expected to curtail or interfere with the use of such property for the present conduct of the Business. There is no private restrictive covenant or governmental use restriction (including zoning) on all or any portion of the Real Property which, in either such case, would reasonably be expected to curtail or interfere with the use of such property for the present conduct of the Business. All material permits required for the occupancy and operation of Real Property as presently being used by the Company been obtained and are in full force and effect in all material respects, and the Company has not received any notices of material default or material violations in connection with such items. To the Knowledge of the Company, no contractual additional approvals, permits or legal restrictions licenses will be required to be issued after the date hereof in order to permit Buyer, following the Closing, to continue to operate the Stations on the Real Property in the same manner as Company, other than any such approvals, permits or licenses that preclude or restrict are ministerial in nature and are normally issued in due course upon application therefore without further action by the ability to use any real applicant. (f) Schedule 3.8(f) describes all personal property leased or subleased by the Company with a value greater than $100,000, including machinery, equipment, furniture, vehicles, and other trade fixtures and fixed assets, and any Liens thereon, specifying the name of the lessor or sublessor, the lease term and basic annual rent. All leases of such personal property are in good standing and are valid, binding and enforceable in accordance with their respective terms, and there does not exist under any such lease any material breach by the Company or any event that with notice or lapse of its subsidiaries for the purposes for which it is currently being usedtime or both, would constitute a material default.

Appears in 1 contract

Samples: Stock Purchase Agreement (Gray Television Inc)

Real Property Leases. (a) Schedule 4.16(a) lists and describes briefly all real property ---------------- owned by any of Diagnostics and its Subsidiaries. With respect to each such parcel of owned real property and except as set forth on Schedule 4.16: ------------- (i) None the identified owner has good and marketable title to the parcel of real property, free and clear of any Encumbrance, or other restriction, except for installments of special assessments not yet delinquent and recorded Encumbrances and other restrictions which do not materially impair the current use or occupancy, or impair the value (in excess of the Company Basket Limitation) or any the marketability of its subsidiaries owns or has owned (within title, of the past five (5) years) any real property.property subject thereto; (ii) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, northere are no pending or, to the knowledge Knowledge of IVAX and Diagnostics, Threatened condemnation Actions relating to the Companyproperty or other matters affecting materially and adversely the current use, has any such condemnationoccupancy, expropriation or taking been proposed.value thereof; (iii) There the legal description for the parcel contained in the deed thereof describes such parcel fully and adequately, the buildings and improvements are located within the boundary lines of the described parcels of land, are not, to the Knowledge of IVAX and Diagnostics, in violation of applicable setback requirements, zoning Laws (and none of the properties or buildings or improvements thereon are subject to "permitted non-conforming use" or "permitted non-conforming structure" classifications), and do not encroach on any easement which may burden the land, and the land does not serve any adjoining property for any purpose inconsistent with the use of the land, and the property is not located within any flood plain or subject to any similar type restriction for which any Licenses necessary to the use thereof have not been obtained; (iv) all facilities have received all material approvals of all Agencies (including Licenses) required in connection with the ownership or operation thereof and have been operated and maintained in accordance with applicable Laws; (v) there are no contractual Contracts granting to any party or legal restrictions that preclude parties the right of use or restrict occupancy of any portion of the ability parcel of real property; (vi) there are no outstanding Commitments to use purchase the parcel of real property, or any portion thereof or interest therein; and (vii) to the Knowledge of IVAX and Diagnostics, there are no parties (other than Diagnostics and its Subsidiaries) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.16(a)(vii) who are in possession of space to -------------------- which they are entitled/ (b) Schedule 4.16(b) lists and describes briefly all real property --------------- leased by the Company or subleased to any of Diagnostics and its subsidiaries for Subsidiaries. Diagnostics has delivered to B2B correct and complete copies of the purposes for which it leases and subleases listed in Schedule 4.16(b) (each as amended to date). With respect to each lease and --------------- sublease listed in Schedule 4.16(b) and except as set forth on Schedule 4.16: --------------- ------------- (i) the lease or sublease is currently being usedEnforceable and in full force and effect; (ii) the lease or sublease will continue to be Enforceable, and in full force and effect, on identical terms following the consummation of the transactions contemplated hereby; (iii) to the Knowledge of IVAX and Diagnostics, no party to the lease or sublease is in material Breach, and no event has occurred which, with notice or lapse of time, would constitute a material Breach thereunder; (iv) to the Knowledge of IVAX and Diagnostics, no party to the lease or sublease has repudiated any provision thereof; (v) there are no disputes, oral Contracts, or forbearances in effect as to the lease or sublease; (vi) none of the Diagnostics and its Subsidiaries is a party to any Sublease; (vii) none of Diagnostics and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust, or Encumbered any interest in the leasehold or subleasehold; and (viii) all facilities leased or subleased thereunder have received all material approvals of all Agencies (including Licenses) required in connection with the operation thereof and have been operated and maintained in accordance with applicable Laws.

Appears in 1 contract

Samples: Merger Agreement (B2bstores Com Inc)

Real Property Leases. (i) None Section 2.22 of the Company Celldex Disclosure Schedule sets forth all real property leases or subleases to or by Celldex or its subsidiaries, including the term of such lease, any extension and expansion options and the rent payable under it. Celldex has delivered to AVANT true, complete and correct copies of the leases and subleases (as amended to date) listed in Section 2.22 of the Celldex Disclosure Schedule. With respect to each lease and sublease listed in Section 2.22 of the Celldex Disclosure Schedule: (a) As to Celldex or its subsidiaries, each lease or sublease is legal, valid, binding, enforceable and in full force and effect, except as enforceability may be limited by bankruptcy and other similar laws and general principles of equity; (b) Neither Celldex nor any of its subsidiaries owns is in breach or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by the Company violation of, or any of its subsidiaries. Each parcel of real property leased by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitationdefault under, any easement, right of way such lease or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Companysublease, and (E) the terms of the Company's leases (collectivelyno event has occurred, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norpending or, to the knowledge of Celldex or its subsidiaries, is threatened, which, after the Companygiving of notice, has with lapse of time, or otherwise, would constitute a breach or default by Celldex or its subsidiaries or, to the knowledge of Celldex and its subsidiaries, any other party under such condemnationlease or sublease, expropriation or taking been proposed.except as would not reasonably be expected to have a Celldex Material Adverse Effect; (iiic) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property leased by the Company or Neither Celldex nor any of its subsidiaries have assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in any lease or sublease; and (d) there are no liens, easements, covenants or other restrictions applicable to the real property subject to such lease, except for the purposes for which it is currently being usedPermitted Liens.

Appears in 1 contract

Samples: Merger Agreement (Avant Immunotherapeutics Inc)

Real Property Leases. (a) Neither the Company nor any of its Subsidiaries owns any real property. (b) Section 2.09(b) of the Disclosure Schedule sets forth a list of all leases, subleases and other occupancy agreements, including all amendments, extensions and other modifications (each a "Lease" and collectively the "Leases") for real property (the "Leased Real Property") to which the Company or any of its Subsidiaries is a party, together with a list of the location of all Leased Real Property. The Company has delivered to Purchaser correct and complete copies of the Leases. Except as set forth in Section 2.09(b) of the Disclosure Schedule: (i) None the Company and each of its Subsidiaries has a good and valid leasehold interest in and to the Leased Real Property, subject to no Liens except as described in Section 2.09(b) of the Disclosure Schedule; (ii) each Lease constitutes a valid and binding obligation of the Company and each of its Subsidiaries and, to the knowledge of the Company, the other parties thereto, and is enforceable against the Company and each of its Subsidiaries and, to the knowledge of the Company, the other parties thereto, in accordance with its terms (except to the extent that the enforceability thereof may be limited by bankruptcy, insolvency or similar laws of general application relating to or affecting the enforcement of creditors' rights or by general principles of equity); (iii) the Company and each of its Subsidiaries are not, and, to the Company's knowledge, no other party thereto is, in breach of or default under any Lease in any material respect and no event has occurred which, with the giving of notice, the passage of time or both, would constitute such a breach or default by the Company or its Subsidiaries or, to the Company's knowledge, by any other party, or permit termination, modification or acceleration thereunder by the Company or, to the Company's knowledge, by any other party thereto; and (d) except as described on Section 2.09(b) of the Disclosure Schedule, no consent, waiver, approval or authorization is required from the landlord under any Lease as a result of the execution of this Agreement or the consummation of the transactions contemplated hereby. (c) The Leased Real Property (i) constitutes all real property leased or otherwise occupied or utilized by the Company or any of its Subsidiaries, (ii) is in good operating condition and repair and (iii) is sufficient and appropriate for the conduct of the business of the Company or any of its subsidiaries owns Subsidiaries as presently conducted. To the Company's 6 11 knowledge, other than the Company and its Subsidiaries, there are no parties in possession or has owned (within the past five (5) years) parties having any real property. (ii) Schedule 4.01(t)(ii) current or future right to occupy any of the Leased Real Property. To the Company's knowledge, the Leased Real Property and all buildings and improvements located thereon conform in all material respects to all applicable building, zoning and other laws, ordinances, rules and regulations. All material permits, licenses and other approvals necessary to the current occupancy and use of the Leased Real Property by the Company Disclosure Schedule sets forth a true or its Subsidiaries have been obtained, are in full force and complete list of all real property currently leased effect and have not been violated in any material respect. There exists no material violation by the Company or any of its subsidiariesSubsidiaries of any covenant, condition, restriction, easement agreement or order affecting any portion of the Leased Real Property. Each parcel of real property leased by the Company There is no pending or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of threatened condemnation proceeding affecting any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business portion of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, Leased Real Property which would not be reasonably likely to have a material adverse effect affect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge business of the Company neither subject to or any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to its Subsidiaries. (d) To the knowledge of the Company, has any such condemnation, expropriation or taking been proposed. (iii) There there are no contractual outstanding options or legal restrictions that preclude rights of first refusal with respect to the purchase or restrict use of any of the ability to use Leased Real Property, any real property leased by portion thereof or interest therein, except as set forth on Section 2.09(d) of the Disclosure Schedule. Neither the Company or nor any of its subsidiaries for Subsidiaries is obligated to purchase or lease any real property, except as set forth on Section 2.09(d) of the purposes for which it is currently being usedDisclosure Schedule.

Appears in 1 contract

Samples: Stock Purchase Agreement (Global Vacation Group Inc)

Real Property Leases. (ia) None The Company has made available to Parent true and complete copies of all real property leases and subleases of the Company or any Subsidiary of its subsidiaries owns or has owned the Company (within the past five each as amended to date) (5) years) any real property. (ii) “Leases”). Schedule 4.01(t)(ii2.12(a) of the Company Disclosure Schedule Letter sets forth a true and complete list of all real property currently leased Leases. None of the Company and its Subsidiaries, nor, to the Knowledge of the Company, any other party to any Lease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default by the Company or any of its subsidiaries. Each parcel Subsidiaries or, to the Knowledge of real property leased the Company, by any such other party, or permit termination or acceleration thereunder. (b) Except as set forth on Schedule 2.12(b) of the Company Letter, with respect to each Lease: (1) the lease or sublease is legal, valid, binding, enforceable and in full force and effect, subject to bankruptcy, insolvency, moratorium or other similar laws affecting the enforcement of creditors’ rights generally and except as the availability of equitable remedies may be limited by general principles of equity; (2) none of the Company and its Subsidiaries, nor, to the Knowledge of the Company, any other party to the lease or sublease is in material breach or default, and no event has occurred which, with notice or lapse of time, would constitute a material breach or default by the Company or any of its subsidiaries (i) is, except as may be set forth in the lease agreement for such real property, leased free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norSubsidiaries or, to the knowledge Knowledge of the Company, has by any such condemnationother party, expropriation or taking been proposed.permit termination, modification or acceleration thereunder; (iii3) There to the Knowledge of the Company, there are no contractual material disputes, oral agreements or legal restrictions that preclude forbearance programs in effect as to the lease or restrict sublease; (4) none of the ability Company and its Subsidiaries has assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; (5) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of such facilities; and (6) other than in the Ordinary Course, no construction, alteration or other leasehold improvement work with respect to use any real property leased the lease or sublease remains to be paid for or performed by the Company or any of its subsidiaries for the purposes for which it is currently being usedSubsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Criimi Mae Inc)

Real Property Leases. (a) Except as set forth on Schedule 4.15(a), neither the Target Companies nor any Subsidiary owns any real property (such property, the “Owned Real Property”) and, except as set forth on Schedule 4.15(a), such owned real property is owned free and clear of all Liens. (b) Schedule 4.15(b) contains a complete and correct list of all leases of real property, occupancy agreements, licenses, concessions or similar agreements (the “Real Property Leases”) under which the Target Companies or any Subsidiary is a lessee, sub-lessee, tenant, licensee or assignee of any real property owned by any other Person (the “Leased Real Property” and, together with the Owned Real Property, the “Real Property”). The Target Companies have delivered to Purchasers true, correct and complete copies of each Real Property Lease. With respect to each Real Property Lease, (i) None of there exists no default under such Real Property Lease by the Company Target Companies or any Subsidiary nor is there any event which, with notice or the passage of its subsidiaries owns time or both, could ripen into a default and neither the Target Companies nor any Subsidiary has owned (within the past five (5) years) received written notice of any real property. such default and (ii) Schedule 4.01(t)(ii) to the Knowledge of the Company Disclosure Schedule sets forth Target Companies, there exists no default by any other Person thereunder nor any event which, with notice or the passage of time or both, could ripen into a true and complete list of all real property currently leased by the Company or any of its subsidiariesdefault. Each parcel Real Property Lease is a legal, valid and binding obligation of real property leased by the Company or any Target Companies and/or each Subsidiary, and, to the Knowledge of the Target Companies, each other party thereto, enforceable against each such other party thereto in accordance with its subsidiaries (i) isterms, except as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and subject to general principles of equity. The consummation of the transactions contemplated by this German SPA or any Ancillary Agreement requires no Consents from any Person, except as set forth on Schedule 4.15(b) (which Consents have been obtained prior to the date hereof), and will not result in any default, penalty, right to terminate, increase in the lease agreement amounts payable under or modification to any Real Property Lease. The Target Companies and the Subsidiaries hold good and valid leasehold estates in the Leased Real Property and the Real Property constitutes all of the real property necessary for such real propertythe conduct of the Target Companies’ and the Subsidiaries’ respective businesses. (i) There is no pending or, leased free and clear to the Knowledge of the Target Companies, threatened condemnation (or similar proceedings) of all mortgagesor any part of the Real Property, pledgesand neither the Target Companies nor any Subsidiary has assigned or sublet or granted any rights to use and occupy or created any limitations to or on its interests under any Real Property Lease to any Person, liens(ii) to the Knowledge of the Target Companies, security intereststhere are no zoning, conditional and installment sale agreementsbuilding code, encumbrances, charges occupancy restriction or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, land-use regulation proceedings or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction proposed change in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances thatany applicable Laws that could, individually or in the aggregate, would not result in a Material Adverse Effect, nor have the Target Companies or any Subsidiary received any notice of any special assessment proceedings affecting any Real Property, or applied for any change to the zoning or land use status of any Real Property, (iii) to the Knowledge of the Target Companies, there are no defects, structural or otherwise, with respect to any of the Real Property (or any improvements located thereon), which could reasonably be reasonably likely anticipated to have a material adverse effect impact on the Company, value or utility of any such parcel of Real Property and (Eiv) the terms there are no easements, Liens or other agreements (whether of record or not) affecting title to, or creating any Lien or charge upon, any of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, nor, to the knowledge of the Company, has any such condemnation, expropriation or taking been proposedReal Property. (iii) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property leased by the Company or any of its subsidiaries for the purposes for which it is currently being used.

Appears in 1 contract

Samples: Share Purchase Agreement (Bruker Biosciences Corp)

Real Property Leases. (ia) None of the Company or any of its subsidiaries owns or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(iiSection 4.13(a) of the Company Disclosure Schedule sets forth contains a true true, correct and complete list list, as of the date hereof, of all real property currently leased by the Company or any of its subsidiaries. Each parcel of real property leased subleased by the Company or any of its subsidiaries from or to any person. The list set forth in Section 4.13(a) of the Company Disclosure Schedule sets forth, with respect to each such real properties, all existing leases, subleases, licenses or other occupancy contracts to which the Company or any of its subsidiaries is a party or by which the Company or any of its subsidiaries is bound, and all amendments, modifications, extensions and supplements thereto (collectively, the “Tenant Leases”). Neither the Company nor any of its subsidiaries currently owns or, since January 1, 2007, has owned any real property. (b) A true, correct and complete copy of each Tenant Lease has been furnished or made available to Parent. Except as would not reasonably be expected to have a Material Adverse Effect, (i) isthe Company and each subsidiary, except as may be set forth in applicable, has a valid and enforceable leasehold interest under each of the lease agreement for such real propertyTenant Leases, leased to the Company’s knowledge, free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), Encumbrances other than (A) Liens for current Taxes Permitted Encumbrances, and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business each of the Company or such Subsidiary consistent with past practice, Tenant Leases is in full force and effect; (Dii) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in the aggregate, would not be reasonably likely to have a material adverse effect on neither the Company, and (E) the terms of the Company's leases (collectively, "Permitted Liens"), and (ii) is to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation thereforits subsidiaries, nor, to the knowledge of the Company, has any such condemnation, expropriation other party to any Tenant Lease is in breach of or taking been proposed. in default under any of the Tenant Leases; and (iii) There are no contractual or legal restrictions the Company and each subsidiary, as applicable, enjoys undisturbed possession under all Tenant Leases, except for such breaches of the right to undisturbed possession that preclude or restrict do not materially interfere with the ability to use any real property leased by of the Company or any of its subsidiaries to conduct their respective businesses on such real property. (c) The Company and its subsidiaries own or have valid and subsisting leasehold interests in, all tangible personal assets and properties used or leased for use by the purposes for Company or its subsidiaries and which it is currently being usedare necessary to the current operation of their respective businesses, free and clear of all Encumbrances other than Permitted Encumbrances, except, in each case to the extent that the failure to so own or have such leasehold interests would not reasonably be expected to result in a Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Swank, Inc.)

Real Property Leases. (ia) None of Neither the Company or nor any of its subsidiaries owns or has owned (within the past five (5) years) any real property. (ii) Schedule 4.01(t)(ii. Section 2.25(a) of the Company Disclosure Schedule sets forth a true and complete list of all real property currently leased by leases, licenses or similar Contracts to which the Company or any of its subsidiaries. Each parcel subsidiaries is a party, that are for the use or occupancy of real estate owned by a third party (“Leases”) (copies of which have previously been furnished to Parent), in each case, setting forth: (i) the lessor and lessee thereof and the commencement date and term of each of the Leases, and (ii) the street address or legal description of each property leased covered thereby (the “Leased Premises”). The Leases are in full force and effect in all material respects, enforceable against the other parties thereto, and have not been amended. Neither the Company nor any of its subsidiaries and, to the knowledge of the Company, no other party thereto, is in default or breach under any such Lease and no event has occurred by the Company or any of its subsidiaries (i) isthat, except as may be set forth in with the lease agreement for such real propertypassage of time or the giving of notice or both, leased free and clear would cause a breach of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics' and materialmen's Liens for construction in progress, (C) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business default of the Company or any of its subsidiaries under any of such Subsidiary consistent with past practiceLeases, (D) all matters of record, Liens and other imperfections of title and encumbrances that, individually or in except to the aggregate, extent such default would not have or would not reasonably be reasonably likely expected to have a material adverse effect on Company Material Adverse Effect. Either the Company, and (E) the terms Company or its subsidiaries have valid leasehold interests in each of the Company's leases Leased Premises. (collectively, "Permitted Liens"), and (iib) is With respect to the knowledge of the Company neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public authority with or without payment of compensation therefor, norLeased Premises, (i) there are no pending or, to the knowledge of the Company, has threatened condemnation proceedings, suits or administrative actions relating to any such condemnationparcel or other matters affecting adversely the current use, expropriation occupancy or taking been proposed.value thereof, (ii) to the knowledge of the Company, all improvements, buildings and systems on any such parcel are in good repair and safe for their current occupancy and use, (iii) There are no contractual or legal restrictions that preclude or restrict the ability to use any real property leased by neither the Company or nor any of its subsidiaries for has subleased, licensed or otherwise granted to any party or parties the purposes for which it right of use or occupancy of any such parcel or any portion of any such parcel, and there are no parties (other than the Company and its subsidiaries) in possession of any such parcel or any portion of any such parcel, (iv) to the knowledge of the Company, there are no outstanding options or rights of first refusal or similar rights to purchase any such parcel or any portion thereof or interest therein, and (v) each such parcel abuts on and has adequate direct vehicular access to a public road and there is currently being usedno pending or, to the knowledge of the Company, threatened termination of such access.

Appears in 1 contract

Samples: Merger Agreement (Sigmatel Inc)