Real Property Owned and Leased. (i) Neither the Company nor any of its Subsidiaries owns real property used or useful in the conduct of the Business, except as set forth in the Disclosure Schedule.
(ii) The Disclosure Schedule correctly identifies each parcel of real estate currently leased by or to the Company or any of its Subsidiaries, together in each case with an accurate street address, date of the lease and any amendments, name of landlord, description of the use of such parcel and summary of the term and annual rent payable in respect thereof. For purposes hereof the real property owned or leased by the Company or any of its Subsidiaries described on the Disclosure Schedule is herein called the "Real Estate".
(iii) The respective interest of the Company and its Subsidiaries in the Real Estate is held free and clear of all Liens or other encumbrances of any kind, except Permitted Liens. The Company and each of its Subsidiaries has good and marketable title to all of the Real Property owned by it. The Company and each of its Subsidiaries has all the right, title and interest of the lessee or sublessee in each lease or sublease described on the Disclosure Schedule and presently occupies the property leased or subleased by it under each such lease or sublease and, except as set forth in the Disclosure Schedule, no consent under any such lease or sublease is necessary for the consummation of the Merger. No event has occurred which (with the giving of notice or passage of time or both) would impair any right of the Company or any of its Subsidiaries to exercise and obtain the benefits of any options contained in any such lease or sublease and there is no default by the Company or any of its Subsidiaries or basis for acceleration or termination by the lessor or sublessor thereunder, nor has any event occurred which (with the giving of notice or passage of time or both) would constitute a default by the Company or any of its Subsidiaries, or result in or permit the acceleration of any obligation by the lessor or sublessor, under any such lease or sublease, or, to Company's knowledge (without inquiry), under any underlying ground or master lease, instrument, mortgage or deed of trust of the lessor or sublessor, which default or acceleration would materially and adversely affect any such lease or sublease or the Real Estate or present use of the property covered thereby.
(iv) The improvements and fixtures located on the Real Estate are in adequate condition and are structurally sound, and ...
Real Property Owned and Leased. (a) EXOR does not own any real property.
(b) Section 2B.7 of the Disclosure Schedule lists and describes briefly all real property leased or subleased to EXOR and lists the term of such lease or sublease, any extension and expansion options, and the rent payable thereunder. EXOR has delivered to the Buyer correct and complete copies of the leases and subleases (as amended to date) listed in Section 2B.7 of the Disclosure Schedule. With respect to each lease and sublease listed in Section 2B.7 of the Disclosure Schedule:
(i) the lease or sublease is legal, valid, binding, enforceable and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;
(iii) no party to the lease or sublease is in breach or default, and no event has occurred which, with notice or lapse of time, would constitute a breach or default or permit termination, modification, or acceleration thereunder;
(iv) there are no disputes, oral agreements or forbearance programs in effect as to the lease or sublease;
(v) EXOR has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold; and
(vi) all facilities leased or subleased thereunder are supplied with utilities and other services necessary for the operation of said facilities.
Real Property Owned and Leased. Schedule 2.13 contains a complete list of all real property (immovable property) (including, without limitation, plants, warehouses, interests in real property, distribution centers, structures and other buildings) owned or leased by the Company (the "Real Property"). The Company has good and marketable title to the Real Property. Adequate ingress and egress exists with respect to the Real Property, and the Real Property complies with all applicable zonings laws, rules and regulations and land use restrictions. The interests in Real Property are free and clear of all mortgages, liens, security interests, pledges, leases, subleases, encumbrances, charges, assignments, easements, claims or other restrictions and defects in title except (i) as are set forth in Schedule 2.13 hereto and (ii) Permitted Liens. All interests in Real Property are currently used in the operation of the business of the Company and are adequately maintained and are in good operating condition and repair for the requirements of the business as presently conducted by the Company.
Real Property Owned and Leased. (a) Schedule 5.13(a) sets forth a correct and complete list of all tracts of real property owned in fee by the Company as of the Effective Date (the “Owned Real Property”). Except as set forth on Schedule 5.13(a) and except as would not reasonably be expected to materially impact the conduct of the Business or the use, occupancy or operation of any of the Owned Real Property, (i) no Person other than the Company has any right to use, occupy or lease any of the Owned Real Property, and (ii) the Company has good and valid title to the Owned Real Property free and clear of all Liens, except Permitted Liens.
(b) There is no pending or, to the Knowledge of Seller, threatened in writing, appropriation, condemnation, expropriation, eminent domain or similar Action materially affecting the Owned Real Property or any part thereof.
(c) Neither Seller nor the Company is a party to any Contract for the sale, exchange or transfer of all of any portion of the Owned Real Property.
(d) Schedule 5.13(d) sets forth a correct and complete list of all Contracts (the “Leases”) pursuant to which the Seller leases any tracts of real property as of the Effective Date (the “Leased Real Property”). The Company has good and valid leasehold interests in the Leased Real Property free and clear of all Liens, except for Permitted Liens.
(e) To the Knowledge of Seller, each of the Leases constitutes the legal, valid, binding and enforceable obligation of the Seller and each other party thereto and is in full force and effect in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or reorganization.
(f) To the Knowledge of Seller, each of the Company Easements constitutes the legal, valid, binding and enforceable obligation of the Seller and each other party thereto and is in full force and effect in accordance with its terms, except as enforceability may be limited by applicable bankruptcy, insolvency or reorganization.
(g) The Owned Real Property, Leased Real Property and Company Easements (collectively, the “Real Property”) constitute all of the material real property interests used by the Company in the conduct of the Business in the manner in which they are now owned, operated, used and maintained and to conduct the Business as currently conducted. The Company has full right and authority to use and operate all of the improvements currently being used by the Company and located on the Real Property, subject to applicable Law and Perm...
Real Property Owned and Leased. No Selling Group Member owns any real property and the real property leased by each Selling Group Member related to the Business has never been owned by a Selling Group Member. Set forth on Schedule 4.15 are true and accurate listings of all real property leases to which a Selling Group Member is a party setting forth: (i) the name of the Selling Group Member that is the lessee; (ii) the name of the lessor, (iii) a description of the property leased, and (iv) whether such premises are currently being used for the operation of the Business. Except as set forth on Schedule 4.15: (i) all of the leases set forth on such Schedule are in full force and effect and are valid, binding and enforceable in accordance with their respective terms, (ii) all accrued and currently payable rents and other payments required by such leases have been paid, (iii) each Selling Group Memb er and, to each Selling Group's Knowledge, each other party thereto has complied with all respective covenants and provisions of such leases in all material respects, (iv) neither Selling Group Member nor, to Selling Group's Knowledge, any other party is in default in any material respect under any such leases, (v) no party has asserted any defense, set off, or counter claim thereunder, (vi) no waiver, indulgence or postponement of any obligations thereunder has been granted by any party, and (vii) the validity or enforceability of any such lease will be in no way affected by the sale of the Purchased Assets to Buying Group, provided all required consents have been obtained from the other parties to such lease.
Real Property Owned and Leased. Seller's Disclosure Schedule contains a complete and accurate list and full description of all real property owned or leased by the Seller (the "Real ---- Property"). The Seller has good and valid title to the leasehold estates in all -------- real property and interests in real property leased by it, in each case, free and clear of all mortgages, liens, security interests, pledges, leases, subleases, encumbrances, charges, assignments, easements, claims or other restrictions and defects of title.
Real Property Owned and Leased. (a) The Company does not own any real property.
(b) Section 2B.6 of the Disclosure Schedule lists all real property leased or subleased to or by the Company. The Company has delivered to the Buyer correct and complete copies of the leases and subleases (as amended to date) listed in Section 2B.6 of the Disclosure Schedule. With respect to each lease and sublease listed in Section 2B.6 of the Disclosure Schedule:
(i) the lease or sublease is legal, valid, binding, enforceable and in full force and effect;
(ii) the lease or sublease will continue to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing in accordance with the terms thereof as in effect prior to the Closing;
(iii) neither the Company nor, to the knowledge of the Company or any Principal Stockholder, any other party to the lease or sublease is in breach or violation of, or default under, any such lease or sublease, and no event has occurred, or, to the knowledge of the Company or any Principal Stockholder, is threatened which, with notice or lapse of time, would constitute a breach or default or permit termination, modification or acceleration thereunder; and
(iv) the Company has not assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the leasehold or subleasehold, except for encumbrances excluded from the definition of Security Interest.
Real Property Owned and Leased. Schedule 3.10 attached hereto contains a complete and accurate list and full description of all real property (including without limitation plants, warehouses, interests in real property, distribution centers, structures and other buildings) owned or leased by the Seller (the "Real Property"). The Seller has good and valid title to the leasehold estates in all real property and interests in real property leased by it, in each case, free and clear of all mortgages, liens, security interests, pledges, leases, subleases, encumbrances, charges, assignments, easements, claims or other restrictions and defects of title, except (i) as are set forth in Schedule 3.10, (ii) liens for Taxes not yet due and payable or being contested in good faith by appropriate proceedings, and (iii) which do not impair the current or intended use or diminish the value of the property affected to any material extent. All plants, warehouses, interests in real property, distribution centers, structures and other buildings of the Seller are currently used in the operation of the business of the Seller and are adequately maintained and are in good operating condition and repair for the requirements of the business as presently conducted by the Seller.
Real Property Owned and Leased. Schedule 2.13 attached hereto contains a complete list of all real property (immovable property) (including, without limitation, plants, warehouses, interests in real property, distribution centers, structures and other buildings) owned or leased by the Company or any of the Subsidiaries (the "Real Property"). The applicable Subsidiary owns all the buildings located at the site of the new cigarette factory (described in Schedule 2.13 hereto) and has the right, subject to applicable law, to transfer ownership of (a) the main factory building located at such site and (b) after completion of the registration process for which applications for registration have previously been filed, all the other buildings at such site. The applicable Subsidiary has leasehold ownership interests in the land underlying such buildings and is entitled to dispose of its ownership rights, subject to the terms and conditions of the lease agreement. The interests in Real Property (other than residential leases for employees of the Company or any of the Subsidiaries) are free and clear of all mortgages, liens, security interests, pledges, leases, subleases, encumbrances, charges, assignments, easements, claims or other restrictions and defects in title except (i) as are set forth in Schedule 2.13 hereto and (ii) Permitted Liens. All interests in Real Property (other than residential leases for employees of the Company or any of the Subsidiaries) are currently used in the operation of the business of the Company or any of the Subsidiaries and are adequately maintained and are in good operating condition and repair for the requirements of the business as presently conducted by the Company and the Subsidiaries.
Real Property Owned and Leased. (1) The Company does not own any real property.
(2) Each material real property lease or sublease to which the Company is party is a legal, valid and binding contract and is in full force and effect, subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium or similar laws affecting generally the enforcement of creditors' rights and general equitable principles and subject to a court's discretionary authority with respect to the granting of a decree ordering specific performance or other equitable remedies. Neither the Company nor, to the knowledge of the Company, any other party to such lease or sublease is in breach or violation of, or default under, any such lease or sublease.
