Real Property Owned or Leased. (a) Schedule 3.12(a) contains a true, correct and complete list of all real property owned or leased by MetroCorp or any Subsidiary thereof, including nonresidential other real estate (the “MetroCorp Real Property”). True and complete copies of all deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the properties referred to in Schedule 3.12(a), title insurance policies for the owned real property referred to in Schedule 3.12(a), and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to East West.
(b) No lease or deed with respect to any MetroCorp Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such MetroCorp Real Property pertaining to its current primary business purpose. Each of such leases is a legal, valid and binding obligation of MetroCorp or a Subsidiary thereof, as applicable, is enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by MetroCorp or, to MetroCorp’s Knowledge, the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder.
(c) None of the buildings and structures located on any MetroCorp Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any MetroCorp Real Property, except for those violations and encroachments which in the aggregate could not reasonably be expected to cause a Material Adverse Effect on MetroCorp. No condemnation proceeding is pending or, to MetroCorp’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any MetroCorp Real Property in the manner in which it is currently being used.
(d) MetroCorp or one of its Subsidiaries has good and indefeasible title to, or a valid and enforceable leasehold interest in, all MetroCorp Real Property, and such interest is free...
Real Property Owned or Leased. (a) The Disclosure Letter contains a list and brief description of all of the owned real property of the Company (the "Owned Property") and all real property in which the Company has a leasehold interest held under leases (the "Leased Property") including the name of the lessor and any requirement of consent of the lessor to consummate the transactions contemplated hereby. The Owned Property and the Leased Property (together, the "Real Property") constitute all real properties used or occupied by the Company in connection with the Company's businesses reflected on the Financial Statements.
(b) With respect to the Real Property, except as set forth in the Disclosure Letter:
(i) no portion thereof is subject to any pending condemnation Proceeding or Proceeding by any public or quasi-public authority and, to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened condemnation or Proceeding with respect thereto;
(ii) the physical condition of the Real Property is sufficient to permit the continued conduct of the Subject Business as presently conducted subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction;
(iii) with respect to the Leased Property, the Company is the owner and holder of all the leasehold estates purported to be granted by such lease and each lease is in full force and effect and constitutes a valid and binding obligation of the Company;
(iv) no notice of any increase in the assessed valuation of the Real Property and no notice of any contemplated special assessment has been received by the Company and to the Best Knowledge of the Company and the Indemnifying Shareholders, there is no threatened special assessment pertaining to any of the Real Property;
(v) there are no Contracts, written or oral, to which the Company is a party, granting to any party or parties the right of use or occupancy of any portion of the parcels of the Real Property;
(vi) there are no parties (other than the Company or its lessees disclosed pursuant to paragraph (v) above) in possession of the Owned Property; and
(vii) with respect to the Leased Property, there have been no discussions or correspondence with the landlord concerning renewal terms for those leases scheduled to expire within 12 months of the date of this Agreement.
Real Property Owned or Leased. A list and legal description of any real property (together with any improvements thereon) leased to or by the Company or in which Company has any interest, is set forth at Schedule 4.08 hereto. All such leased real property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and there are no existing defaults or events of default, or events which, with notice or lapse of time or both, would constitute defaults, thereunder on the part of the Company, except for such defaults, if any, which are not material (including, without limitation, “Material”) in character, amount or extent and do not, severally or in the aggregate, materially detract from the value or interfere with the present use of the property subject to such lease or affect the validity, enforceability or assignability of such lease or otherwise materially impair the Business of the Company. Neither the Company nor the Seller has any Knowledge of any default or claimed or purported or alleged default or state of facts which, with notice or lapse of time or both, would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in, or submitted as a part of, Schedule 4.08 hereto. Except as set forth in Schedule 4.14 hereto, the transfer of the Shares and the consummation of the Transaction contemplated by this SPA will in no way affect the continuation, validity and effectiveness of any such lease or require the Consent of any third party under any such lease. The Company has furnished to the Buyer true and correct copies of all leases, deeds, title reports and legal descriptions of the real property referred to or set forth at Schedule 4.08 hereto.
Real Property Owned or Leased. (a) Other than real property acquired through foreclosure or deed in lieu of foreclosure, Schedule 3.6(a) contains a true, correct and complete list of all real property owned or leased by GNB and GNB Bank (the “GNB Real Property”). True and complete copies of all of its deeds, leases and title insurance policies for, or other documentation evidencing ownership of, the properties referred to in Schedule 3.6(a) and all mortgages, deeds of trust and security agreements to which such property is subject have been furnished or made available to Texas United.
(b) Except as set forth in Schedule 3.6(b), no lease with respect to any GNB Real Property and no deed with respect to any GNB Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such GNB Real Property. Each of such leases described in Schedule 3.6(b) is a legal, valid and binding obligation enforceable in accordance with its terms (except as may be limited by bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the rights of creditors generally and the availability of equitable remedies), and is in full force and effect; there are no existing defaults by GNB, and GNB Bank or the other party thereunder and there are no allegations or assertions of such by any party under such agreement or any events that with or without notice, lapse of time or the happening or occurrence of any other event would constitute a default thereunder.
(c) To the knowledge of GNB, none of the buildings and structures located on any GNB Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by others, nor does any building or structure of third parties encroach upon any GNB Real Property, except for those violations and encroachments which in the aggregate would not reasonably be expected to cause a Material Adverse Effect on GNB. No condemnation proceeding is pending or, to GNB’s knowledge, threatened, which would preclude or materially impair the use of any GNB Real Property in the manner in which it is currently being used.
(d) GNB and its Subsidiaries have good and indefeasible title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all GNB Real Property, and such interest is free and clear of all liens, charges or other encumbrances, except (i) statutory liens...
Real Property Owned or Leased. The Company does not own any real property. A list and description of all real property leased to or by the Company or in which the Company has any interest is set forth in the Company Disclosure Schedule ("Company Premises"). All leased real property is held subject to written leases or other agreements which are valid and effective in accordance with their respective terms, and, to the best knowledge of the Company, except for "Immaterial Defaults" (as defined below) there are no existing defaults or events of default, or events which with notice or lapse of time or both would constitute defaults, other than Immaterial Defaults, thereunder on the part of the Company. For purposes of this Agreement, Immaterial Defaults are defaults which do not, individually or in the aggregate, cause the Company to fail to comply in all material respects with the terms and conditions of the applicable lease, contract, agreement or instrument. All rent and other charges due and owing by the Company under any lease has been paid in full and there are no disputes or claims between the Company and any other party to any lease. No construction, improvements, or alterations are in process, under construction or planned at any Company Premises, other than the movement of partitions and similar activities in connection with the relocation of Company personnel. The Company has no knowledge of any material default or claimed or purported or alleged material default or state of facts which with notice or lapse of time or both would constitute a material default on the part of any other party in the performance of any obligation to be performed or paid by such other party under any lease referred to in the Company Disclosure Schedule. The Company has not received any written or oral notice to the effect that any lease will not be renewed at the termination of the term thereof or that any such lease will be renewed only at a substantially higher rent. All structural, mechanical and other physical systems, including but not limited to heating, ventilating, air conditioning, plumbing, electrical, mechanical, sewer and drainage systems at Company Premises are in good operating condition and repair. All water, sewer, gas, electric, telephone, drainage and other utilities required for use and operation of the Company Premises are connected to municipal or public utility services and are fully operable and adequate to service the operation of the business of the Company at the Company Prem...
Real Property Owned or Leased. (a) The Company does not own any real property.
(b) The Company leases the manufacturing and office facilities located at 0000 Xxxxx Xxxxxxxx Xxx, Xxx Xxxxxx, Xxxxxxxxx (the "Leased Property") upon terms and conditions contained in the lease agreement attached hereto and made a part here of as Schedule 3.14 (the "Lease").
(c) The Company represents that:
(i) The Lease is in full force and effect, and that, to the best of the Company's knowledge, the Company is not aware of any material default thereunder. To the best of the Company's knowledge, none of the rights or benefits accorded the Company under the Lease will be impaired by the Merger and no consent to the Merger is required from any other party to the Lease, and that after the Merger, the Lease will be and shall remain in full force and effect.
(ii) The Company has the right of quiet enjoyment to each parcel of Leased Property.
(iii) All improvements, fixtures, structures, machinery and equipment used by the Company in carrying on its business are located on the Leased Property.
(iv) The Company has the right to use the Leased Property for all of the operations now conducted therefrom and the Company, by virtue of the Lease, possesses all easements, licenses, rights of way and rights in, to, and over the Property which are necessary for the conduct of the business in the ordinary course. The Leased Property and Improvements are adequate and sufficient for all operations now conducted by the Company.
(v) Neither the whole nor any portion of any of the Leased Property is the subject of a pending condemnation or eminent domain proceeding, and to the best of the Company's knowledge, the Company does not know nor has any grounds to believe that any such condemnation or taking is threatened or contemplated.
(vi) None of the Leased Property is occupied by any entity or person other than the Company, nor does any other person or entity have any rights to occupy any portion of the Leased Property, except that certain space which is not exclusive to the Company, is leased to other tenants by the Landlord, none of which, however, interferes with the operations of the Company's business in its ordinary course as shown on Schedule 3.14(c)(vi).
(vii) Except for the Leased Property, the Company leases no other real property.
(viii) The Company's occupancy of the Leased Property is not in material violation of any law or regulation applicable thereto, nor has the Company, to the best of the Company's knowledge, re...
Real Property Owned or Leased. (i) Schedule 4.13 lists and describes briefly all real property that Company owns. Except as set forth on Schedule 4.13, with respect to each such parcel of owned real property:
(A) 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 and do not encroach on any easement which may burden the land, 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 of restricted area for which any permits or licenses necessary to the use thereof have not been obtained;
(B) there are no leases, subleases, licenses, concessions, or other agreements, written or oral, granting to any party or parties the right of use or occupancy of any portion of the parcel of real property;
(C) there are no outstanding options or rights of first refusal to purchase the parcel of real property, or any portion thereof or interest therein;
(D) there are no parties (other than the Company) in possession of the parcel of real property, other than tenants under any leases disclosed in Schedule 4.13 who are in possession of space to which they are entitled;
(E) all facilities located on the parcel of real property are supplied with utilities and other services necessary for the operation of such facilities, including gas, electricity, water, telephone, sanitary sewer, and storm sewer, all of which services are adequate to run the business of the Company as conducted and are provided via public roads or via permanent, irrevocable appurtenant easements benefiting the parcel of real property; and
(F) each parcel of real property abuts on and has direct vehicular access to a public road, or has access to a public road via a permanent, irrevocable, appurtenant easement benefiting the parcel of real property, and access to the property is provided by paved public right-of-way with adequate curb cuts available.
(ii) Schedule 4.13 lists and describes briefly all real property leased or subleased to the Company. The Seller has delivered to the Buyer correct and complete copies of the leases and subleases listed in Schedule 4.13 (as amended to date). Except as set forth on Schedule 4.13, with respect to each lease and sublease listed in Schedule 4.13:
(A) the lease or sublease is legal, valid, binding, enforceable, and...
Real Property Owned or Leased. The Company does not own any real property. Except as set forth in Section 2.8 of the Company Disclosure Schedule, the Company enjoys peaceful and undisturbed possession under all leases under which it is the lessee, and all said leases are valid and subsisting and in full force and effect, except with respect to Permitted Liens, or as could not reasonably be expected to have a Company Material Adverse Effect.
Real Property Owned or Leased. Neither the Company nor any ----------------------------- Company Subsidiary owns any real property. A list of all real property leased by the Company and each Company Subsidiary is set forth in Section 3.8 of the Company Disclosure Schedule. Except as set forth in Section 3.8 of the Company Disclosure Schedule, all such leased real property is held subject to written leases under which neither the Company nor any Company Subsidiary has received a written notice of any existing defaults or events of default or events which with notice or lapse of time or both would constitute defaults on the part of the Company or any Company Subsidiary, except for any such default which would not have, individually or in the aggregate, a Company Material Adverse Effect.
Real Property Owned or Leased. (a) Bank of York has delivered to Investar a true and complete list of all real property owned or leased by Bank of York, including properties that Bank of York has foreclosed on and all other real estate owned, as well as Bank of York’s premises and all improvements and fixtures thereon (the “Bank of York Real Property”). Bank of York has delivered or made available to Investar true and complete copies of all (i) deeds and leases for, or other documentation evidencing ownership of or a leasehold interest in, the Bank of York Real Property, and (ii) mortgages, deeds of trust and security agreements to which the Bank of York Real Property is subject.
(b) No lease or deed with respect to any Bank of York Real Property contains any restrictive covenant that materially restricts the use, transferability or value of such Bank of York Real Property pertaining to its current primary business purpose. Each such lease is a legal, valid and binding obligation, enforceable in accordance with its terms (except as may be limited by the Bankruptcy Exception), and is in full force and effect. Bank of York has not received any notice of claims of any defaults by Bank of York or the other party thereunder and, to the Knowledge of Bank of York, there are no allegations or assertions of such by any party under such agreement or any events that with notice lapse of time or the happening or occurrence of any other event would constitute a default thereunder.
(c) None of the buildings and structures located on any Bank of York Real Property, nor any appurtenances thereto or equipment therein, nor the operation or maintenance thereof, violates in any material manner any restrictive covenants or encroaches on any property owned by any other Person, nor does any building or structure of any other Person encroach upon any Bank of York Real Property. No condemnation proceeding is pending or, to Bank of York’s Knowledge, threatened, which could reasonably be expected to preclude or materially impair the use of any Bank of York Real Property in the manner in which it is currently being used.
(d) Bank of York has good and marketable title to, or a valid and enforceable leasehold interest in, or a contract vendee’s interest in, all Bank of York Real Property, and such interest is free and clear of all liens, charges or other encumbrances, except (i) statutory liens for amounts not yet delinquent or which are being contested in good faith through proper proceedings and (ii) those liens r...