Real Property; Other Assets. (i) Section 4.1(h)(i) of the Disclosure Schedule sets forth all of the real property owned in fee by Company and its Subsidiaries (the "Owned Real Property").
Real Property; Other Assets. (a) The Company does not own, and has never owned, any real property.
Real Property; Other Assets. (a) To the Knowledge of Seller, Section 3.7 of the Seller Disclosure Schedules contains a complete list of all of the material real property and material interests in real property owned by the Partnership or any of the Partnership Subsidiaries (the “Owned Real Property”), and all material leases, subleases or licenses of real property (the “Real Property Leases”) to which the Partnership or any Partnership Subsidiary is a party or by which any of them holds a leasehold interest (the “Leased Real Property”; together with the Owned Real Property, collectively, “Real Property”). Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect or otherwise set forth in Section 3.7 of the Seller Disclosure Schedules, (i) each Real Property Lease to which the Partnership or any of the Partnership Subsidiaries is a party is a valid and binding obligation of the Partnership or Partnership Subsidiary party thereto and is in full force and effect in accordance with its terms, (ii) all rents due on each Real Property Lease have been paid, (iii) neither the Partnership nor any Partnership Subsidiary has received notice that it is in default thereunder, and (iv) there exists no default by the Partnership or any Partnership Subsidiary or, to the Knowledge of Seller, any other party under such Real Property Lease and no event has occurred which, with notice or lapse of time, would constitute a breach or default under such Real Property Lease by the Partnership or Partnership Subsidiary party thereto. Except as set forth in Section 3.7 of the Seller Disclosure Schedules, (i) there are no subleases or any other similar agreements relating to Real Property, (ii) neither the Partnership nor any of the Partnership Subsidiaries is bound by any option, right of first refusal, purchase or other agreement to sell or otherwise dispose of any Real Property or any other interest in any Real Property, and (iii) neither the Partnership nor any of the Partnership Subsidiaries has assigned, transferred, conveyed, mortgaged, or encumbered any interest in any Leased Real Property, and the Partnership or one of the Partnership Subsidiaries enjoys peaceful and undisturbed possession under the Real Property Leases. Except as would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect, each of the Partnership and/or the individual Partnership Subsidiaries listed as an owner or lessee of Real Property on ...
Real Property; Other Assets. (a) Section 2.20(a) of the Company Disclosure Letter sets forth a complete and accurate list of all of the real property owned in fee by the Company and its subsidiaries (the “Owned Real Property”) and the Leased Real Property (as hereinafter defined).
Real Property; Other Assets. (i) Section 4.1(h)(i) of the --------------------------- Disclosure Schedule sets forth all of the real property owned in fee by Company and its Subsidiaries (the "Owned Real Property"). (ii) Company or one of its Subsidiaries has good and marketable title to each parcel of Owned Real Property and to each other asset reflected in the latest balance sheet of Company included in the Filed SEC Documents (other than any such other asset disposed of or consumed in the ordinary course of business or as specified in Section 4.1(h)(ii) of the Disclosure Schedule) free and clear of all Liens except (A) those reflected or reserved against in the latest balance sheet of Company included in the Filed SEC Documents, (B) taxes and general and special assessments not in default and payable without penalty and interest, and (C) other Liens that individually or in the aggregate would not have a Material Adverse Effect on Company. (iii) Company has heretofore made available to Parent true, correct and complete copies of all leases, subleases and other agreements requiring annual payments of $50,000 or more (the "Real Property Leases"), under which Company or any of its material Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property or facility (the "Leased Real Property"), including all modifications, amendments and supplements thereto. Except in each case where the failure could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect on Company: (A) Company or one of its Subsidiaries has a valid and subsisting leasehold interest in each parcel of Leased Real Property free and clear of all Liens and each Real
Real Property; Other Assets. (i) Section 4.1(s)(i) of the Disclosure Schedule sets forth all of the real property owned in fee by Company and its Subsidiaries (the "Owned Real Property"). Each of Company and its Subsidiaries has good and marketable title to each parcel of Owned Real Property free and clear of all Liens except (A) those reflected or reserved against in the latest balance sheet of Company included in the Filed SEC Documents, (B) taxes and general and special assessments not in default and payable without penalty and interest, and (C) Liens of record and other Liens which individually or in the aggregate would not have a Material Adverse Effect on Company (collectively "Permitted Liens").
Real Property; Other Assets. (i) Company and its Subsidiaries do not own any real property.
Real Property; Other Assets. Except as disclosed to the Offeror prior to the execution of this Agreement, the Corporation and its Subsidiaries have good and valid title to the real property interests and to each other asset reflected in the latest balance sheet of Corporation included in the Filed QSC Documents (other than as disclosed in the Filed QSC Documents, or any such other asset disposed of or consumed in the ordinary course of business) free and clear of any and all hypothecs, mortgages, liens, charges, encumbrances and adverse claims except (A) those reflected or reserved against in the latest balance sheet of Corporation included in the Filed QSC Documents, (B) taxes not in default and payable without penalty and interest, and (C) other Liens that individually or in the aggregate would not have a material adverse effect on Corporation (collectively, "Permitted Liens").
Real Property; Other Assets. (a) Section 1.02(a)(i)(A) of the Seller Disclosure Letter lists all Transferred Real Property that is owned by Seller or any other member of the Seller Group and that is material in the operation or conduct of the Business, by the address by which it is commonly known or its tax block and lot number or other description (together with the interests of Seller or such other member of the Seller Group in any structures or improvements thereon and easements or other similar rights appurtenant thereto, the “Owned Real Property”). There is no Transferred Real Property set forth in Section 1.02(a)(i)(A) of the Seller Disclosure Letter that is not used or held for use primarily in the operation or conduct of the Business.
Real Property; Other Assets. (a) Section 4.11(a) of the Disclosure Schedule sets forth a list of all real property (i) owned by the Company or its Subsidiaries (the “Owned Real Property”) or (ii) leased, subleased or licensed by, or for which a right to use or occupy has been granted to, the Company or its Subsidiaries (the “Leased Real Property,” and together with the Owned Real Property, the “Real Property”). Section 4.11(a) of the Disclosure Schedule also identifies each lease, sublease, license or other Contractual Obligation under which such Leased Real Property is occupied or used including the date of and legal name of each of the parties to such lease, sublease, license or other Contractual Obligation (the “Real Property Leases”).
