Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 3 contracts
Samples: Merger Agreement (Noble Corp PLC), Merger Agreement (Diamond Offshore Drilling, Inc.), Merger Agreement (Diamond Offshore Drilling, Inc.)
Real Property; Personal Property. Section 4.16 (a) Section 3.14(a) of the Company Disclosure Letter lists Schedule sets forth the address of each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”Property (as defined below). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to haveas, individually or in the aggregate, a Company Material Adverse Effect, would not reasonably be expected to be material to the Company or Group, taken as a Significant Subsidiary of whole, (i) the Company has good good, valid and valid marketable fee simple title to all of real property (together with all buildings, structures, Improvements and fixtures located thereon, and all easements and other rights and interests appurtenant thereto) owned by the Company Group (collectively, the “Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case ”) free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) neither the Company nor any of its Significant Company Subsidiaries has leased have leased, subleased, licensed or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Owned Real Property, and the Leased Real Property or any portion thereof, (iii) the Company has a valid leasehold estate in all real property leased, subleased or licensed (whether as landlord, sub-landlord or licensor) by the Company Group (collectively, the “Leased Real Property”), and, to the knowledge of the Company, there are no outstanding adverse or other parties (other than the Company or party under a Real Property Lease) in possession of the Leased Real Property, (iv) neither Company nor any Company Subsidiary has granted options, rights of first offer or rights of first refusal to purchase all such Owned Real Property (or any material portion ofthereof or interest therein), or material interest in, and (v) neither the Company nor any Company Owned Subsidiary is a party to any agreement or option to purchase any real property or interest therein.
(b) Section 3.14(b) of the Company Disclosure Schedule sets forth the address of each Leased Real PropertyProperty as of the date of this Agreement, and a true and complete list of all Real Property Leases (as defined in Section 3.17(a)(ii) below). Neither the Company nor any of its Significant Subsidiaries is has collaterally assigned or granted any other security interest in breach of the Real Property Leases or default under the terms of any other security interest in such Real Property Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiariesinterest therein and there are no Liens (other than Permitted Liens) on the estate or interest created by such Real Property Lease, in each case, where except for such breaches or defaults would have or would reasonably be expected to haveLiens that, individually or in the aggregate, would not reasonably be expected to be material to the Company Group, taken as a whole.
(c) The Owned Real Property identified in Section 3.14(a) of the Company Material Adverse EffectDisclosure Schedule and the Leased Real Property identified in Section 3.14(b) of the Company Disclosure Schedule (collectively, the “Real Property”) comprise all of the real property used as of the date of this Agreement in the business of the Company or any of its Subsidiaries, as currently conducted. To There is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Knowledge knowledge of the Company, no other parties to threatened, affecting any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches portion thereof or defaults would have or would reasonably be expected to haveinterest therein, that, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to havebe material to the Company Group, taken as a whole. All buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company or any of its Subsidiaries, except for such conditions, individually or in the aggregate, that would not reasonably be expected to be material to the Company Group, taken as a Company Material Adverse Effectwhole. To the knowledge of the Company, each Lease there are no material structural deficiencies or latent defects affecting any of Company Leased Real Property is a valid the Improvements as of the date of this Agreement and binding obligation there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company or any of its Subsidiaries.
(d) Except as would not reasonably be expected to be material to the Significant Subsidiary Company Group, taken as a whole, the Company has good title to, or a valid leasehold interest in, the tangible personal assets and properties required for use by the Company Group in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens. Except as would not reasonably be expected to be material to the Company Group, taken as a whole, all such tangible personal assets and properties are in good operating condition and repair (except for ordinary wear and tear) as of the date of this Agreement. The assets, properties, interests and rights of the Company which is party thereto andGroup (leased and owned) constitute all of the assets, properties, interests and rights that are sufficient for the conduct of the business of the Company in all material respects in the manner and to the Knowledge extent now conducted.
(e) The Company is in possession of the Company, title insurance policies with respect to each Owned Real Property. A copy of each other party thereto, and is in full force and effect, except that such enforcement may be subject title insurance policy has been made available to the Enforceability ExceptionsSubscriber. No written claim has been made by the Company Group against any such title insurance policy, which, individually or in the aggregate, would be material to any Owned Real Property.
Appears in 2 contracts
Samples: Sale and Subscription Agreement (Allegro Microsystems, Inc.), Sale and Subscription Agreement (Allegro Microsystems, Inc.)
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each (a) (i) The PubCo Entities and their respective Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material to (including all buildings, fixtures and other improvements thereto) used by the business of the Company PubCo Entities and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant their respective Subsidiaries (the “Company Leased PubCo Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except ii) except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company PubCo Material Adverse Effect, the Company ownership of or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned leasehold interest in any PubCo Real Property and has valid leasehold or sub-leasehold interests is not subject to any Lien (except in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except cases for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company PubCo Material Adverse Effect, neither the Company PubCo nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any PubCo Real Property or any material portion thereof, other than the right of the Company Real Propertypursuant to this Agreement, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all any PubCo Real Property or any material portion ofthereof or interest therein, or material interest inand except for this Agreement, any Company Owned Real Property. Neither neither the Company nor any of its Significant Subsidiaries is in breach of a party to any Contract to sell, transfer or default under the terms of encumber any Lease that is material to the business of the Company and its Significant Subsidiaries, taken PubCo Real Property.
(b) Except as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company PubCo Material Adverse Effect, each Lease of the material leases, subleases and other agreements under which the Company Leased or any of its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any material real property (the “PubCo Real Property Leases”) is a valid and binding obligation (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and no termination event or condition or uncured default on the part of the Company or the Significant Subsidiary its Subsidiaries exists under any PubCo Real Property Lease.
(i) The PubCo Entities and their respective Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material PubCo Assets and (ii) none of the Company which PubCo’s nor any of its Subsidiaries’ ownership of or leasehold interest in any such material PubCo Assets is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Bruush Oral Care Inc.), Merger Agreement (Bruush Oral Care Inc.)
Real Property; Personal Property. Section 4.16 5.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of the Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 2 contracts
Samples: Business Combination Agreement (Noble Corp), Business Combination Agreement
Real Property; Personal Property. (a) Neither the Company nor any of its Subsidiaries own any real property. Except as set forth in Section 4.16 4.11(a) of the Disclosure Schedule, the Company Disclosure Letter lists each and/or one or more of the Subsidiaries, as applicable, enjoys good and valid leasehold or subleasehold interest of all real property that is material leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased other occupancy arrangements) by the Company or its Significant Subsidiaries any Subsidiary (collectively, including the improvements thereon, the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company .
(b) All Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto in use, or partly in use, as a medical institution is under currently effective written lease contracts, and, to the Knowledge of the Company, the lessor has legal title to and has the right to lease such assets to the relevant Subsidiary of each other party theretothe Company, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions. Except as would not constitute, individually or in the aggregate, a Material Adverse Effect, each Subsidiary of the Company has the lawful right to use the Leased Real Property for its business and the Leased Real Property is fit to be so used, in each case for its business as conducted on the date of this Agreement.
(c) The Group Companies’ possession of the Leased Real Property has not been disturbed and, to the Knowledge of the Company, (i) there are no ongoing and unsettled disputes with respect to any Leased Real Property, and (ii) except as would not constitute, individually or in the aggregate, a Material Adverse Effect, there are no applicable Laws in effect that would prevent or limit any Subsidiary from conducting its operations on the Leased Real Property as they are currently conducted.
(d) To the Knowledge of the Company, except as would not constitute, individually or in the aggregate, a Material Adverse Effect, each Leased Real Property currently in use by any of Group Company has validly passed all relevant completion and acceptance tests necessary for the use of the relevant Leased Real Property by the relevant Group Company, including tests in respect of environmental protection, safety and fire control, and are capable of satisfying their intended operational purposes.
(e) Except as would not constitute, individually or in the aggregate, a Material Adverse Effect, each of the Group Companies has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (New Frontier Public Holding Ltd.), Merger Agreement (New Frontier Health Corp)
Real Property; Personal Property. (a) Section 4.16 3.17(a) of the Company Disclosure Letter lists contains a list of each parcel of real property that is material to the business of owned by the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and) and identifies which of the Company and its Subsidiaries holds title thereto. The Company Owned Real Property, together with the Company Leased Real Property, constitutes all of the real property used or occupied by the Company and its Subsidiaries. Each of the Company or its Subsidiary, as applicable and as identified in Section 3.17(a) of the Company Disclosure Letter, has good, valid and marketable title to the Company Owned Real Property, free and clear of any Liens or other matters affecting title to the Company Owned Real Property other than Permitted Liens. With respect to each Company Owned Real Property:
(i) none of the Company or any Subsidiary has leased or licensed or otherwise granted or permitted use or occupancy of any portion of the Company Owned Real Property to any Person (and, to the Company’s Knowledge, no Person (other than the Company or its applicable Subsidiary) is entitled to possess any portion of the Company Owned Real Property other than pursuant to any instruments recorded against the Company Owned Real Property in the applicable land records) or has subleased or licensed or otherwise granted or permitted use or occupancy of any portion of the Company Leased Real Property to any Person;
(ii) neither the Company nor any Subsidiary is obligated under or a party to, any option, right of first refusal, right of first offer or other contractual obligation to purchase, acquire, sell or dispose of the Company Owned Real Property or any portion thereof or interest therein;
(iii) neither the Company nor any of its Subsidiaries has received any written notice of any, and to the Company’s Knowledge, there are no pending or threatened, Proceedings which would reasonably be expected to materially adversely affect any portion of the Company Owned Real Property or its present or intended use;
(iv) neither the Company nor any of its Subsidiaries has received any written notice of, and to the Company’s Knowledge, there are no pending or threatened condemnation Proceedings (or other similar Proceedings in the nature of eminent domain) of any kind relating to any portion of any Company Owned Real Property;
(v) neither the Company nor any of its Subsidiaries have received any written notice of, and to the Company’s Knowledge, there are no currently pending (i) public improvements or rezoning measures that would be reasonably likely to materially adversely affect the value or current use of any Company Owned Real Property, or (ii) special assessments that would be reasonably likely to materially adversely affect any Company Owned Real Property; and
(vi) neither the Company nor its Subsidiaries have delivered, nor, to the Company’s Knowledge, do there exist, any deeds, deeds of trust, mortgages, or any other Contracts adversely affecting the Company’s and/or its Subsidiaries’ title to the Company Owned Real Property that have not been recorded in the applicable land records.
(b) Section 3.17(b) of the Company Disclosure Letter contains a list of (x) each parcel of real property (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”) subject to a lease, sublease, ground lease, license, use agreement and other agreement (other than Contracts entered into in the ordinary course of business for the storage of railcars or rolling stock that are not material) establishing the rights and interests of the Company and its Subsidiaries with respect to such Company Leased Real Property (collectively, together with all modifications, amendments, supplements, replacements, restatements, waivers, side letters, and guaranties thereto or thereof, the “Company Leases”), and (y) each Company Lease. The Company Real Property compriseshas made available to Parent copies of all Company Leases, which copies are true and correct in all material respects, all and the Company Leases set forth on Section 3.17(b) of the real Company Disclosure Letter constitute the entire agreement between the Company and its Subsidiaries (as applicable), on the one hand, and the applicable counterparty, on the other hand, with respect to all Company Leased Real Property. The Company Leases are (assuming the due authorization, execution and delivery thereof by the other parties thereto) in full force and effect and valid, binding and enforceable with respect to the Company or a Subsidiary, as applicable, and, to the Company’s Knowledge, the other parties thereto, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, receivership and other Laws of general application affecting the rights and remedies of creditors, and (ii) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or law). There does not exist under any Company Lease any default (nor to the Company’s Knowledge is there any event or condition that would constitute a material default after notice, lapse or time, or both) by the Company or any Subsidiary, nor, to the Company’s Knowledge, by any other party thereto.
(c) The Company or its Subsidiaries owns good and marketable title to, or a valid leasehold interest in, all tangible personal property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries’ respective businesses as reflected in the Company’s consolidated financial statements, taken as a wholein each case, free and clear of all Liens other than Permitted Liens.
(d) The Company has been made available to Parent prior to copies that are true and complete in all material respects of (i) the date of this Agreement. Except deed and/or other instruments (as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, recorded) by which the Company or a Significant its applicable Subsidiary of the Company has good and valid title to all of acquired the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good (ii) any title insurance policies and/or surveys with respect to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or the extent same are in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of possession or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation control of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsits Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (American Railcar Industries, Inc.), Merger Agreement (Icahn Enterprises Holdings L.P.)
Real Property; Personal Property. Section 4.16 of (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company Disclosure Letter lists each and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material to (including all buildings, fixtures and other improvements thereto) used by the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The ) and (ii) the ownership of or leasehold interest in any Company Real Property comprises, is not subject to any Lien (except in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreementcases for Permitted Liens). Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any Company Real Property or any material portion thereof, other than the right of the Company Real PropertyParent pursuant to this Agreement, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all any Company Real Property or any material portion ofthereof or interest therein, or material interest inand except for this Agreement, any Company Owned Real Property. Neither neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of a party to any Lease that is material Contract to the business of the Company and its Significant Subsidiariessell, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of timetransfer, or both, encumber any Company Real Property.
(b) Except as would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge , each of the Companymaterial leases, no subleases and other parties agreements under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any Leases of material real property (the “Company Leased Real Property are in breach Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and no termination event or condition or uncured default on the part of the Company or its Subsidiaries exists under the terms of any such Leases where such breaches or defaults Company Real Property Lease.
(c) Except as would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of (i) the Company Leased Real Property is and its Subsidiaries have good and marketable title to, or a valid and binding obligation of the enforceable leasehold interest in, all Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge Assets and (ii) none of the Company, ’s or any of each other party thereto, and its Subsidiaries’ ownership of or leasehold interest in any such Company Assets is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Ikonics Corp), Merger Agreement (Ikonics Corp)
Real Property; Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 4.16 2.15(b) of the Company Disclosure Letter lists each real property that is material to the business sets forth a true, correct and complete list, as of the Company Agreement Date, of all existing material leases, subleases, licenses and its Significant Subsidiaries, taken as a whole, that is leased by other agreements pursuant to which the Company or any of its Significant Subsidiaries uses or occupies, or has the right to occupy, now or in the future, any real property (such property, the “Company Leased Real Property”) ” and each real property owned in fee by the Company such lease, sublease, license or its Significant Subsidiaries (the other agreement, a “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real PropertyLease”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to true, correct and complete copies of all Leases (including all material modifications, amendments, guaranties and supplements thereto). Each Lease is in full force and effect and is binding upon the date of this AgreementCompany or its Subsidiary, as applicable. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has a valid leasehold or sub-leasehold interests interest in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries Subsidiary has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Leased Real Property. The Leased Real Property constitutes all real property used in the conduct of the business of the Company.
(c) To the knowledge of the Company, and there are no outstanding optionsevent or condition exists that constitutes or, rights after notice or lapse of first offer time or rights both, will constitute, a default on the part of first refusal to purchase all the Company or any of its Subsidiaries under any Lease or give any other party to any such Lease the right to terminate or cancel such Lease. Neither the Company nor its Subsidiaries have received written notice within the 12 months preceding the Agreement Date of any material portion of, or material interest in, default under any Company Owned Real PropertyLease. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms Subsidiary has received any written notice of any Lease that is proposed or pending condemnation or eminent domain proceedings with respect to any material to the business part of the Company and its Significant Subsidiaries, taken Leased Real Property.
(d) Except as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease the Company owns, and has good and valid title to, all material personal property purported to be owned by it (free and clear of all Liens, except for Permitted Liens), including all material personal property reflected on the Company Leased Real Property is a valid and binding obligation Financial Statements (except for personal property sold or otherwise disposed of in the ordinary course since the date of the Company Financial Statements and any fixtures). This Section 2.15(d) does not address and will not be construed as a representation or the Significant Subsidiary of the Company warranty regarding Intellectual Property (which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is are solely addressed in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsSection 2.12).
Appears in 2 contracts
Samples: Merger Agreement (Electronic Arts Inc.), Merger Agreement (Glu Mobile Inc)
Real Property; Personal Property. (a) The Company and its Subsidiaries do not hold, and have never held, fee or comparable title to any real property. The Company and its Subsidiaries have good and legal title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by them. None of the Company’s and any of its Subsidiaries’ ownership of or leasehold interest in any such property is subject to any material Lien.
(b) Section 4.16 3.24(b) of the Company Disclosure Letter lists each real property that is material to the business sets forth, as of the Company date of the Original Agreement, a list (identifying the names of the parties, the term, the address and its Significant Subsidiariesthe use thereof) of each of the leases, taken as a whole, that is leased by subleases and other agreements (and any amendments thereto) under which the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries uses or occupies or has leased or otherwise granted to any Person the right to use or occupy all occupy, now or in the future, any material portion of real property (“Company Leases”) and the Company Real Property, has made available to Parent correct and there are no outstanding options, rights complete copies of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any each Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease providing for lease payments by the Company or any of its Significant Subsidiaries, in each case, where such breaches Subsidiaries of $100,000 or defaults would have or would reasonably be expected to have, individually or in the aggregate, a more per year. Each Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of providing for lease payments by the Company or any of its Subsidiaries of $100,000 or more per year is valid, binding and enforceable, subject to the Significant Subsidiary of the Company which is party thereto Bankruptcy and Equity Exception and, to the Knowledge of the Company, no termination event or condition or uncured default on the part of each other party theretothe Company or any such Subsidiary exists under any Company Lease providing for lease payments by the Company or any of its Subsidiaries of $100,000 or more per year.
(c) The Company and its Subsidiaries have good and legal title to, or a valid and enforceable leasehold interest in, all material personal assets used by them sufficient to conduct their respective businesses as currently conducted, except where the failure to have such title to or interest in such assets would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company’s and any of its Subsidiaries’ ownership of or leasehold interest in any such personal assets is subject to any material Liens.
(d) The Company or its Subsidiaries currently occupy all of the sites leased under the Company Leases (the “Company Facilities”) for the operation of their business, and is there are no other parties occupying, or with a right to occupy, any of the Company Facilities. The Company Facilities are in full force condition and effectrepair suitable for the conduct of the business as presently conducted therein, except that where the failure to be in such enforcement may suitable condition and repair would not reasonably be subject expected to be material to the Enforceability ExceptionsCompany and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries could reasonably be required to expend more than $250,000 in causing any Company Facilities to comply with the surrender conditions set forth in the applicable Company Lease.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (CSR PLC), Agreement and Plan of Merger (Zoran Corp \De\)
Real Property; Personal Property. Section 4.16 (a) Neither any Company Entity nor any of its Subsidiaries owns any real property. Schedule 4.6(a) sets forth the Company Disclosure Letter lists address of each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, and a true and complete list of all material lease, sublease and license agreements (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) to which each Company Entity or any of its Subsidiaries is bound as a party with respect to any Leased Real Property (the “Company Real PropertyProperty Leases”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A Seller has delivered to Purchaser a true and complete copy of each Lease of Company Leased such Real Property that is Lease document, and in the case of any oral Real Property Lease, a written summary of the material terms of such Lease. All Real Property Leases are valid, binding and in full force and effect and are enforceable, subject to the business General Enforceability Exceptions, against such Company Entity or one of the Company and its Significant Subsidiaries, taken as a wholethe case may be, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending orand, to the Knowledge of the CompanyCompany Entities, threatened condemnationthe other party thereto, eminent domain or similar proceedings affecting any material portion in accordance with their terms. None of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have Entities or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant their Subsidiaries has leased have subleased, licensed or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Leased Real Property. Neither The Company Entities and their Subsidiaries, as applicable, own title to, or have valid leasehold or license interests in, all of the real property and tangible and intangible personal properties utilized by such Company nor Entity and/or its Subsidiaries in the ownership or operation of their respective businesses.
(b) Except as set forth on Schedule 4.6(b), no Liens (other than Permitted Liens) exist on any Company Entity’s or its Subsidiaries’ assets or properties. All Personal Property Leases of each Company Entity are valid, binding, and in full force and effect and are enforceable against such Company Entity or one of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material Subsidiaries, subject to the business of General Enforceability Exceptions, as the Company and its Significant Subsidiariescase may be, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the CompanyCompany Entities, of each the other party thereto, and is in full force and effectaccordance with their terms. To the Knowledge of the Company Entities, except that such enforcement may be subject there are no material defaults existing under any of the Personal Property Leases on the part of any party thereto.
(c) Since January 1, 2013, no Company Entity has commissioned or received any environmental site assessment reports relating to the Enforceability ExceptionsLeased Real Property.
Appears in 2 contracts
Samples: Stock Purchase Agreement, Stock Purchase Agreement (CEB Inc.)
Real Property; Personal Property. Section 4.16 (a) Set forth in Section 3.22(a) of the Company PRE Disclosure Letter lists each is a complete list of real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company it or its Significant Subsidiaries own (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company With respect to each Owned Real Property comprisesProperty, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property except for such matters that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company : (i) it or a Significant its respective Subsidiary of the Company has good and valid clear record and marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal such property, in each case free and clear of all Liens any Lien other than Permitted Encumbrances; and (except for Permitted Liens). There is ii) there are no pending oroutstanding options or right of first refusal to purchase the Owned Real Property, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property orProperty, or interest therein.
(b) It and its Subsidiaries have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) material to the Knowledge conduct of the Company, any material portion of the Company Leased Real Propertytheir respective businesses as such businesses are currently being conducted. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither it nor any of its Significant Subsidiaries’ leasehold interest in any such real property is subject to any Lien, except for Permitted Encumbrances. None of it or any of its Subsidiaries is in material breach of, or material default under, or has received written notice of any material breach of, or material default under, any Real Property Lease, agreement evidencing any Lien or other agreement affecting any lease, license, or sublease or other agreement (“Real Property Lease”) under which it or any of its Subsidiaries uses or occupies or has a right to use or occupy now or in the future, any real property (“Leased Real Property”), which default remains uncured as of the date of this Agreement.
(c) Each Real Property Lease is valid, binding and in full force and effect, and no termination event or condition or uncured material breach or default on the part of it or any of its Subsidiaries exists under any Real Property Lease. No option has been exercised by it or any of its Subsidiaries under any Real Property Lease, and neither it nor any of its Subsidiaries has leased subleased, licensed or otherwise granted to any Person the right to use or occupy all the Leased Real Property or any material portion thereof. None of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company it or any of its Significant SubsidiariesSubsidiaries has sold, in each caseassigned, where such breaches transferred, pledged or defaults would have created or would reasonably be expected to have, individually suffered a Lien (except for Permitted Encumbrances) on all or any part of its leasehold interest in the aggregate, a Company Material Adverse EffectLeased Real Property. To the Knowledge As of the Companydate hereof, to its Knowledge, no other parties landlord under any Real Property Lease has indicated that it will not grant its consent to any Leases the sublease of Company the respective Leased Real Property are in breach or assignment of such Real Property Lease by the tenant thereunder, or default under the terms that such landlord will condition its granting of any such Leases where such breaches or defaults would have or would reasonably be expected to haveconsent on the payment of any non de minimis fee.
(d) The Owned Real Property, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation any buildings or equipment thereon owned or leased by it or its Subsidiaries have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of the Company or the Significant Subsidiary use of the Company which is party thereto same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses, and, to in the Knowledge case of buildings (including the Companyroofs thereof), of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsare structurally sound.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Exor S.p.A.), Merger Agreement (Partnerre LTD)
Real Property; Personal Property. (a) Set forth in Section 4.16 3.22(a) of the Company its Disclosure Letter lists each is a complete list of real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company it or its Significant Subsidiaries own (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company With respect to each Owned Real Property comprisesProperty, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property except for such matters that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company : (i) it or a Significant its respective Subsidiary of the Company has good and valid clear record and marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal such property, in each case free and clear of all Liens any Lien other than Permitted Encumbrances and (except for Permitted Liens). There is ii) there are no pending oroutstanding options or right of first refusal to purchase the Owned Real Property, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property orProperty, or interest therein.
(b) It and its Subsidiaries have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) material to the Knowledge conduct of the Company, any material portion of the Company Leased Real Propertytheir respective businesses as such businesses are currently being conducted. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither its nor any of its Significant Subsidiaries’ leasehold interest in any such real property is subject to any Lien, except for Permitted Encumbrances. None of it or any of its Subsidiaries is in material breach of, or material default under, or has received written notice of any material breach of, or material default under, any Real Property Lease, agreement evidencing any Lien or other agreement affecting any lease, license, or sublease or other agreement (“Real Property Lease”) under which it or any of its Subsidiaries uses or occupies or has a right to use or occupy now or in the future, any real property (“Leased Real Property”), which default remains uncured as of the date of this Agreement.
(c) Each Real Property Lease is valid, binding and in full force and effect, and no termination event or condition or uncured material breach or default on the part of it or any of its Subsidiaries exists under any Real Property Lease. No option has been exercised by it or any of its Subsidiaries under any Real Property Lease, and neither it nor any of its Subsidiaries has leased subleased, licensed or otherwise granted to any Person the right to use or occupy all the Leased Real Property or any material portion thereof. None of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company it or any of its Significant SubsidiariesSubsidiaries has sold, in each caseassigned, where such breaches transferred, pledged or defaults would have created or would reasonably be expected to have, individually suffered a Lien (except for Permitted Encumbrances) on all or any part of its leasehold interest in the aggregate, a Company Material Adverse EffectLeased Real Property. To the Knowledge As of the Companydate hereof, to its Knowledge, no other parties landlord under any Real Property Lease has indicated that it will not grant its consent to any Leases the sublease of Company the respective Leased Real Property are in breach or assignment of such Real Property Lease by the tenant thereunder, or default under the terms that such landlord will condition its granting of any such Leases where such breaches or defaults would have or would reasonably be expected to haveconsent on the payment of any non de minimis fee.
(d) The Owned Real Property, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation any buildings or equipment thereon owned or leased by it or its Subsidiaries have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of the Company or the Significant Subsidiary use of the Company which is party thereto same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses, and, to in the Knowledge case of buildings (including the Companyroofs thereof), of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsare structurally sound.
Appears in 2 contracts
Samples: Agreement and Plan of Amalgamation (Partnerre LTD), Agreement and Plan of Amalgamation (Axis Capital Holdings LTD)
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”a) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, (i) the Company Parent Entities and their respective Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a Significant Subsidiary valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by the business of the Company has good Parent Entities and valid title to all their respective Subsidiaries (the “Parent Real Property”) and (ii) the ownership of the Company Owned or leasehold interest in any Parent Real Property and has valid leasehold or sub-leasehold interests is not subject to any Lien (except in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except cases for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Parent Material Adverse Effect, neither the Company Parent nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any Parent Real Property or any material portion thereof, other than the right of the Company Real Propertypursuant to this Agreement, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all any Parent Real Property or any material portion ofthereof or interest therein, or material interest inand except for this Agreement, any Company Owned Real Property. Neither neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of a party to any Lease that is material Contract to the business of the Company and its Significant Subsidiariessell, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of timetransfer, or both, encumber any Parent Real Property.
(b) Except as would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to havehave a Parent Material Adverse Effect, each of the material leases, subleases and other agreements under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any material real property (the “Parent Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and no termination event or condition or uncured default on the part of the Company or its Subsidiaries exists under any Parent Real Property Lease.
(c) Except as would not, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is (i) the Parent Entities and their respective Subsidiaries have good and marketable title to, or a valid and binding obligation enforceable leasehold interest in, all Parent Assets and (ii) none of the Company Parent’s or the Significant Subsidiary any of the Company which its Subsidiaries’ ownership of or leasehold interest in any such Parent Assets is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Ikonics Corp), Merger Agreement (Ikonics Corp)
Real Property; Personal Property. Section 4.16 (a) Company Disclosure Schedule 4.8(a) sets forth a complete and correct list as of the Company Disclosure Letter lists each date of this Agreement of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, the “Company Leased Owned Real Property”) and and, for each real property owned in fee by the Company or its Significant Subsidiaries (the “Company parcel of Owned Real Property”; and, together with identifies the Company Leased street address of such Owned Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this AgreementAgreement copies of the most current title reports in its possession for the parcels of Owned Real Property.
(b) Company Disclosure Schedule 4.8(b) sets forth a complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the “Leased Real Property”) and, for each parcel of Leased Real Property, identifies the street address of such Leased Real Property. The Company has made available to Parent prior to the execution of this Agreement complete and correct copies of all Real Property Leases for the Leased Real Property (including all material amendments thereto).
(c) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, be material to the operations of the Company and the Company Subsidiaries taken as a Company Material Adverse Effectwhole, the Company and/or one or a Significant Subsidiary more of the Company Subsidiaries as applicable has good and valid indefeasible fee simple title to all of the Company Owned Real Property and, to the Company’s Knowledge, enjoys peaceful and has valid leasehold or sub-leasehold interests in undisturbed possession of all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens other than Permitted Liens.
(except d) Except (i) for the Real Property Leases or (ii) for Permitted Liens). There , as of the date of this Agreement, none of the Owned Real Properties or Leased Real Properties is no pending orsubject to any lease, sublease, license or other agreement granting to any Person (other than the Company or any Company Subsidiary) any right to the Knowledge use or occupancy of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company such Owned Real Property or, to the Knowledge of the Company, any material portion of the Company or Leased Real Property. Property or any part thereof.
(e) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would be reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of and the Company which is party thereto andSubsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the Knowledge tangible personal property assets and properties used or held for use by it in connection with the conduct of its business as conducted on the Companydate of this Agreement, free and clear of each all Liens other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsthan Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (RR Donnelley & Sons Co), Merger Agreement (Consolidated Graphics Inc /Tx/)
Real Property; Personal Property. Section 4.16 of (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company Disclosure Letter lists each and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material (including all buildings, fixtures and other improvements to such property) used by the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The ) and (ii) the ownership of or leasehold interest in any Company Real Property comprises, is not subject to any Lien (except in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreementcases for Permitted Liens). Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any Company Real Property or any material portion of the any Company Real Property, and other than the right of the Parent Entities pursuant to this Agreement, there are no outstanding options, rights of first offer or rights of first refusal to purchase all any Company Real Property or any material portion of, of or material interest in, in any Company Owned Real Property. Neither , and except for this Agreement, neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of a party to any Lease that is material Contract to the business of the Company and its Significant Subsidiariessell, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of timetransfer, or both, encumber any Company Real Property.
(b) Except as would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge , each of the Companymaterial leases, no subleases and other parties to agreements under which the Company or any Leases of its Subsidiaries use or occupy, any material real property (the “Company Leased Real Property are in breach Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and no termination event or condition or uncured default on the part of the Company or its Subsidiaries exists under the terms of any such Leases where such breaches or defaults Company Real Property Lease.
(c) Except as would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of (i) the Company Leased Real Property is and its Subsidiaries have good and marketable title to, or a valid and binding obligation of the enforceable leasehold interest in, all Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge Assets and (ii) none of the Company, ’s or any of each other party thereto, and its Subsidiaries’ ownership of or leasehold interest in any such Company Assets is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Vivakor, Inc.), Merger Agreement (SilverSun Technologies, Inc.)
Real Property; Personal Property. (a) Section 4.16 3.15(a) of the Company Disclosure Letter lists each sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary that is material to the business of Company and the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries whole (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all ) as of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Company Subsidiary has good, valid and marketable fee title to or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets free and clear of all Liens, except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not decrease the value of such properties and assets or interfere with its ability to conduct its business as currently conducted.
(b) Section 3.15(b) of the Company has good Disclosure Letter sets forth a correct and valid title complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to all any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements), in each case, that is material to the Company and the Company Subsidiaries, taken as a whole (the “Company Leased Real Property”) as of the date of this Agreement. The Company Owned Real Property has provided Parent a correct and has complete copy of each such Lease, and all amendments thereto.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each Company Subsidiary, as applicable, have valid leasehold or sub-leasehold sublease interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens). There , and (ii) the Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease for any Company Leased Real Property is no pending ora valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, threatened condemnationthe other parties thereto (provided, eminent domain however, that (x) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar proceedings affecting any material portion Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (y) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Company Owned Real Property or, to the Knowledge of the Company, court before which any material portion of the Company Leased Real Property. Proceeding therefor may be brought).
(e) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries Company Subsidiary has leased or otherwise granted to received any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion ofwritten communication from, or material interest indelivered any written communication to, any other party to a Lease for any Company Leased Real Property alleging that the Company, any Company Owned Real Property. Neither Subsidiary or such other party, as the Company nor any of its Significant Subsidiaries case may be, is in breach or violation of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken such Lease.
(f) Except as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To : (i) to the Knowledge of the Company, no Person, other parties to than the Company or any Leases Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property are in breach Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or default under option with respect to the terms purchase or sale of any such Leases where such breaches real property or defaults would have or would reasonably be expected to haveinterest therein, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of each other party thereto, and is the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionslieu thereof.
Appears in 2 contracts
Samples: Merger Agreement (Seagen Inc.), Merger Agreement (Pfizer Inc)
Real Property; Personal Property. (a) The Company does not own any real property.
(b) Section 4.16 3.10(b) of the Company Sellers Disclosure Letter lists each Schedule sets forth a complete and accurate list of: (i) all real property that is material leased, subleased, licensed or otherwise used, operated or occupied (whether as tenant, subtenant or pursuant to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased other occupancy arrangements) by the Company or its Significant Subsidiaries (collectively, including the buildings, improvements and fixtures located thereon, the “Company Leased Real Property”), including the street address of each Leased Real Property; and (ii) and each real property owned in fee by Contract pursuant to which the Company holds any Leased Real Property as landlord, sublandlord, tenant, subtenant, occupant or its Significant Subsidiaries otherwise (the each, a “Company Owned Real PropertyProperty Lease”; and), together with the including all currently effective amendments and modifications thereto.
(c) The Company has a valid leasehold or subleasehold interest in (or a valid right to use and occupy), and enjoys peaceful and undisturbed possession of, each Company Leased Real Property, the “Company Real Property”). The Company Real Property comprisesin each case, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business Knowledge of the Company and its Significant SubsidiariesSellers, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion All rent (including base rent and additional rent) payable under each of the Company Real PropertyProperty Leases has been paid to date.
(d) Except: (i) for and as provided in the Company Real Property Leases; and (ii) for Permitted Liens, and there are no outstanding optionsthe Company has not entered into any lease, rights sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy of first offer or rights of first refusal to purchase all such Company Leased Real Property or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. part thereof.
(e) To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse EffectSellers, each Lease of Company Leased Real Property is a valid adequately served by proper utilities and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto other building services necessary for its current use, and, to the Knowledge of Sellers, all of the Companybuildings and structures located at the Company Leased Real Property are structurally sound with no material defects and are in good operating condition.
(f) Sellers have not received written notice of any existing or pending condemnation, of each other party theretoeminent domain or takings proceeding and, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsSellers’ Knowledge, have not been threatened with such action that would affect any Company Leased Real Property.
(g) The Company has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all material tangible personal property used or held for use by it in connection with the conduct of its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TILT Holdings Inc.), Agreement and Plan of Merger (TILT Holdings Inc.)
Real Property; Personal Property. (a) The Company and its Subsidiaries do not hold, and have never held, fee or comparable title to any real property. The Company and its Subsidiaries have good and legal title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by them. None of the Company’s and any of its Subsidiaries’ ownership of or leasehold interest in any such property is subject to any material Lien.
(b) Section 4.16 3.24(b) of the Company Disclosure Letter lists each real property that is material to the business sets forth, as of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectlist (identifying the names of the parties, the term, the address and the use thereof) of each of the leases, subleases and other agreements (and any amendments thereto) under which the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries uses or occupies or has leased or otherwise granted to any Person the right to use or occupy all occupy, now or in the future, any material portion of real property (“Company Leases”) and the Company Real Property, has made available to Parent correct and there are no outstanding options, rights complete copies of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any each Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease providing for lease payments by the Company or any of its Significant Subsidiaries, in each case, where such breaches Subsidiaries of $100,000 or defaults would have or would reasonably be expected to have, individually or in the aggregate, a more per year. Each Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of providing for lease payments by the Company or any of its Subsidiaries of $100,000 or more per year is valid, binding and enforceable, subject to the Significant Subsidiary of the Company which is party thereto Bankruptcy and Equity Exception and, to the Knowledge of the Company, no termination event or condition or uncured default on the part of each other party theretothe Company or any such Subsidiary exists under any Company Lease providing for lease payments by the Company or any of its Subsidiaries of $100,000 or more per year.
(c) The Company and its Subsidiaries have good and legal title to, or a valid and enforceable leasehold interest in, all material personal assets used by them sufficient to conduct their respective businesses as currently conducted, except where the failure to have such title to or interest in such assets would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole. None of the Company’s and any of its Subsidiaries’ ownership of or leasehold interest in any such personal assets is subject to any material Liens.
(d) The Company or its Subsidiaries currently occupy all of the sites leased under the Company Leases (the “Company Facilities”) for the operation of their business, and is there are no other parties occupying, or with a right to occupy, any of the Company Facilities. The Company Facilities are in full force condition and effectrepair suitable for the conduct of the business as presently conducted therein, except that where the failure to be in such enforcement may suitable condition and repair would not reasonably be subject expected to be material to the Enforceability ExceptionsCompany and its Subsidiaries, taken as a whole. Neither the Company nor any of its Subsidiaries could reasonably be required to expend more than $250,000 in causing any Company Facilities to comply with the surrender conditions set forth in the applicable Company Lease.
Appears in 2 contracts
Samples: Merger Agreement (CSR PLC), Merger Agreement (Zoran Corp \De\)
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each (i) The Buyer and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material to (including all buildings, fixtures and other improvements thereto) used by the business of the Company Buyer and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Buyer Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except ii) except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Buyer Material Adverse Effect, the Company ownership of or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned leasehold interest in any Buyer Real Property and has valid leasehold or sub-leasehold interests is not subject to any Lien (except in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except cases for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Buyer Material Adverse Effect, neither the Company Buyer nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any Buyer Real Property or any material portion thereof, other than the right of the Company Real Propertypursuant to this Agreement, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all any Buyer Real Property or any material portion ofthereof or interest therein, or material interest inand except for this Agreement, any Company Owned Real Property. Neither neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of a party to any Lease that is material Contract to the business of the Company and its Significant Subsidiariessell, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of timetransfer, or both, encumber any Buyer Real Property.
(b) Except as would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Buyer Material Adverse Effect, each Lease of the material leases, subleases and other agreements under which the Company Leased or any of its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any material real property (the “Buyer Real Property Leases”) is a valid and binding obligation (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and no termination event or condition or uncured default on the part of the Company or the Significant Subsidiary its Subsidiaries exists under any Buyer Real Property Lease.
(i) The Buyer and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material Buyer Assets and (ii) none of the Company which Buyer’s or any of its Subsidiaries’ ownership of or leasehold interest in any such material Buyer Assets is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Stock Purchase Agreement (Recruiter.com Group, Inc.), Stock Purchase Agreement (GoLogiq, Inc.)
Real Property; Personal Property. Section 4.16 (a) The Company and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, and all necessary rights of the Company Disclosure Letter lists each way, easements and other beneficial rights relating to, all material real property that is material (including all buildings, fixtures and other improvements thereto) used by them, in each case, such as are necessary to the business of permit the Company and its Significant Subsidiaries, taken Subsidiaries to conduct their respective businesses as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”)currently conducted. The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation None of the Company’s business. A true and complete copy any of each Lease its Subsidiaries’ ownership of or leasehold interest in any such property is subject to any Lien, except for Permitted Liens.
(b) Each of the material leases, subleases and other agreements under which the Company Leased or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any material real property (the “Real Property that Leases”) is material valid and binding, subject to the business Enforceability Exceptions, and no termination event or condition or uncured default on the part of the Company and its Significant Subsidiariesor any such Subsidiary exists under any Real Property Lease, taken except as a whole, has been made available is not reasonably likely to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is Liability material to the business of the Company and its Significant Subsidiaries, taken as a whole, andor the termination of any Real Property Lease material to the Company and its Subsidiaries, no event has occurred taken as a whole.
(c) The Company and no condition exists that, with notice or lapse of timeits Subsidiaries have good and marketable title to, or botha valid and enforceable leasehold interest in, would constitute a breach of or default under the terms of any Lease all material personal Company Assets, tangible and intangible, used by the Company or any of its Significant Subsidiariesthem, in each case, where such breaches or defaults would have or would reasonably be expected as are necessary to have, individually or in permit the aggregate, a Company Material Adverse Effectand its Subsidiaries to conduct their respective businesses as currently conducted. To the Knowledge None of the Company, no other parties ’s and any of its Subsidiaries’ ownership of or leasehold interest in any such personal Company Assets is subject to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to haveLiens, individually or in the aggregate, a Company Material Adverse Effect. except for Permitted Liens.
(d) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease all Company Assets have been maintained, repaired and replaced in the ordinary course of Company Leased Real Property is a valid business and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, are in reasonably good repair and is in full force condition (ordinary wear and effect, except that such enforcement may be subject to the Enforceability Exceptionstear excepted).
Appears in 2 contracts
Samples: Merger Agreement (LD Commodities Sugar Holdings LLC), Merger Agreement (Imperial Sugar Co /New/)
Real Property; Personal Property. Section 4.16 6.16 of the Company Parent Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company Parent or its Significant Subsidiaries (the “Company Parent Leased Real Property”) and each real property owned in fee by the Company Parent or its Significant Subsidiaries (the “Company Parent Owned Real Property”; and, together with the Company Parent Leased Real Property, the “Company Parent Real Property”). The Company Real Property comprises, in all material respects, ) comprises all of the real property occupied or otherwise used in the operation of the CompanyParent’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company Parent or a Significant Subsidiary of the Company Parent has good and valid title to all of the Company Parent Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of the Parent Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 2 contracts
Samples: Business Combination Agreement (Noble Corp), Business Combination Agreement
Real Property; Personal Property. Section 4.16 of (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company Disclosure Letter lists each and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material to (including all buildings, fixtures and other improvements thereto) used by the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The ) and (ii) the ownership of or leasehold interest in any Company Real Property comprises, is not subject to any Lien (except in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreementcases for Permitted Liens). Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any Company Real Property or any material portion thereof, other than the right of the Company Real Property, and there PubCo pursuant to this Agreement. There are no outstanding options, rights of first offer or rights of first refusal to purchase all any Company Real Property or any material portion ofthereof or interest therein, or material interest inand except for this Agreement, any Company Owned Real Property. Neither neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of a party to any Lease that is material Contract to the business of the Company and its Significant Subsidiariessell, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of timetransfer, or both, encumber any Company Real Property.
(b) Except as would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge , each of the Companymaterial leases, no subleases and other parties agreements under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any Leases of material real property (the “Company Leased Real Property are in breach Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles), and no termination event or condition or uncured default on the part of the Company or its Subsidiaries exists under the terms of any such Leases where such breaches or defaults Company Real Property Lease.
(c) Except as would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of (i) the Company Leased Real Property is and its Subsidiaries have good and marketable title to, or a valid and binding obligation of the enforceable leasehold interest in, all Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge Assets and (ii) none of the Company, ’s or any of each other party thereto, and its Subsidiaries’ ownership of or leasehold interest in any such Company Assets is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Bruush Oral Care Inc.), Merger Agreement (Bruush Oral Care Inc.)
Real Property; Personal Property. (i) Section 4.16 3.01(t)(i) of the Company Disclosure Letter lists sets forth a true and complete list of the address of each owned and leased Company Real Property. The Company and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material to (including all buildings, fixtures and other improvements) used by the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The ) and the ownership of or leasehold interest in any Company Real Property comprises, is not subject to any Lien (except in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except cases for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries has leased have leased, subleased, licensed, sublicensed or otherwise granted to any Person person the right to use or occupy all any Company Real Property or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all any Company Real Property or any material portion ofof or interest, and neither the Company nor any of its Subsidiaries are parties to any Contract to sell, transfer, or material interest inencumber any Company Real Property.
(ii) Each of the leases, subleases and other agreements under which the Company or any of its Subsidiaries use or occupy or have the right to use or occupy, now or in the future, any Company Owned Real PropertyProperty (the “Company Real Property Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). No termination event or breach or default on the part of the Company or its Subsidiaries exists under any Company Real Property Lease and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a termination event or breach or default under any Company Real Property Lease. Neither the Company nor any of its Significant Subsidiaries is have collaterally assigned or granted any other security interest in breach of any Company Real Property Lease or default under the terms of any Lease that is material interest therein. The Company has made available to the business Principal Investor prior to the date of this Agreement, true and complete copies of each Company Real Property Lease document (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto).
(iii) (A) The Company and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all material assets of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred Subsidiaries and no condition exists that, with notice or lapse (B) none of time, or both, would constitute a breach of or default under the terms of any Lease by the Company Company’s or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach ’ ownership of or default under the terms of leasehold interest in any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation material assets of the Company or the Significant Subsidiary of the Company which and its Subsidiaries is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 2 contracts
Samples: Investment Agreement (SilverSun Technologies, Inc.), Investment Agreement (SilverSun Technologies, Inc.)
Real Property; Personal Property. (a) The Company and its Subsidiaries do not own any real property.
(b) Neither the Company’s nor any of its Subsidiaries’ leasehold interest in any real property is subject to any Lien, except for such Liens as are set forth on Section 4.16 3.23(b) of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect.
(c) Each of the material leases, subleases and other agreements under which the Company or a Significant Subsidiary any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Real Property Leases”) is valid, binding and in full force and effect, and no termination event or condition or uncured default on the part of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending any such Subsidiary or, to the Knowledge of the Company, threatened condemnationon the part of any other party, eminent domain or similar proceedings affecting exists under any material portion of the Company Owned Real Property orLease, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. .
(d) Neither the Company nor any of its Significant Subsidiaries is in breach of has made any material changes or default under the terms of alterations to any Lease real property that is subject to a Real Property Lease, and there are no conditions currently existing at such property that would reasonably be expected to result in any material obligation to the Company or any of its Subsidiaries under any Real Property Lease at the time of the termination of such lease or sublease.
(e) The Company and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all personal Company Assets owned, used or held for use by them and such Company Assets are in serviceable condition, except as would not reasonably be expected to materially impair the continued use and operation of such personal Company Assets in the business of the Company and its Significant Subsidiaries, taken Subsidiaries as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under now being conducted. Neither the terms of any Lease by the Company or Company’s nor any of its Significant Subsidiaries’ ownership of or leasehold interest in any such personal Company Assets is subject to any Liens, in each case, where such breaches or defaults except for Liens that would have or would not reasonably be expected to have, individually or materially impair the continued use and operation of such personal Company Assets to which such a Lien relates in the aggregate, a business of the Company Material Adverse Effectand its Subsidiaries as now being conducted. To the Knowledge of the Company, no other parties Company Asset is on lease or on sublease to any Leases a Sanctioned Person or is located, operated or used in a sanctioned country unless it is used pursuant to a license granted by the Office of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation Foreign Assets Control of the Company or the Significant Subsidiary US Department of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsTreasury (“OFAC”).
Appears in 2 contracts
Samples: Amalgamation Agreement, Agreement and Plan of Amalgamation (SeaCube Container Leasing Ltd.)
Real Property; Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property.
(b) The Company and its Subsidiaries have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) material to the conduct of their respective businesses as such businesses are now being conducted. Neither the Company’s nor any of its Subsidiaries’ leasehold interest in any such property is subject to any Lien, except for Permitted Encumbrances. None of the Company or any of its Subsidiaries is in material breach of, or material default under, or has received written notice of any material breach of, or material default under, any agreement evidencing any Lien or other agreement affecting any Real Property Lease, which default continues on the date of this Agreement.
(c) Set forth in Section 4.16 3.21(c) of the Company Disclosure Letter lists each real property that is material to the business a complete and correct list of the Company leases, subleases and its Significant Subsidiaries, taken as a whole, that is leased by other agreements (the “Real Property Leases”) under which the Company or any of its Significant Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied has provided or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent true and complete copies of all Real Property Leases, together with amendments, extensions and material related documentation, prior to the date hereof and such Real Property Leases have not been amended or modified since that date.
(d) Each Real Property Lease is valid, binding and in full force and effect, and no termination event or condition or uncured material breach or default on the part of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant any Subsidiary exists under any Real Property Lease. No option has been exercised by the Company or any of its Subsidiaries under any Real Property Lease, and neither the Company nor any of its Subsidiaries has subleased, licensed or otherwise granted any Person the right to use or occupy the Leased Real Property or any portion thereof. None of the Company or any of its Subsidiaries has good and valid title to all of the Company Owned Real Property and has valid leasehold sold, assigned, transferred, pledged or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold created or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens suffered a Lien (except for Permitted Liens)Encumbrances) on all or any part of its leasehold interest in the Leased Real Property. There The Leased Real Property (including the improvements and fixtures thereon) has been maintained in accordance with normal industry practice is no pending orin good operating condition and repair (subject to normal wear and tear) and is suitable for the purposes for which it is currently being used. As of the date hereof, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting no landlord under any material portion of the Company Owned Real Property or, Lease has indicated that it will not grant its consent to the Knowledge sublease or assignment of such Real Property Lease by the Companytenant thereunder, or that such landlord will condition its granting of any material portion such consent on the payment of the any non de minimis fee.
(e) The Company Leased Real Property. Except and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all personal Company Assets owned, used or held for use by them, except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To the Knowledge of Neither the Company, no other parties ’s nor any of its Subsidiaries’ ownership of or leasehold interest in any such personal Company Assets is subject to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, Liens (except that such enforcement may be subject to the Enforceability Exceptionsfor Permitted Encumbrances).
Appears in 2 contracts
Samples: Merger Agreement (Renaissancere Holdings LTD), Merger Agreement (Platinum Underwriters Holdings LTD)
Real Property; Personal Property. (a) Section 4.16 3.11(a) of the Company Disclosure Letter lists each sets forth a complete and correct list as of the date of this Agreement of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or any of its Significant Subsidiaries (collectively, the “Company Leased Owned Real Property”) and, for each parcel of Owned Real Property, identifies the street address of such Owned Real Property. The Company or its applicable Subsidiary has good and each marketable fee simple title to all Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries (i) lease or grant any Person the right to use or occupy all or any part of the Owned Real Property; (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property owned or interest therein.
(b) The Lease Summary (as defined below) sets forth a true, correct and complete list as of its date (except to the extent of any additions to, terminations or guarantees of, or modifications or amendments to the terms of, the Real Property Leases after such date but on or prior to the date of this Agreement, which additions, terminations, guarantees, modifications or amendments have been reflected in fee by the amendments to the Lease Summary listed on Section 3.11(b) of the Company Disclosure Letter and made available to the Company prior to the date of this Agreement) of all real property leases, subleases, licenses, sublicenses and other occupancy arrangements to which the Company or any of its Significant Subsidiaries is a party and each amendment, modification, and guaranty thereto or with respect thereto (the “Company Owned Real Property Leases”). Each premise subject to a Real Property Lease is hereinafter referred to as a “Leased Real Property”; and, ” (and together with the Company Leased Owned Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement a summary of each Real Property Lease which is accurate in all material respects as of its date (the “Lease Summary”), except to the extent of any additions to, terminations or guarantees of, or modifications or amendments to the terms of, the Real Property Leases after such date but on or prior to the date of this Agreement, which additions, terminations, guarantees, modifications or amendments have been reflected in the amendments to the Lease Summary listed on Section 3.11(b) of the Company Disclosure Letter and made available to the Company prior to the date of this Agreement. Except as set forth on Section 3.11(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. Except as has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Real Property Lease, (i) such Real Property Lease is in full force and effect and is legal, valid and binding on the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law), (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, (iii) no event has occurred or circumstance exists (including the consummation of the Merger and the other Transactions) which, with the delivery of notice, the passage of time or both, would result in such a breach or violation of, or a Significant Subsidiary default under, such Real Property Lease, or permit the termination, modification, loss of any benefit under, or acceleration of rent (or the triggering of any other payments) under such Real Property Lease, (iv) other than as referred to in clause (iii), no right of any other party to such Real Property Lease has materialized entitling such party to terminate such Real Property Lease before the expiration of the Company has good and valid title to all term of the Company Owned such Real Property Lease, and has valid leasehold no right asserted by such party over the Leased Real Property would reasonably be expected to have an adverse effect on the Company’s or sub-leasehold interests in all of the Company its Subsidiaries’ ability to use such Leased Real Property, (v) neither the Company nor any of its Subsidiaries has waived any right under any Real Property Lease or given to or received from any other Person, at any time since January 1, 2015, any notice or other communication regarding any actual, alleged, possible or potential breach of, or default (with or without notice or lapse of time or both) under, any Real Property Lease which has not been cured or remedied in full prior to the date of this Agreement, and, to the Knowledge of the Company, is not otherwise aware of any intention by any counterparty thereto to terminate (other than Real Property Leases that are expiring pursuant to their terms), or not renew any Real Property Lease, or is seeking the renegotiation thereof or substitute performance thereof, and each (vi) to the Knowledge of them has good title the Company, neither the Company nor any of its Subsidiaries are subject to any pending, threatened or scheduled audit or investigation by any counterparty to a Real Property Lease.
(c) Except as set forth in Section 3.11(c) of the Company Disclosure Letter, the Company and its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of all Real Property, whether owned, leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal propertySubsidiaries, in each case free and clear of all Liens Encumbrances other than Permitted Encumbrances.
(except for Permitted Liens)d) To the Knowledge of the Company, there are no applicable Laws in effect that would prevent or limit in any material respect the Company or its Subsidiaries from conducting its operations on the Real Property as they are currently conducted. There is no Action, pending or, or (to the Knowledge of the Company) threatened, threatened condemnation, eminent domain that affects or similar proceedings affecting might materially adversely affect any material portion of the Company Owned Real Property oror any part thereof, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor its Subsidiaries have, since December 31, 2014, received any written notice of its Significant Subsidiaries has leased the intention of any Governmental Authority to take or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpart thereof. To the Knowledge of the Company, no there does not exist any condemnation, eminent domain or taking proceeding that affects any Real Property.
(e) Each of the Company and its Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business, free and clear of all Encumbrances other parties to any Leases than Permitted Encumbrances.
(f) The tangible personal assets and property of the Company Leased Real Property and each of its Subsidiaries are in breach good working condition and repair in the ordinary course of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to havebusiness, reasonable wear and tear excepted (except as, individually or in the aggregate, a Company Material Adverse Effect. Except as have not had, and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; and provided, each Lease that merchandise inventory shall be usable and salable in the ordinary course of Company Leased Real Property is a valid business consistent with past practice), and binding obligation are reasonably sufficient and suitable in all material respects for the operation of the business of the Company or the Significant Subsidiary of the Company which is party thereto and, and its Subsidiaries as currently conducted and currently intended to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsconducted.
Appears in 1 contract
Samples: Merger Agreement
Real Property; Personal Property. (a) Section 4.16 3.16(a) of the Company Disclosure Letter lists sets forth a complete and correct list as of the date of this Agreement of the street address of each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, the “Owned Real Property”).
(b) Section 3.16(b) of the Company Disclosure Letter sets forth a complete and correct list as of the date of this Agreement of the street address of (i) each real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant, licensee or occupant) by the Company or any Company Subsidiary under which the Company or any Company Subsidiary pays annual rent in excess of $100,000 (collectively, the “Lessee Leased Real Property”) and or (ii) each real property owned in fee leased, subleased or licensed (whether as landlord, sub-landlord or licensor) by the Company or its Significant Subsidiaries any Company Subsidiary under which the Company or any Company Subsidiary receives annual rent in excess of $100,000 (collectively, the “Company Owned Lessor Leased Real Property”; and, ” and together with the Company Lessee Leased Real Property, the “Company Leased Real Property”), together, in the case of clauses (i) and (ii), all leases, subleases, licenses, occupancy agreements, concessions and other similar agreements (written or oral) with respect thereto (including all amendments, extensions, renewals and guaranties with respect thereto, and in the case of any oral agreement, a written summary of the material terms thereof) (each a “Real Property Lease”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date complete and correct copies of this Agreement. each Real Property Lease.
(c) Except as would not have or reasonably be expected to haveas, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse EffectEffect and except as disclosed on Section 3.16(c) of the Company Disclosure Letter, as of the date hereof, (i) the Company or a Significant Company Subsidiary of the Company has good and valid marketable, indefeasible fee simple title to all of the Company Owned Real Property free and clear of all Liens except for Permitted Liens, (ii) the Company or a Company Subsidiary has a valid leasehold estate in or sub-leasehold interests in right to use all of the Company Lessee Leased Real PropertyProperty pursuant to the applicable Real Property Lease, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or) and the Company or a Company Subsidiary has peaceful, undisturbed possession of all Lessee Leased Real Property (subject to the Knowledge of the Companyany leases, threatened condemnation, eminent domain subleases or similar proceedings affecting any material portion of arrangements that may be in existence), and (iii) neither the Company nor the applicable Company Subsidiary has leased or otherwise granted to any person the right to use or occupy any Owned Real Property or, to or any Leased Real Property or any portion thereof except for the Knowledge of the Company, any material portion of the Company Lessor Leased Real Property. .
(d) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries Subsidiary is in breach of or default under the terms of any Lease that is material Real Property Lease, and to the business knowledge of the Company and its Significant Subsidiaries, taken as a whole, andof the date of this Agreement, no event or circumstance has occurred and no condition or exists that, that with or without notice or lapse of time, time or both, both would constitute a breach of or default under the terms of any Lease thereunder by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to haveCompany Subsidiary. Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. To , to the Knowledge knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any Real Property Lease and except as disclosed on Section 3.16(d) of the Company Disclosure Letter, no such Leases where such breaches other party is an affiliate of or defaults would have otherwise has an economic interest in, the Company or would reasonably be expected to haveany Company Subsidiary. Except as, individually or in the aggregate, a Company Material Adverse Effect. Except as has not been and would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of Company Leased Real Property Lease is a valid and binding obligation of the Company or the Significant Subsidiary of the a Company which is party thereto andSubsidiary, to the Knowledge of the Company, of each other party theretoas applicable, and is in full force and effecteffect and enforceable against the applicable Company or Company Subsidiary, except that such enforcement may be subject to the Enforceability ExceptionsBankruptcy and Equity Exception. No security deposit or portion thereof deposited with respect any Real Property Lease has been applied in respect of a breach or default under such Real Property Lease which has not been redeposited in full. Neither the Company nor any Company Subsidiary owes, or will owe in the future, any brokerage commissions or finder’s fees with respect to any Real Property Lease.
(e) Except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect, each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
(f) There is no condemnation, expropriation or other proceeding in eminent domain pending or, to the Company’s knowledge, threatened, affecting any Owned Real Property, Leased Real Property or any portion thereof or interest therein.
Appears in 1 contract
Samples: Merger Agreement (Cabelas Inc)
Real Property; Personal Property. (i) Section 4.16 3.1(n)(i)(a) of the Company Disclosure Letter lists each Schedule sets forth a list of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or any of its Significant Subsidiaries (collectively, the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “"Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”Properties"). The Company Real Property comprises, in all material respects, all and each of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a wholeapplicable, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has owns good and valid marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real PropertyProperties, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens), except as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(n)(i)(b) of the Company Disclosure Schedule, there are no parties other than the Company or its Subsidiaries in possession of the Company Owned Properties. There is are no pending or, to the Knowledge of the Company, any threatened condemnation, eminent domain or similar proceedings administrative Actions affecting any material Company Owned Property or any portion thereof, except as would not reasonably be expected to have a Company Material Adverse Effect.
(ii) Section 3.1(n)(ii)(a) of the Company Owned Disclosure Schedule sets forth a list of all real property leased or subleased, as tenant or subtenant, by the Company or any of its Subsidiaries (the "Company Leased Properties"). The Company Leased Properties set forth in Section 3.1(n)(ii)(b) of the Company Disclosure Schedule consist of material Company Leased Real Property orand other Company Leased Real Property having annual lease payment obligations in excess of $1,000,000 (collectively, the "Material Leased Properties"). Except as set forth in Section 3.1(n)(ii)(c) of the Company Disclosure Schedule, the Company and each of its Subsidiaries, as the case may be, has a valid leasehold interest in each Material Leased Property, free and clear of all Liens, other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect. All leases related to any Material Leased Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written notice of a default under the leases related to the Material Leased Properties, and to the Knowledge of the Company, any material portion of the Company landlords under such leases relating to the Material Leased Real Property. Except Properties are not in default, except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.23
Appears in 1 contract
Samples: Merger Agreement
Real Property; Personal Property. (a) Section 4.16 2.15(a) of the Company Disclosure Letter lists each real property that is material to the business sets forth a true and complete list of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries a Subsidiary (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid marketable title to all each parcel of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries Subsidiary has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Owned Real Property. Table of Contents
(b) Section 2.15(b) of the Company Disclosure Letter sets forth a true, correct and complete list, as of the Agreement Date, of all existing leases, subleases, licenses and other agreement pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to occupy, now or in the future, any real property in excess of $200,000 base rent payable annually (such property, the “Leased Real Property” and each such lease, sublease, license or other agreement, a “Material Lease”). The Company has made available to Parent true, correct and complete copies of all Material Leases (including all material modifications, amendments, guaranties and supplements thereto). Each Material Lease is in full force and effect and is binding upon the Company or its Subsidiary, as applicable. Except as would not reasonably be expected to have a Company Material Adverse Effect, the Company or a Subsidiary has a valid leasehold interest in the Leased Real Property, free and there are no outstanding optionsclear of all Liens, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Propertyother than Permitted Liens. Neither the Company nor any of its Significant Subsidiaries is in breach of Subsidiary has leased or default under granted to any Person the terms of right to use or occupy any Lease that is material to the business portion of the Company and its Significant Subsidiaries, taken as a whole, andLeased Real Property.
(c) To the knowledge of the Company, no event has occurred and no or condition exists thatthat constitutes or, with after notice or lapse of time, time or both, would constitute will constitute, a breach default on the part of or default under the terms of any Lease by the Company or any of its Significant SubsidiariesSubsidiaries under any Lease or give any other party to any such Lease the right to terminate or cancel such Lease. Neither the Company nor its Subsidiaries have received written notice within the twelve (12) months preceding the Agreement Date of any material default under any Lease.
(d) Neither the Company nor any Subsidiary has received any written notice of any proposed or pending condemnation or eminent domain proceedings with respect to any material part of the Owned Real Property or the Leased Real Property.
(e) Taken together, the Owned Real Property and the Leased Real Property constitute all real property used in each case, where such breaches or defaults the conduct of the business of the Company.
(f) Except as would have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease the Company owns, and has good and valid title to, all material personal property purported to be owned by it (free and clear of all Liens, except for Permitted Liens), including all material personal property reflected on the Company Leased Real Property is a valid and binding obligation Financial Statements (except for personal property sold or otherwise disposed of since the date of the Company Financial Statements and any fixtures). This Section 2.15(f) does not address and will not be construed as a representation or the Significant Subsidiary of the Company warranty regarding Intellectual Property Rights (which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is are solely addressed in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsSection 2.12).
Appears in 1 contract
Samples: Merger Agreement (Shutterfly Inc)
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, which comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold subleasehold interests in all its of Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Neither Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiarieswould have, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have have, or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Samples: Merger Agreement (Dril-Quip Inc)
Real Property; Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property, nor is the Company or any of its Subsidiaries party to any Contract (including any option right), to acquire any ownership interests in real property.
(b) Section 4.16 3.15(b) of the Company Disclosure Letter lists each real property that is material to the business sets forth an accurate and complete list, as of the Company date hereof, of (i) all existing leases, subleases, licenses and its Significant Subsidiaries, taken as a whole, that is leased by other agreements pursuant to which the Company or any of its Significant Subsidiaries uses or occupies, or has the right to occupy, now or in the future, any real property (such property, the “Company Leased Real Property” and each such lease, sublease, license or other agreement, including all amendments, modifications, extensions and guaranties relating thereto, a “Real Property Lease”) and (ii) the premises covered by each real property owned Real Property Lease. The Company has made available to Parent accurate and complete copies of all Real Property Leases. The Company has a good and valid leasehold interest in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, free and clear of all Liens other than Permitted Liens. None of the “Company Real Property”). The Company Leased Real Property comprisesis subject to any subleases, sublicenses or other occupancy right in all material respects, all favor of any Person. To the real property occupied or otherwise used in the operation knowledge of the Company’s business. A true and complete copy , there is no pending or threatened appropriation, condemnation or like action, or sale or other disposition in lieu of each Lease of Company condemnation affecting the Leased Real Property that is material to the business of or any part thereof.
(c) Neither the Company and nor its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to Subsidiaries have received written notice within the twelve (12) months preceding the date hereof of this Agreement. any material default under any Real Property Lease.
(d) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company owns, and has good and valid title to to, all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case purported to be owned by it (free and clear of all Liens (Liens, except for Permitted Liens). There is no pending or, to including all personal property reflected on the Knowledge Company Financial Statements (except for personal property sold or otherwise disposed of since the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion date of the Company Owned Real Property or, to the Knowledge of the Company, Financial Statements and any material portion of the Company Leased Real Propertyfixtures). Except as would This Section 3.15 does not have or reasonably address and will not be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken construed as a whole, and, no event has occurred and no condition exists that, with notice representation or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, warranty regarding Intellectual Property Rights (which are solely addressed in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsSection 3.12).
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Real Property; Personal Property. Section 4.16 (a) Neither the Company nor any of the Company Disclosure Letter lists each Subsidiaries own any real property that is material to the business property. The Company and/or one or more of the Company and its Significant Subsidiaries, taken as a wholeapplicable, that is leased enjoys peaceful and undisturbed possession of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, including the improvements thereon, the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There .
(b) All Leased Real Property which is no pending orin use, or partly in use, as a medical institution is under written lease contracts, and, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, lessor has legal title to and has the right to lease such assets to the Knowledge of the Company, any material portion of the relevant Company Leased Real PropertySubsidiary. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to haveconstitute, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Subsidiary has the lawful right to use the Leased Real Property for its business and the Leased Real Property is fit to be so used.
(c) Except as would not constitute, individually or in the aggregate, a valid and binding obligation Company Material Adverse Effect, there are no zoning or other applicable Laws in effect that would prevent or limit any Company Subsidiary from conducting its operations on the Leased Real Property as they are currently conducted.
(d) Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, each Leased Real Property currently in use by any of the Company Subsidiaries has validly passed all relevant completion and acceptance tests necessary for the use of the relevant Leased Real Property by the relevant Company Subsidiary, including tests in respect of environmental protection, safety and fire control, and are capable of satisfying their intended operational purposes.
(e) There is no Proceeding (with respect to investigations, to the Company’s Knowledge), pending or, to the Company’s Knowledge, threatened in a writing delivered to the Company, any Company Subsidiary or their respective directors or officers that affects or is reasonably likely to affect any Leased Real Property or any part thereof, and no Company Subsidiary has, within the Significant Subsidiary past two (2) years, received any notice, written or, to the Company’s Knowledge, oral, of the intention of any Governmental Entity to take or use all or any part thereof.
(f) Except (i) as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, (ii) for the Real Property Leases and (iii) for Permitted Liens, none of the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any Person (other than the Company or any Company Subsidiary) any right to the use or occupancy of such Leased Real Property or any part thereof.
(g) Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, each of the Company which is party thereto andand the Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the Knowledge tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
(h) To the Company’s Knowledge, of each other party theretothere does not exist any condemnation, and is eminent domain or taking proceeding that affects any Leased Real Property that would constitute, individually or in full force and effectthe aggregate, except that such enforcement may be subject to the Enforceability Exceptionsa Company Material Adverse Effect.
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Real Property; Personal Property. Section 4.16 (a) The Company and its Subsidiaries have good and marketable title to, or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, and all necessary rights of the Company Disclosure Letter lists each way, easements and other beneficial rights relating to, all material real property that is material (including all buildings, fixtures and other improvements thereto) used by them, in each case, such as are necessary to the business of permit the Company and its Significant Subsidiaries, taken Subsidiaries to conduct their respective businesses as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”)currently conducted. The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation None of the Company’s business. A true and complete copy any of each Lease its Subsidiaries’ ownership of or leasehold interest in any such property is subject to any Lien, except for Permitted Liens.
(b) Each of the material leases, subleases and other agreements, under which the Company Leased or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any material real property (the “Real Property that Leases”) is material valid and binding, subject to the business Enforceability Exceptions, and no termination event or condition or uncured default on the part of the Company and its Significant Subsidiariesor any such Subsidiary exists under any Real Property Lease, taken except as a whole, has been made available is not reasonably likely to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to haveresult in, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is Liability material to the business of the Company and its Significant Subsidiaries, taken as a whole, andor the termination of any Real Property Lease material to the Company and its Subsidiaries, no event has occurred taken as a whole.
(c) The Company and no condition exists that, with notice or lapse of timeits Subsidiaries have good and marketable title to, or botha valid and enforceable leasehold interest in, would constitute a breach of or default under the terms of any Lease all material personal Company Assets, tangible and intangible (including but not limited to tractors and trailers), used by the Company or any of its Significant Subsidiariesthem, in each case, where such breaches or defaults would have or would reasonably be expected as are necessary to have, individually or in permit the aggregate, a Company Material Adverse Effectand its Subsidiaries to conduct their respective businesses as currently conducted. To the Knowledge None of the Company, no other parties ’s and any of its Subsidiaries’ ownership of or leasehold interest in any such personal Company Assets is subject to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to haveLiens, individually or in the aggregate, a Company Material Adverse Effect. except for Permitted Liens.
(d) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease all Company Assets have been maintained, repaired and replaced in the ordinary course of Company Leased Real Property is a valid business and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, are in reasonably good repair and is in full force condition (ordinary wear and effect, except that such enforcement may be subject to the Enforceability Exceptionstear excepted).
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Samples: Merger Agreement (Frozen Food Express Industries Inc)
Real Property; Personal Property. Section 4.16 (a) Neither of the Companies nor any of the Company Subsidiaries owns any Real Property or any options to acquire any Real Property.
(b) Section 3.16(b) of the Disclosure Letter lists each real property that is material Schedule (i) contains a true and complete list of all Contracts with respect to the business lease, use or occupancy (together with any amendments, modifications or supplements thereto, collectively, the “Leases”) of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”, (ii) and lists the street address of each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company parcel of Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all identity of the real property occupied or otherwise used in lessor and lessee and all current occupants (if different from the operation of the Company’s business. A true and complete copy lessee) of each Lease such parcel of Company Leased Real Property that is material and (iii) describes the amount and kind of space occupied by the Companies or the Company Subsidiaries at each Leased Real Property. With respect to the business each Lease, except as set forth in Section 3.16(b) of the Company Disclosure Schedule, (A) each Lease is a valid and its Significant Subsidiariessubsisting agreement in full force and effect and constitutes a valid and binding obligation of, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectand is legally enforceable against, the Company or a Significant Subsidiary party thereto (and to the Knowledge of the Seller, the other party or parties thereto), (B) neither the Companies nor the Company has good and valid title Subsidiaries have received any written notice from the other party to all such Lease of the Company Owned termination thereof, of any outstanding work orders, deficiency notices or other non-compliance issues relating to the Leased Real Property and has valid leasehold or sub-leasehold interests in all of the Company any potential or proposed expropriation of any Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There C) there is no pending default of any material term of any Lease or event which, with the giving of notice or lapse of time or both, would constitute a default of any material term of any Lease by the Company party thereto (or, to the Knowledge of the CompanySeller, threatened condemnationon the part of any other party thereto), eminent domain or similar proceedings affecting any material portion (D) the Company party to each Lease has a valid leasehold interest in the applicable Leased Real Property and (E) the current uses of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default permitted under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectapplicable Leases. Except as would set forth on Section 3.16(b) of the Disclosure Schedule, the Seller has heretofore provided to the Purchasers complete and correct copies of all of such Leases and none of the Companies or the Company Subsidiaries has assigned or subleased any of its interests in respect of any Lease. Copies of Leases marked with an asterisk (*) in Section 3.16(b) of the Disclosure Schedule have not have or reasonably be expected been delivered to have, individually or the Purchasers by the Seller.
(c) Except as disclosed in Section 3.16(c)(i) of the Disclosure Schedule and except for obsolete assets and assets disposed of in the aggregateordinary course of business consistent with past practice, a Company Material Adverse Effectsince the date of the Balance Sheet, each Lease of Company Leased Real Property is a valid and binding obligation of the Companies and the Company Subsidiaries has (or at Closing will have) good and valid title to the Significant Subsidiary equipment and other tangible personal property, and all other tangible assets reflected in the Balance Sheet as being owned by it, free and clear of all Encumbrances, other than Permitted Encumbrances. Except as disclosed in Section 3.16(c)(ii) of the Disclosure Schedule, each of the Companies and the Company which is party thereto and, Subsidiaries has (or at Closing will have) good and valid title to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject leasehold estate pertaining to the Enforceability Exceptionsequipment and tangible personal property purported to be granted by the capitalized leases reflected in the Balance Sheet, if any.
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Samples: Stock Purchase Agreement (Readers Digest Association Inc)
Real Property; Personal Property. Section 4.16 (a) None of the Company Disclosure Letter lists each Group Companies owns any real property that is material to interest in the business U.S. as defined under Section 897 of the Company Code. The Group Companies have peaceful and its Significant Subsidiariesundisturbed possession of all real property (both land and buildings) leased, taken subleased, licensed or otherwise occupied or used (whether as a wholetenant, that is leased subtenant or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries Group Companies (collectively, including the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Propertyimprovements thereon, the “Company Occupied Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There .
(b) All Occupied Real Property which is no pending orin use, or partly in use, as a medical institution is under currently effective written lease contracts, and, to the Knowledge of General Partner, the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of lessor has legal title to and has the Company Owned Real Property or, right to lease such assets to the Knowledge of the relevant Group Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to haveconstitute, individually or in the aggregate, a Company Partnership Material Adverse Effect, neither each Group Company has the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the lawful right to use or occupy all or any material portion of the Company Occupied Real Property, Property and there are no outstanding options, rights of first offer or rights of first refusal the Occupied Real Property is fit to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiariesbe so used, in each casecase for its business as conducted on the date of this Agreement, where such breaches or defaults and any additional fit-out, renovation and construction by the Group Companies on the Occupied Real Property do not violate any applicable requirements under PRC Law on construction and zoning.
(c) Except as would have or would reasonably be expected to havenot constitute, individually or in the aggregate, a Company Partnership Material Adverse Effect. To , there are no zoning or other applicable Laws in effect that would prevent or limit any Group Company from conducting its operations on the Knowledge of the Company, no other parties to any Leases of Company Leased Occupied Real Property as they are in breach of or default under the terms of any such Leases where such breaches or defaults currently conducted.
(d) Except as would have or would reasonably be expected to havenot constitute, individually or in the aggregate, a Company Partnership Material Adverse Effect. Except , each Occupied Real Property currently in use by any of the Group Companies has validly passed all relevant completion and acceptance tests necessary for the use of the relevant Occupied Real Property by the relevant Group Company, including tests in respect of environmental protection, safety and fire control, and are capable of satisfying their intended operational purposes.
(e) As of the date of this Agreement, there is no Proceeding (with respect to investigations, to the Knowledge of General Partner), pending or, to the Knowledge of General Partner, threatened in a writing delivered to any of the Group Companies or their respective directors or officers that affects or is reasonably likely to affect any Occupied Real Property or any part thereof, and no Group Company has, within the past three (3) years, received any notice, written or, to the Knowledge of General Partner, oral, of the intention of any Governmental Entity to take or use all or any part thereof, except as would not have or reasonably be expected to haveconstitute, individually or in the aggregate, a Company Partnership Material Adverse Effect.
(f) Except (i) as would not constitute, individually or in the aggregate, a Partnership Material Adverse Effect, (ii) for the Real Property Leases and (iii) for Permitted Liens, none of the Occupied Real Properties is subject to any lease, sublease, license or other agreement granting to any Person (other than any Group Company) any right to the use or occupancy of such Occupied Real Property or any part thereof.
(g) Except as would not constitute, individually or in the aggregate, a Partnership Material Adverse Effect, each Lease of Company Leased Real Property is the Group Companies has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the tangible personal assets and binding obligation properties used or held for use by it in connection with the conduct of its business as conducted on the Company or the Significant Subsidiary date of the Company which is party thereto andthis Agreement, to free and clear of all Liens other than Permitted Liens.
(h) To the Knowledge of General Partner, there does not exist any condemnation, eminent domain or taking proceeding that affects any Occupied Real Property that would constitute, individually or in the Companyaggregate, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsa Partnership Material Adverse Effect.
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Real Property; Personal Property. Section 4.16 5.14(a)(i) of the Company Sapphire Disclosure Letter lists each Schedule sets forth a correct and complete list, as of the date hereof, of all material real property that is material to the business owned or in respect of which acquisition rights are held by each of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries Sapphire Group Companies (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Sapphire Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Sapphire Group Companies have good and valid title to such Sapphire Owned Real Property, free and clear of any Liens (other than Permitted Liens), except as set forth on Section 5.14(a)(ii) of the Sapphire Disclosure Schedule. To Sapphire’s Knowledge, except as set forth on Section 5.14(a)(iii) of the Sapphire Disclosure Schedule, there are no outstanding options or rights of first refusal in favor of any Person to purchase or lease the Sapphire Owned Real Property comprisesand no leases or possessory interests have been granted to any Person with respect to the Sapphire Owned Real Property other than leases in connection with convenience stores. Neither Sapphire nor any of its Subsidiaries (including the Sapphire Group Companies) has received a written notice of any condemnation, in expropriation, eminent domain or similar Action affecting all material respects, all or any portion of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Sapphire Owned Real Property that is material to the business of the Company and its Significant SubsidiariesProperty, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except except as would not have or reasonably be expected to havenot, individually or in the aggregate, be material to the operations of the Sapphire Group Companies as currently conducted, taken as a whole. (104) Section 5.14(b)(i) of the Sapphire Disclosure Schedule sets forth a correct and complete list, as of the date hereof, of all material leases, subleases and ground leases for real property (including the date and name of the parties thereto) leased or subleased to each Sapphire Group Company Material Adverse Effectother than subleases in connection with convenience stores ((x) all such real property as of the date hereof, together with all material leases, subleases and ground leases for real property leased or subleased to each Group Company after the date hereof and prior to the Closing, the Company “Sapphire Leased Real Property”, and (y) all such material leases, subleases and ground leases, including all modifications, extensions, amendments or a Significant Subsidiary supplements thereto, as of the Company date hereof, together with all material leases, subleases and ground leases, including all modifications, extensions, amendments or supplements thereto, entered into after the date hereof and prior to the Closing, the “Sapphire Real Property Leases”). Sapphire has good made available to Athena true, correct and valid title to all complete copies of each Sapphire Real Property Lease as of the Company Owned Real Property date hereof, other than subleases in connection with convenience stores. Except as set forth on Section 5.14(b)(ii) of the Sapphire Disclosure Schedule and has except as would not, individually or in the aggregate, be material to the operations of the Sapphire Group Companies as currently conducted, taken as a whole, (i) the Sapphire Group Companies have valid leasehold or sub-leasehold license (or its jurisdictional equivalent) interests in all of the Company Sapphire Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned ; (ii) each Sapphire Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries Lease is in breach of or default under the terms of any Lease that is material to the business of the Company full force and its Significant Subsidiaries, taken as a whole, and, no event has occurred effect and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation agreement of the applicable Sapphire Group Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the CompanySapphire’s Knowledge, of each other party thereto, and is enforceable against such Sapphire Group Company and, to Sapphire’s Knowledge, of each other party thereto, in full force and effectaccordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions; (iii) no Sapphire Group Company that is a party to any such Sapphire Real Property Lease has delivered or received written notice of material default under any Sapphire Real Property Lease; (iv) no Sapphire Group Company is a sublessor or grantor under any sublease or other instrument granting another Person any right to the possession, use or occupancy of any Sapphire Leased Real Property, other than subleases in connection with convenience stores; (v) all of the Sapphire Real Property Leases have been entered into for a period of no less than five (5) years and comply with all legal requirements to entitle the respective Sapphire Group Company which is a party thereto to request mandatory renovation of said lease (ação renovatória); and (vi) neither Sapphire nor any of its Subsidiaries (including the Sapphire Group Companies) has received a written notice of any condemnation, expropriation, eminent domain or similar Action affecting all or any portion of the Sapphire Leased Real Property.
Appears in 1 contract
Real Property; Personal Property. (a) Set forth in Section 4.16 3.22(a) of the Company PRE Disclosure Letter lists each is a complete list of real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company it or its Significant Subsidiaries own (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company With respect to each Owned Real Property comprisesProperty, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property except for such matters that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company : (i) it or a Significant its respective Subsidiary of the Company has good and valid clear record and marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal such property, in each case free and clear of all Liens any Lien other than Permitted Encumbrances; and (except for Permitted Liens). There is ii) there are no pending oroutstanding options or right of first refusal to purchase the Owned Real Property, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property orProperty, or interest therein.
(b) It and its Subsidiaries have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) material to the Knowledge conduct of the Company, any material portion of the Company Leased Real Propertytheir respective businesses as such businesses are currently being conducted. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither it nor any of its Significant Subsidiaries’ leasehold interest in any such real property is subject to any Lien, except for Permitted Encumbrances. None of it or any of its Subsidiaries is in material breach of, or material default under, or has received written notice of any material breach of, or material default under, any Real Property Lease, agreement evidencing any Lien or other agreement affecting any lease, license, or sublease or other agreement (“Real Property Lease”) under which it or any of its Subsidiaries uses or occupies or has a right to use or occupy now or in the future, any real property (“Leased Real Property”), which default remains uncured as of the date of this Agreement.
(c) Each Real Property Lease is valid, binding and in full force and effect, and no termination event or condition or uncured material breach or default on the part of it or any of its Subsidiaries exists under any Real Property Lease. No option has been exercised by it or any of its Subsidiaries under any Real Property Lease, and neither it nor any of its Subsidiaries has leased subleased, licensed or otherwise granted to any Person the right to use or occupy all the Leased Real Property or any material portion thereof. None of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company it or any of its Significant SubsidiariesSubsidiaries has sold, in each caseassigned, where such breaches transferred, pledged or defaults would have created or would reasonably be expected to have, individually suffered a Lien (except for Permitted Encumbrances) on all or any part of its leasehold interest in the aggregate, a Company Material Adverse EffectLeased Real Property. To the Knowledge As of the Companydate hereof, to its Knowledge, no other parties landlord under any Real Property Lease has indicated that it will not grant its consent to any Leases the sublease of Company the respective Leased Real Property are in breach or assignment of such Real Property Lease by the tenant thereunder, or default under the terms that such landlord will condition its granting of any such Leases where such breaches or defaults would have or would reasonably be expected to haveconsent on the payment of any non de minimis fee.
(d) The Owned Real Property, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation any buildings or equipment thereon owned or leased by it or its Subsidiaries have no material defects, are in good operating condition and repair and have been reasonably maintained consistent with standards generally followed in the industry (given due account to the age and length of the Company or the Significant Subsidiary use of the Company which is party thereto same, ordinary wear and tear excepted), are adequate and suitable for their present and intended uses, and, to in the Knowledge case of buildings (including the Companyroofs thereof), of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsare structurally sound.
Appears in 1 contract
Real Property; Personal Property. (a) Section 4.16 3.21(a) of the Company Disclosure Letter lists each sets forth a true and complete list of all real property that is material to the business of the Company and its Significant Subsidiariesleased, taken as a wholesubleased, that is leased licensed or otherwise occupied by the Company or any of its Significant Subsidiaries (collectively, the “Company "Leased Real Property”) "), the address for each Leased Real Property and a true and complete list of all leases relating to each real property owned in fee by the Company or its Significant Subsidiaries Leased Real Property (the “Company Owned "Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”Property Leases"). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A has made available to Parent a true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real PropertyLease. Neither the Company nor any of its Significant Subsidiaries is owns any real property.
(b) Except as has not had and would not, individually or in breach of or default under the terms of any Lease that is material aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have a valid and enforceable leasehold interest in all Leased Real Property (including all buildings, fixtures and other improvements thereto) used by the business of the Company and its Significant Subsidiaries, taken Subsidiaries and (ii) the leasehold interest in any such Leased Real Property is not subject to any Lien (except in all cases for Pennitted Liens). Except as a whole, and, no event has occurred not had and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Lease of Company the Real Property Leases: (i) the Company's or its applicable Subsidiary's possession and quiet enjoyment of the Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto under such Real Property Lease has not been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (ii) the Company or its applicable Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, other than co-location arrangements between the Company or any of its Subsidiaries and transport vendors, in each case, in the ordinary course of **MSPSC Electronic Copy ** 2016-UA-225 Filed on 11/14/2016 ** business; and (iii) the Company or its applicable Subsidiary has not collaterally assigned or granted any other party theretosecurity interest in such Real Property Lease or any interest therein.
(c) Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all tangibleCompany Assets included as assets on the unaudited consolidated balance sheet of the Company on the Balance Sheet Date and (ii) none of the Company's or any of its Subsidiaries' ownership of, or leaseholdinterestin, any such tangibleCompany Assets is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 1 contract
Samples: Agreement and Plan of Merger
Real Property; Personal Property. (a) Section 4.16 3.11(a) of the Company Disclosure Letter lists sets forth a complete and correct list as of the date of this Agreement of the street address of each real property that is material to owned by the business Company (collectively, the “Owned Real Property”).
(b) Section 3.11(b) of the Company Disclosure Letter sets forth a complete and its Significant Subsidiariescorrect list, taken as a wholeof the date hereof, that is leased identified by street address as of the date of this Agreement of the street address of (i) each real property leased, subleased, licensed or otherwise occupied (whether as tenant or subtenant or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries any Company Subsidiary under which the Company or any Company Subsidiary pays annual rent in excess of $250,000 (collectively, the “Company “ Lessee Leased Real PropertyProperty ”) and or (ii) each real property owned in fee leased, subleased or licensed (whether as landlord, sub-landlord or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries any Company Subsidiary under which the Company or any Company Subsidiary receives annual rent in excess of $250,000 (collectively, the “Company Owned “ Lessor Leased Real Property”; and, Property ” and together with the Company Lessee Leased Real Property, the “Company “ Leased Real PropertyProperty ”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior complete and correct copies of all leases for the Leased Real Property (including all material amendments thereto) to which the date of this Agreement. Company is a party (each a “ Real Property Lease ”).
(c) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has (a) good and valid fee simple title to all Owned Real Property, (b) as of the Company Owned Real Property and has date hereof, a valid leasehold or sub-leasehold interests estate in all of the Company Lessee Leased Real Property, and each (c) to the knowledge of them has good title the Company, to the extent required by the business of the Company as currently conducted, peaceful, undisturbed possession of all its owned personal property and valid leasehold Lessee Leased Real Property of which the Company is a tenant or sub-leasehold interests subtenant (subject to any subleases or similar arrangements that may be in all its leased personal propertyexistence), in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. .
(d) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor is not in breach of or default under the terms of any of its Significant Subsidiaries has leased or otherwise granted Real Property Lease, and to any Person the right to use or occupy all or any material portion knowledge of the Company as of the date hereof, no event or circumstances has occurred or exists that with or without notice or lapse of time or both would constitute a breach or default thereunder by the Company. Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, to the knowledge of the Company, no other party to any Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries Property Lease is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken Real Property Lease. Except as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property Lease is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto Company, and, to the Knowledge knowledge of the Company, of each other party thereto, and is in full force and effecteffect and enforceable against the applicable Company, except that such enforcement may be subject to the Enforceability ExceptionsBankruptcy and Equity Exception.
(e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Merger Agreement (Ubiquity, Inc.)
Real Property; Personal Property. Section 4.16 5.16 of the Company Parent Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company Parent or its Significant Subsidiaries (the “Company Parent Leased Real Property”) and each real property owned in fee by the Company Parent or its Significant Subsidiaries (the “Company Parent Owned Real Property”; and, together with the Company Parent Leased Real Property, the “Company Parent Real Property”). The Company Real Property comprises, in all material respects, which comprises all of the real property occupied or otherwise used in the operation of the CompanyParent’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, the Company Parent or a Significant Subsidiary of the Company Parent has good and valid title to all of the Company Parent Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold subleasehold interests in all its of the Parent Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company Neither Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiarieswould have, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have have, or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Except as would not have or have, and would not reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Samples: Merger Agreement (Dril-Quip Inc)
Real Property; Personal Property. (a) Section 4.16 3.09(a) of the Company Disclosure Letter lists each real property that is material to the business Schedule sets forth a true, correct and complete list of all of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or any of its Significant Subsidiaries including the address of each such property, where available (the “Company Owned Real Property”; andall real property required to be so listed, together with including any Timberlands owned in fee by the Company Leased Real Propertyor any of its Subsidiaries, the “Company Real Owned Property”“). The Company Real Property comprises, in all material respects, all or one of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company Subsidiaries has good and valid marketable fee simple title to all each parcel of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (Liens, except for Permitted Liens). There is no pending or; provided, however and notwithstanding anything in this Agreement to the Knowledge contrary, unless an exemption is obtained from the relevant Governmental Entity, title to any Owned Property situated in the Province of Nova Scotia in Canada cannot be transferred (nor can such Owned Property be mortgaged) until such Owned Property has been fully migrated onto that Province’s new land titles system. None of the CompanyOwned Property is subject to any material lease, threatened condemnationsublease, eminent domain license or similar proceedings affecting agreement that grants to any material portion other Person any right to acquire, lease, use or occupy such Owned Property or any part thereof.
(b) Section 3.09(b) of the Company Owned Real Property orDisclosure Schedule sets forth a true, to the Knowledge correct and complete list, as of the Companydate hereof, any material portion of all leases, subleases, licenses and other agreements under which the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries uses or occupies or has leased or otherwise granted to any Person the right to use or occupy any real property, including the address of each such property, where available, and where not available, such other customary identification of location (all leases required to be so listed, the “Real Property Leases“; the property governed by such Real Property Leases, including any Timberlands, is referred to herein as “Leased Property“; the Leased Property, together with the Owned Property, is collectively referred to herein as the “Real Property“). The Company has heretofore made available to Purchaser copies of all Real Property Leases (including all written modifications, amendments, supplements, waivers and side letters thereto in the Company’s possession or control). Each Real Property Lease is valid, binding and in full force and effect (provided that the other party thereto has duly authorized and executed the same and subject to application of any bankruptcy or other creditor’s rights laws or by general equitable principles) and, in the case of each Real Property Lease which is a lease or a sublease, creates a valid leasehold estate in the real property subject to such Real Property Lease and, in the case of each Real Property Lease which is a license or other similar agreement, creates a valid right of occupancy or use of the real property subject to such Real Property Lease. All rent and other sums and charges payable by the Company or any material portion of its Subsidiaries, as applicable, as tenant, sublessee or licensee thereunder have been paid or reserved for and, to the Company Knowledge of Seller, no termination event or condition (other than expiration of such Real PropertyProperty Lease by its terms on the scheduled termination date, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or rather than an accelerated termination date) exists under any material portion of, or material interest in, any Company Owned Real PropertyProperty Lease. Neither the Company nor any of its Significant Subsidiaries is in breach has received any written notice of or any default under the terms of any Real Property Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists thator, with respect to Owned Property, a default under any restrictive covenants, restrictions and conditions affecting the Owned Property and there has not occurred any event that with the lapse of time or the giving of notice or lapse of time, or both, both would constitute such a breach of or default under the terms of any Real Property Lease or, with respect to Owned Property, any such restrictive covenants, restrictions or conditions by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto andSubsidiaries or, to the Knowledge of Seller, any other party. Neither the CompanyCompany nor any of its Subsidiaries has mortgaged, pledged or otherwise encumbered its leasehold interest in the Real Property Leases. Neither the Company nor any of each its Subsidiaries has entered into any material subleases, arrangements, licenses or other party theretoagreements that affect all or any portion of the Leased Property, other than the Real Property Leases, and the subleases, arrangements, licenses and other such agreements listed in Section 3.09(b) of the Company Disclosure Schedule.
(c) The Company has not received any written notice of any (i) violations of building codes and/or zoning ordinances or other governmental or regulatory laws affecting the Real Property, or (ii) existing, pending or threatened condemnation proceedings or aboriginal rights title or treaty rights claims affecting the Real Property or the improvements situated thereon or (iii) existing, pending or threatened zoning, building or other moratoria proceedings, restrictive allocations or similar matters, in any case, which could reasonably be expected to adversely affect use of the Real Property or the improvements situated thereon for their current use.
(d) The Company and each of its Subsidiaries are in possession of and have good title to, or have valid leasehold interests in, all tangible personal property used in the business of the Company and each of its Subsidiaries, respectively. All such tangible personal property is in full force owned by the Company or any of its Subsidiaries, free and effectclear of all Liens other than Permitted Liens, except that such enforcement may be subject to the Enforceability Exceptionsor is leased under a valid and subsisting lease.
Appears in 1 contract
Real Property; Personal Property. (a) Except for the Owned Real Property, neither the Company nor any Subsidiary owns or has ever owned any real property. Section 4.16 3.8(a) of the Company Disclosure Letter Schedules lists each all of the real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company Company or its Significant Subsidiaries any Subsidiary (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company has good and marketable fee simple, title to the Owned Real Property. With respect to the Owned Real Property, the Company has delivered to Buyer true, complete and correct copies of the deeds and other instruments (as recorded) by which the Company or any Subsidiary acquired such Owned Real Property, and copies of all title insurance policies, opinions, abstracts and surveys, each to the extent in the possession of the Company or any Subsidiary and relating to the Owned Real Property. To the Company’s Knowledge, the use and operation of the Owned Real Property comprises, in all material respects, all the conduct of the Company’s and the Subsidiaries’ Business do not violate any Law, covenant, condition, restriction, easement, license, permit or agreement in any material respect. To the Company’s Knowledge, no material improvements constituting a part of the Owned Real Property encroach on real property occupied property owned or otherwise used in leased by a Person other than the Company or a Subsidiary. To the Company’s Knowledge, (i) no condition with respect to the Owned Real Property exists requiring material repairs, alterations or corrections, and (ii) there is no condemnation proceeding or eminent domain proceeding of any kind pending or against the Owned Real Property. To the Company’s Knowledge, the Owned Real Property is supplied with utilities and other services (including gas, electricity, water, drainage, storm water management, sanitary sewer, storm sewer, fire protection, and telephone) necessary for the operation of the Company’s business. A true and complete copy Owned Real Property in the Ordinary Course of Business.
(b) Section 3.8(b) of the Disclosure Schedules sets forth the address of each Lease parcel of real property for which the Company or any Subsidiary holds a leasehold or subleasehold interest (the “Leased Real Property”). The Company has made available to the Buyer copies of the leases and all amendments thereto for all the Leased Real Property that is material (each, a “Lease”). Other than with respect to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted Subsidiary is a party to any Person the right to use or occupy all or any material portion leases for real property.
(c) Except as set forth in Section 3.8(c) of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists thatDisclosure Schedules, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any respect to each Lease: (i) such Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is constitutes a valid and binding obligation of the Company or a Subsidiary, as applicable, enforceable against such Person in accordance with its terms, except as may be limited by (A) applicable bankruptcy, insolvency, moratorium, reorganization or similar Laws from time to time in effect which affect creditors’ rights generally, or (B) legal and equitable limitations on the Significant Subsidiary availability of specific remedies; (ii) to the Company’s Knowledge, the Company’s or, as applicable, its Subsidiary’s possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and there are no disputes with respect to such Lease; (iii) neither the Company which nor any Subsidiary that is a party thereto andto such Lease nor, to the Knowledge Company’s Knowledge, any other party to such Lease is in breach or default under such Lease; (iv) neither the Company nor any Subsidiary has subleased, licensed or otherwise granted any person the right to use or occupy the Leased Real Property that is the subject of such Lease or collaterally assigned such Lease or any interest therein; (v) neither the Company nor any Subsidiary has received written notice that any security deposit or portion thereof deposited with respect to such Lease has been applied in respect of a breach or default under such Lease which has not been redeposited in full; (vi) neither the Company nor any Subsidiary currently owes any brokerage commissions or finder’s fees with respect to such Lease or will owe following the Closing any such commissions of fees based upon circumstances or actions arising on or before the Closing; and (vii) there are no Liens (other than Permitted Liens) on the estate or interest created by such Lease. To the Company’s Knowledge, (i) no condition with respect to the Leased Real Property exists requiring material repairs, alterations or corrections, and (ii) there is no condemnation proceeding or eminent domain proceeding of any kind pending or against the Leased Real Property. To the Company’s Knowledge, the Leased Real Property is supplied with utilities and other services (including gas, electricity, water, drainage, storm water management, sanitary sewer, storm sewer, fire protection, and telephone) necessary for the operation of the Companyfacilities in the Ordinary Course of Business.
(d) The Company and its Subsidiaries have good and valid title to all material items of tangible personal property owned by them and a valid and enforceable right to use all material tangible items of personal property leased by or licensed to them (collectively, the “Personal Property”), in each case, free and clear of each all Liens (other party theretothan Permitted Liens).
(e) All Personal Property used by the Company and its Subsidiaries in the Business are in adequate operating condition and repair, normal wear and is tear excepted.
(f) Section 3.8(f) of the Disclosure Schedules lists all of the Personal Property existing as of the Closing Date, with a gross book value (individually or as aggregated with like-kind items) in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsexcess of $10,000.
Appears in 1 contract
Samples: Stock Purchase Agreement (Stewart Information Services Corp)
Real Property; Personal Property. Section 4.16 of (a) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company Disclosure Letter lists each and its Subsidiaries have good and marketable title to or have a valid and enforceable right to use or a valid and enforceable leasehold interest in, all real property that is material (including all buildings, fixtures and other improvements to such property) used by the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The ) and (ii) the ownership of or leasehold interest in any Company Real Property comprises, is not subject to any Lien (except in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreementcases for Permitted Liens). Except as would not have or reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased leased, subleased, licensed, sublicensed or otherwise granted to any Person the right to use or occupy all any Company Real Property or any material portion of the any Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all any Company Real Property or any material portion of, of or material interest in, in any Company Owned Real Property. Neither , and neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of a party to any Lease that is material Contract to the business of the Company and its Significant Subsidiariessell, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of timetransfer, or both, encumber any Company Real Property.
(b) Except as would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To the Knowledge , each of the Companymaterial leases, no subleases, and other parties to agreements under which the Company or any Leases of its Subsidiaries use or occupy any material real property (the “Company Leased Real Property are in breach Leases”) is valid and binding (except as may be limited by bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other similar laws of general applicability relating to or affecting creditor’s rights, and to general equitable principles). No termination event or condition, or uncured default on the part of the Company or its Subsidiaries exists under the terms of any such Leases where such breaches or defaults Company Real Property Lease.
(c) Except as would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of (i) the Company Leased Real Property is and its Subsidiaries have good and marketable title to or a valid and binding obligation of the enforceable leasehold interest in all Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge Assets and (ii) none of the Company, ’s or any of each other party thereto, and its Subsidiaries’ ownership of or leasehold interest in any such Company Assets is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 1 contract
Samples: Stock Purchase Agreement (Ilustrato Pictures International Inc.)
Real Property; Personal Property. (a) Section 4.16 3.15(a) of the Company Disclosure Letter lists each sets forth a correct and complete list of all real property owned by the Company or any Company Subsidiary that is material to the business of Company and the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries whole (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all ) as of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Company Subsidiary has good, valid and marketable fee title to or valid leasehold or other equivalent use and/or occupancy interests in, all its tangible properties and assets free and clear of all Liens, except for Permitted Liens or minor defects in title, easements, restrictive covenants and similar encumbrances or impediments that, in the aggregate, do not and will not decrease the value of such properties and assets or interfere with its ability to conduct its business as currently conducted.
(b) Section 3.15(b) of the Company has good Disclosure Letter sets forth a correct and valid title complete list of each lease, sublease, license or similar use, co-working service and occupancy Contract (each, a “Lease”), in accordance with which the Company or any Company Subsidiary leases, subleases or otherwise uses or occupies any real property or obtains co-working services from or to all any other Person (whether as a tenant or subtenant or in accordance with other occupancy or service arrangements), in each case, that is material to the Company and the Company Subsidiaries, taken as a whole (the “Company Leased Real Property”) as of the date of this Agreement. The Company Owned Real Property has provided Parent a correct and has complete copy of each such Lease, and all amendments thereto.
(c) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) the Company and each Company Subsidiary, as applicable, have valid leasehold or sub-leasehold sublease interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens). There , and (ii) the Company and each Company Subsidiary enjoy peaceful and undisturbed possession under all of the Leases for any Company Leased Real Property, and are using such Company Leased Real Property for the purposes permitted by the applicable Leases.
(d) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease for any Company Leased Real Property is no pending ora valid and binding obligation of the Company or any Company Subsidiary that is a party thereto, as applicable, and to the Knowledge of the Company, threatened condemnationthe other parties thereto (provided, eminent domain however, that (x) such enforcement may be subject to applicable bankruptcy, insolvency, reorganization, moratorium or other similar proceedings affecting any material portion Laws, now or hereafter in effect, relating to creditors’ rights and remedies generally and (y) the remedies of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the Company Owned Real Property or, to the Knowledge of the Company, court before which any material portion of the Company Leased Real Property. Proceeding therefor may be brought).
(e) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries Company Subsidiary has leased or otherwise granted to received any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion ofwritten communication from, or material interest indelivered any written communication to, any other party to a Lease for any Company 25 Leased Real Property alleging that the Company, any Company Owned Real Property. Neither Subsidiary or such other party, as the Company nor any of its Significant Subsidiaries case may be, is in breach or violation of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken such Lease.
(f) Except as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To : (i) to the Knowledge of the Company, no Person, other parties to than the Company or any Leases Company Subsidiary, possesses, uses or occupies all or any portion of any Company Leased Real Property are in breach Property, (ii) neither the Company nor any Company Subsidiary is a party to any agreement, or has any outstanding right of first offer, right of first refusal or default under option with respect to the terms purchase or sale of any such Leases where such breaches real property or defaults would have or would reasonably be expected to haveinterest therein, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, (iii) to the Knowledge of the Company, there are no pending Proceedings or Proceedings threatened in writing to take all or any portion of each other party thereto, and is the Company Leased Real Property or any interest therein by eminent domain or any condemnation proceeding (or the jurisdictional equivalent thereof) or any sale or disposition in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionslieu thereof.
Appears in 1 contract
Samples: Acquisition Agreement
Real Property; Personal Property. (a) Section 4.16 4.8(a) of the Company Disclosure Letter lists each Schedule sets forth a complete and correct list as of the date of this Agreement of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, the “Owned Real Property”) and, for each parcel of Owned Real Property, identifies the street address of such Owned Real Property.
(b) Section 4.8(b) of the Company Disclosure Schedule sets forth a complete and correct list as of the date of this Agreement of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary (collectively, including the improvements thereon, the “Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company for each parcel of Leased Real Property, identifies the “Company street address of such Leased Real Property”). .
(c) The Company and/or one or more of the Company Subsidiaries as applicable has good, valid and marketable fee simple title to each Owned Real Property comprisesand, in all material respects, all of the real property occupied or otherwise used in the operation of to the Company’s business. A true Knowledge, has a valid leasehold interest in and complete copy enjoys peaceful and undisturbed possession of each Lease of Company Leased Real Property that is material to the business Property, in each case free and clear of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. all Liens other than Permitted Liens.
(d) Except (i) as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (ii) for the Real Property Leases and (iii) for Permitted Liens, as of the date of this Agreement, none of the Owned Real Properties or Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any Person (other than the Company or a Significant Subsidiary any Company Subsidiary) any right to the use or occupancy of the Company has good and valid title to all of the Company such Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold Property or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens any part thereof.
(except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. e) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the Significant Subsidiary tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
(f) As of the Company which is party thereto anddate of this Agreement, there does not exist any condemnation, eminent domain or taking proceeding pending, or to the Knowledge of the Company’s Knowledge, of each other party theretothreatened, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.that
Appears in 1 contract
Samples: Merger Agreement (Benihana Inc)
Real Property; Personal Property. (i) Section 4.16 2(i)(i) of the Company Disclosure Letter lists each Schedule contains a description of the Owned Real Property. Other than as set forth on Section 2(i)(i) of the Disclosure Schedule, the NAME Group does not own, and has never owned, any real property that is material property. With respect to the business Owned Real Property, (i) no portion of the Company Owned Real Property is subject to any pending or threatened, condemnation proceeding or proceeding by any public authority; (ii) to the Sellers’ knowledge, the buildings, plants and its Significant Subsidiariesstructures, taken including heating, ventilation and air conditioning systems, roof, foundation and floors on the Owned Real Property are in good operating condition and repair, subject only to ordinary wear and tear; (iii) 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 Owned Real Property; (iv) the Owned Real Property is supplied with utilities and other services necessary for the operation of the Business thereon as a wholepresently operated; (v) the NAME Group has marketable, that fee simple title to the Owned Real Property, free and clear of all encumbrances other than Permitted Encumbrances; (vi) the Owned Real Property is leased by not subject to any rights of first refusal or other right or option of any other person to purchase or lease or otherwise obtain title or an interest in the Company Owned Real Property or its Significant Subsidiaries any portion thereof; and (vii) to the “Company Sellers’ knowledge, the operation of the Owned Real Property in the manner in which it is now operated complies with all zoning, building, use, safety or other similar statutes, ordinances or regulations of any governmental authority.
(ii) Section 2(i)(ii) of the Disclosure Schedule sets forth the address of each parcel of Leased Real Property”) , and a true and complete list of all Leases and amendments thereto for each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned parcel of Leased Real Property”; and, together with the Company Leased Real Property, name of the “Company Real Property”)landlord of each such parcel. The Company Real Property comprises, in all material respects, all of NAME Group has made available to the real property occupied or otherwise used in the operation of the Company’s business. A Buyer a true and complete copy of each Lease of Company Leased Real Property that is material Lease. Subject to the business respective terms and conditions in the Leases, the NAME Group is the sole legal and equitable owner of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or leasehold interest in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected With respect to haveeach parcel of Leased Real Property: (i) to the Sellers’ knowledge, individually or the operation of such property in the aggregatemanner in which it is now operated complies with all zoning, a Company Material Adverse Effectbuilding, neither use, safety or other similar statutes, ordinances or regulations of any governmental authority; (ii) all improvements on any such parcel are in good operating condition, ordinary wear and tear excepted, are supplied with utilities and other services necessary for the Company nor any operation of its Significant Subsidiaries has leased the Business as currently conducted at such facilities; and (iii) to the Sellers’ knowledge, there are no agreements or otherwise granted arrangements granting to any Person third party or parties the right to of use or occupy all or occupancy of any material portion of the Company Real Propertysuch parcel, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is third parties in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms possession of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or parcel. The Real Property comprises all of the real property used in the aggregateBusiness. With respect to each Lease: (A) the Lease is legal, a Company Material Adverse Effect. Except as would not have or reasonably be expected to havevalid, individually or in the aggregatebinding, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party theretoenforceable, and is in full force and effect, except that as such enforcement enforceability may be subject limited by General Enforceability Exceptions; (B) the Lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, except as such enforceability may be limited by General Enforceability Exceptions; (C) the NAME Group is not and to the Sellers' knowledge, no other party is in breach or default, and to the Sellers' knowledge no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the Lease; and (D) the NAME Group has not and to the Sellers' knowledge, no other party has repudiated any provision of the Lease.
(iii) Section 2(i)(iii) of the Disclosure Schedule sets forth a correct and complete list of: (a) all owned or leased rides (including rides in process of being owned or leased or for which a deposit has been paid, together with a summary of any amounts to be paid in respect thereof), concession stands, food stands and game stands (indicating, in each case, which are owned and which are leased; and (b) all trucks, cars and other vehicles owned or leased by the NAME Group in connection with the Business (all items in (a) and (b) collectively shall be referred to herein as “Personal Property”). All Personal Property is in good operating condition, ordinary wear and tear excepted. The NAME Group has legal and valid title with respect to all owned Personal Property. With respect to each lease for leased Personal Property (A) the lease is legal, valid, binding, enforceable, and in full force and effect, except as such enforceability may be limited by General Enforceability Exceptions; (B) the lease will continue to be legal, valid, binding, enforceable, and in full force and effect on identical terms following the consummation of the transactions contemplated hereby, except as such enforceability may be limited by General Enforceability Exceptions; (C) the NAME Group is not, and to the Sellers' knowledge, no other party is in breach or default, and to the Sellers' knowledge no event has occurred which with notice or lapse of time would constitute a breach or default, or permit termination, modification, or acceleration, under the lease; and (D) the NAME Group has not and to the Sellers' knowledge, no other party has repudiated any provision of the lease.
Appears in 1 contract
Samples: Securities Purchase Agreement (Townsquare Media, Inc.)
Real Property; Personal Property. (a) Section 4.16 3.15(a) of the Company Disclosure Letter lists sets forth a complete and correct list as of the date of this Agreement of the street address of each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, the “Owned Real Property”).
(b) Section 3.15(b) of the Company Disclosure Letter sets forth a complete and correct list identified by street address as of the date of this Agreement of the street address of (i) each real property leased, subleased, licensed or otherwise occupied (whether as tenant or subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary under which the Company or any Company Subsidiary pays average annual rent over the remaining term thereof in excess of $100,000 (collectively, the “Lessee Leased Real Property”) and or (ii) each real property owned in fee leased, subleased or licensed (whether as landlord, sub-landlord or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries any Company Subsidiary under which the Company or any Company Subsidiary receives average annual rent over the remaining term thereof in excess of $100,000 (collectively, the “Company Owned Lessor Leased Real Property”; and, ” and together with the Company Lessee Leased Real Property, the “Company Leased Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior complete and correct copies of all leases for the Leased Real Property (including all material amendments Table of Contents thereto) to which the date of this Agreement. Company or any Company Subsidiary is a party (each a “Real Property Lease”).
(c) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Significant Company Subsidiary of the Company has (a) good and valid fee simple title to all Owned Real Property, (b) as of the Company Owned Real Property and has date hereof, a valid leasehold or sub-leasehold interests estate in all of the Company Lessee Leased Real Property, and each (c) to the knowledge of them has good title the Company, to the extent required by the business of the Company and the Company Subsidiaries as currently conducted, peaceful, undisturbed possession of all its owned personal property and valid leasehold Lessee Leased Real Property of which the Company or sub-leasehold interests such Company Subsidiary is a tenant or subtenant (subject to any subleases or similar arrangements that may be in all its leased personal propertyexistence), in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. .
(d) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries Subsidiary is in breach of or default under the terms of any Lease that is material Real Property Lease, and to the business knowledge of the Company and its Significant Subsidiaries, taken as a whole, andof the date hereof, no event or circumstances has occurred and no condition or exists that, that with or without notice or lapse of time, time or both, both would constitute a breach of or default under the terms of any Lease thereunder by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults Company Subsidiary. Except as would have or would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To , to the Knowledge knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases where such breaches or defaults Real Property Lease. Except as would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of Company Leased Real Property Lease is a valid and binding obligation of the Company or the Significant Subsidiary of the a Company which is party thereto Subsidiary, as applicable, and, to the Knowledge knowledge of the Company, of each other party thereto, and is in full force and effecteffect and enforceable against the applicable Company or Company Subsidiary, except that such enforcement may be subject to the Enforceability ExceptionsBankruptcy and Equity Exception.
(e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company, each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, the material tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Merger Agreement (Tellabs Inc)
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of real property owned by the Company or its Subsidiaries (the “Company Owned Real Property Property”) and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all real property leased by the Company or its Subsidiaries (the “Company Leased Real Property” and, together with the Company Owned Real Property, the “Company Real Property”) and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Samples: Merger Agreement (Era Group Inc.)
Real Property; Personal Property. Section 4.16 of (a) Neither the Company Disclosure Letter lists each nor any of its Subsidiaries owns any right, title or interest in or to any real property that is material to the business of the Company and its Significant Subsidiariesproperty, taken as a whole, that is leased by nor does the Company or any of its Significant Subsidiaries (the “Company Leased Real Property”) and each have any option to purchase or acquire any real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreementproperty. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have a valid and enforceable right and license to use or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid an enforceable leasehold or sub-leasehold interests in all of the Company Leased Real Propertyinterest in, and each of them has good title the right to quiet enjoyment of, all its owned personal real property (including all buildings, fixtures, and valid leasehold or sub-leasehold interests in all its leased personal propertyother improvements thereto) used by them, in each case free and clear of all Liens (any Lien except for Permitted Liens.
(b) Section 3.22(b) of the Company Disclosure Letter sets forth a true and complete list (including the location and legal description of the premises, legal names of the parties, the amount of annual rent, the improvements to the real property, the uses being made of the real property, and the space occupied) of all leases, subleases, and other agreements (collectively, the “Leases”) under which the Company or any of its Subsidiaries uses or occupies or has the right to use or occupy, now or in the future, any real property (the “Leased Real Property”). There , and, except as would not reasonably be expected to have a Company Material Adverse Effect, (i) each Lease is no pending orvalid and binding on the Company, each of its Subsidiaries party thereto, and, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, each other party thereto and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in full force and effect; (ii) there is no breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches Subsidiaries or defaults any other party thereto; and (iii) no event has occurred that with or without the lapse of time or the giving of notice or both would have constitute a breach or default under any Lease by the Company or any of its Subsidiaries or any other party thereto. Except as would not reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect. To , (x) the Company has good and valid rights of ingress and egress to and from the Leased Real Property and the public street systems for all street, road, and utility purposes and other purposes necessary or incidental to the business of the Company, (y) neither all nor any portion of any of the Leased Real Property is the subject of any appropriation, condemnation or similar Legal Action, or of any violation of any applicable zoning law, regulation or other Law, Order, regulation or requirement relating to or affecting the Leased Real Property, and to the Knowledge of the Company, no other parties such Legal Action has been threatened or commenced, and (z) to any Leases the actual knowledge of Company the Executive Officers of the Company, all of the buildings, structures, improvements, and fixtures comprising the Leased Real Property are in breach a good state of or default under repair, maintenance, and operating condition and there are no defects with respect thereto which would impair the terms day to day use of any such Leases where buildings, structures, improvements or fixtures or which would subject the Company to liability under applicable Law. The Leased Real Property comprises all of the real property used in or reasonably necessary in connection with the Company’s business.
(c) Section 3.22(c) of the Company Disclosure Letter sets forth a true and complete list of all leases, subleases, and other agreements under which the Company or any of its Subsidiaries uses or has the right to use any tangible personal property (including machinery, tools, and equipment) of another Person and that provide for annual payments or royalties to such breaches Person in excess of $50,000.
(d) The Company and its Subsidiaries have valid title to, or defaults would have or would reasonably be expected to havean enforceable leasehold interest in, individually or in the aggregateall personal Company Assets used by them, a Company Material Adverse Effectfree and clear of any Lien except for Permitted Liens. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of all personal Company Leased Real Property is a valid and binding obligation of Assets owned or leased by the Company or any of its Subsidiaries (i) have been maintained in accordance with generally accepted industry practice, (ii) are in good operating condition and repair, ordinary wear and tear excepted, and (iii) are adequate for the Significant Subsidiary uses to which they are being put. All Company Assets owned or leased by the Company constitute all of the Company which is party thereto and, to assets reasonably necessary for the Knowledge operation of the Company, of each other party thereto, ’s business as currently conducted and as reasonably necessary to continue to conduct the Company’s business after Closing as it is in full force and effect, except that such enforcement may be being conducted.
(e) The Company is not subject to any Contract pursuant to which it is required to expend any sums in excess of $100,000 in order to restore any real property or any tangible personal property leased by the Enforceability ExceptionsCompany to its original condition, to repair or maintain real property or any tangible personal property so leased, or in connection with the expiration or termination of any of the Leases or any lease for any tangible personal property.
Appears in 1 contract
Samples: Merger Agreement (InfoLogix Inc)
Real Property; Personal Property. Section 4.16 (a) Schedule 3.7(a) sets forth a true and complete list of all Owned Real Property. With respect to each parcel of Owned Real Property:
(i) A Company Entity owns good and marketable title to such parcel of Owned Real Property, free and clear of all Liens, other than (A) real estate Taxes and installments of special assessments not yet delinquent, (B) utility easements, public roads, highways and rights-of-way, in each case that do not materially interfere with the present or contemplated use or occupancy of such Owned Real Property, (C) other encumbrances and exceptions set forth on Schedule 3.7(a) and (D) Permitted Liens.
(ii) There are no leases, subleases, licenses, concessions or other agreements entered into by or otherwise granting to any party or parties the right of use or occupancy of any portion of the Owned Real Property, other than those constituting Permitted Liens.
(iii) Other than the right of Buyer pursuant to this Agreement, there are no outstanding options or rights of first refusal to purchase such Owned Real Property, any portion thereof or interest therein granted by or otherwise.
(iv) The plants, buildings and structure on each parcel of Owned Real Property and Leased Real Property are in reasonable operating condition (ordinary wear and tear excepted).
(b) Schedule 3.7(b) sets forth a true and complete list of all Material Leases and the address of each parcel of Leased Real Property. The Company has made available to Buyer a true, correct and complete copy of each such Material Lease (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto). No Company Entity has received written notice of any material default under any of the Material Leases that has not been cured or waived. Except as set forth in Schedule 3.7(b), with respect to each of the Material Leases, (i) such Material Lease is legal, valid, binding and enforceable against the Company, and to the Knowledge of the Company, against the other parties thereto, and in full force and effect, (ii) such Material Lease is free and clear of all Liens other than Permitted Liens and (iii) neither the Company Entities nor, to the Knowledge of the Company, any other party to the Material Lease is in breach or default under such Material Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default under such Material Lease, except to the extent such breach or default would not reasonably be expected to result in a Company Material Adverse Effect. To the Knowledge of the Company, no event has occurred that would allow any other party to a Material Lease to terminate or accelerate performance under or otherwise modify (including upon the giving of notice or the passage of time) any such Material Lease.
(c) Except (i) as set forth in Schedule 3.7(c), (ii) as set forth on the Latest Balance Sheet and (iii) for Permitted Liens, one of the Company Disclosure Letter lists Entities owns, free and clear of all Liens, or has a contract, license or lease to use, all of the tangible personal property and other tangible assets shown on the Latest Balance Sheet and not disposed of in the ordinary course of business thereafter, acquired thereafter or located on its premises, in each real property case that is material to the business or operations of the Company and its Significant Subsidiaries, Entities taken as a whole. Except as set forth in Schedule 3.7(c), that is leased by such tangible personal property and tangible assets in the Company or its Significant Subsidiaries aggregate are in reasonable operating condition (the “Company Leased Real Property”) ordinary wear and each real tear excepted). Such tangible personal property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; andand tangible assets, together with the Company Owned Real Property and the Leased Real Property, constitute all the “Company Real Property”). The Company Real Property comprisesproperty, in all material respects, all of the real property occupied or otherwise assets and rights used in and are sufficient for the operation conduct of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company Entities as presently conducted and its Significant Subsidiariesas currently contemplated to be conducted, taken as a wholeexcept, has been made available to Parent prior to the date of this Agreement. Except in each case, as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Samples: Merger Agreement (Charles River Laboratories International, Inc.)
Real Property; Personal Property. (a) Section 4.16 3.21(a) of the Company Disclosure Letter lists each sets forth a true and complete list of all real property that is material to the business of the Company and its Significant Subsidiariesleased, taken as a wholesubleased, that is leased licensed or otherwise occupied by the Company or any of its Significant Subsidiaries (collectively, the “Company Leased Real Property”) ), the address for each Leased Real Property and a true and complete list of all leases relating to each real property owned in fee by the Company or its Significant Subsidiaries Leased Real Property (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real PropertyProperty Leases”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A has made available to Parent a true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real PropertyLease. Neither the Company nor any of its Significant Subsidiaries is owns any real property.
(b) Except as has not had and would not, individually or in breach of or default under the terms of any Lease that is material aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have a valid and enforceable leasehold interest in all Leased Real Property (including all buildings, fixtures and other improvements thereto) used by the business of the Company and its Significant Subsidiaries, taken Subsidiaries and (ii) the leasehold interest in any such Leased Real Property is not subject to any Lien (except in all cases for Permitted Liens). Except as a whole, and, no event has occurred not had and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Lease of Company the Real Property Leases: (i) the Company’s or its applicable Subsidiary’s possession and quiet enjoyment of the Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto under such Real Property Lease has not been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such Real Property Lease; (ii) the Company or its applicable Subsidiary has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof, other than co-location arrangements between the Company or any of its Subsidiaries and transport vendors, in each case, in the ordinary course of business; and (iii) the Company or its applicable Subsidiary has not collaterally assigned or granted any other party theretosecurity interest in such Real Property Lease or any interest therein.
(c) Except as has not had and would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) the Company and its Subsidiaries have good and marketable title to, or a valid and enforceable leasehold interest in, all tangible Company Assets included as assets on the unaudited consolidated balance sheet of the Company on the Balance Sheet Date and (ii) none of the Company’s or any of its Subsidiaries’ ownership of, or leasehold interest in, any such tangible Company Assets is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsany Liens (except in all cases for Permitted Liens).
Appears in 1 contract
Samples: Merger Agreement (Inteliquent, Inc.)
Real Property; Personal Property. (a) Section 4.16 3.11(a) of the Company Disclosure Letter lists each sets forth a complete and correct list as of the date of this Agreement of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or any of its Significant Subsidiaries (collectively, the “Company Leased Owned Real Property”) and, for each parcel of Owned Real Property, identifies the street address of such Owned Real Property. The Company or its applicable Subsidiary has good and each marketable fee simple title to all Owned Real Property, free and clear of all Encumbrances other than Permitted Encumbrances. Neither the Company nor any of its Subsidiaries (i) lease or grant any Person the right to use or occupy all or any part of the Owned Real Property; (ii) has granted any Person an option, right of first offer, or right of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property owned or interest therein.
(b) The Lease Summary (as defined below) sets forth a true, correct and complete list as of its date (except to the extent of any additions to, terminations or guarantees of, or modifications or amendments to the terms of, the Real Property Leases after such date but on or prior to the date of this Agreement, which additions, terminations, guarantees, modifications or amendments have been reflected in fee by the amendments to the Lease Summary listed on Section 3.11(b) of the Company Disclosure Letter and made available to the Company prior to the date of this Agreement) of all real property leases, subleases, licenses, sublicenses and other occupancy arrangements to which the Company or any of its Significant Subsidiaries is a party and each amendment, modification, and guaranty thereto or with respect thereto (the “Company Owned Real Property Leases”). Each premise subject to a Real Property Lease is hereinafter referred to as a “Leased Real Property”; and, ” (and together with the Company Leased Owned Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement a summary of each Real Property Lease which is accurate in all material respects as of its date (the “Lease Summary”), except to the extent of any additions to, terminations or guarantees of, or modifications or amendments to the terms of, the Real Property Leases after such date but on or prior to the date of this Agreement, which additions, terminations, guarantees, modifications or amendments have been reflected in the amendments to the Lease Summary listed on Section 3.11(b) of the Company Disclosure Letter and made available to the Company prior to the date of this Agreement. Except as set forth on Section 3.11(b) of the Company Disclosure Letter, neither the Company nor any of its Subsidiaries has transferred, mortgaged or assigned any interest in any such Real Property Lease, nor has the Company nor any of its Subsidiaries subleased or otherwise granted rights of use or occupancy of any of the premises described therein to any other Person. Except as has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, with respect to each Real Property Lease, (i) such Real Property Lease is in full force and effect and is legal, valid and binding on the Company and its Subsidiaries, as applicable, and, to the Knowledge of the Company, each other party thereto and enforceable in accordance with its terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance, Table of Contents reorganization, rehabilitation, liquidation, preferential transfer, moratorium and similar Laws now or hereafter affecting creditors’ rights generally and subject, as to enforceability, to general principles of equity (regardless of whether enforcement is sought in a proceeding at equity or law), (ii) neither the Company nor any of its Subsidiaries nor, to the Knowledge of the Company, any other party to such Real Property Lease, is in breach or violation of, or in default under, such Real Property Lease, (iii) no event has occurred or circumstance exists (including the consummation of the Merger and the other Transactions) which, with the delivery of notice, the passage of time or both, would result in such a breach or violation of, or a Significant Subsidiary default under, such Real Property Lease, or permit the termination, modification, loss of any benefit under, or acceleration of rent (or the triggering of any other payments) under such Real Property Lease, (iv) other than as referred to in clause (iii), no right of any other party to such Real Property Lease has materialized entitling such party to terminate such Real Property Lease before the expiration of the Company has good and valid title to all term of the Company Owned such Real Property Lease, and has valid leasehold no right asserted by such party over the Leased Real Property would reasonably be expected to have an adverse effect on the Company’s or sub-leasehold interests in all of the Company its Subsidiaries’ ability to use such Leased Real Property, (v) neither the Company nor any of its Subsidiaries has waived any right under any Real Property Lease or given to or received from any other Person, at any time since January 1, 2015, any notice or other communication regarding any actual, alleged, possible or potential breach of, or default (with or without notice or lapse of time or both) under, any Real Property Lease which has not been cured or remedied in full prior to the date of this Agreement, and, to the Knowledge of the Company, is not otherwise aware of any intention by any counterparty thereto to terminate (other than Real Property Leases that are expiring pursuant to their terms), or not renew any Real Property Lease, or is seeking the renegotiation thereof or substitute performance thereof, and each (vi) to the Knowledge of them has good title the Company, neither the Company nor any of its Subsidiaries are subject to any pending, threatened or scheduled audit or investigation by any counterparty to a Real Property Lease.
(c) Except as set forth in Section 3.11(c) of the Company Disclosure Letter, the Company and its Subsidiaries, as applicable, enjoys peaceful and undisturbed possession of all Real Property, whether owned, leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or any of its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal propertySubsidiaries, in each case free and clear of all Liens Encumbrances other than Permitted Encumbrances.
(except for Permitted Liens)d) To the Knowledge of the Company, there are no applicable Laws in effect that would prevent or limit in any material respect the Company or its Subsidiaries from conducting its operations on the Real Property as they are currently conducted. There is no Action, pending or, or (to the Knowledge of the Company) threatened, threatened condemnation, eminent domain that affects or similar proceedings affecting might materially adversely affect any material portion of the Company Owned Real Property oror any part thereof, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, and neither the Company nor its Subsidiaries have, since December 31, 2014, received any written notice of its Significant Subsidiaries has leased the intention of any Governmental Authority to take or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effectpart thereof. To the Knowledge of the Company, no other parties to there does not exist any Leases of Company Leased condemnation, eminent domain or taking proceeding that affects any Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation Property.
(e) Each of the Company and its Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the Significant Subsidiary tangible personal assets and properties used or held for use by it in connection with the conduct of the Company which is party thereto andits business, to the Knowledge free and clear of the Company, of each all Encumbrances other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsthan Permitted Encumbrances.
Appears in 1 contract
Real Property; Personal Property. Section 4.16 4.17 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, ) comprises all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and has valid leasehold or sub-leasehold sublease hold interests in all its of Company Leased Real Property and leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Neither Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Company Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any such Company Owned Real PropertyProperty or any portion thereof or interest therein. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Samples: Merger Agreement (Seadrill LTD)
Real Property; Personal Property. (a) Section 4.16 3.12(a) of the Company Disclosure Letter lists each Schedule sets forth a list of all real property that is material to the business of owned by the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”); andit being understood that, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to after the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good Agreement and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, prior to the Knowledge of the CompanyClosing, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each caseas applicable, where such breaches shall have the right to sell, transfer, convey or defaults would have otherwise dispose of any or would reasonably be expected all of the Retained Properties. The Company or a Subsidiary thereof has good, valid, marketable and insurable fee simple title to havethe Owned Real Property and owns all of the Owned Real Property and improvements located thereon free and clear of all Liens, individually except Permitted Liens.
(b) Section 3.12(b) of the Company Disclosure Schedule sets forth a list of all leases of real property (the “Leased Real Property” and together with the Owned Real Property, the “Real Property”) pursuant to which the Company or in any Subsidiary of the aggregateCompany is the lessee (individually, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased “Real Property are in breach of or default under Lease” and collectively, the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect“Real Property Leases”). Except as would not have or reasonably be expected to have, individually or in set forth on Section 3.12(b) of the aggregate, a Company Material Adverse EffectDisclosure Schedule, each Lease of Company Leased such Real Property Lease is in full force and effect and is a valid legal, valid, binding and binding enforceable obligation of the Company or the Significant a Subsidiary of the Company which is party thereto Company, as the case may be, and, to the Knowledge of the Company, of each the other party or parties thereto, except (i) as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws affecting creditors’ rights generally and general principles of equity (regardless of whether considered in a proceeding at law or in equity) or (ii) where the failure to be legal, valid, binding or enforceable would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect. Except as set forth on Section 3.12(b) of the Company Disclosure Schedule, neither the Company nor any Subsidiary thereof, nor to the Knowledge of the Company, any other party or parties thereto, is in full force default under any Real Property Lease and, to the Knowledge of the Company, no event has occurred that, with notice or lapse of time or both, would constitute a default by the Company or any Subsidiary thereof or, to the Knowledge of the Company, the other party or parties thereto under any Real Property Lease, except, in each case, for defaults that would not, individually or in the aggregate, have or reasonably be expected to have a Company Material Adverse Effect.
(c) Except as set forth on Section 3.12(c) of the Company Disclosure Schedule, there is access to public roads, streets or the like or valid perpetual easements over private streets, roads or other private property for ingress to and effectegress from the Real Property, except that as would not materially impair the ability to use such enforcement may be subject Real Property in the operation of the business of the Company and its Subsidiaries as currently conducted.
(d) There is no pending, or to the Enforceability ExceptionsKnowledge of the Company, threatened condemnation of any part of the Owned Real Property by any Governmental Authority.
(e) To the Knowledge of the Company, all improvements on the Real Property conform in all material respects to applicable Laws and neither the Company nor any Subsidiary thereof has received any written notice of any violation of such Laws. All improvements on the Real Property are in good condition and repair and have not suffered any casualty or other material damage that has not been repaired in all material respects.
(f) Except as set forth on Section 3.12(f) of the Company Disclosure Schedule:
(i) the buildings, plants, structures, furniture, fixtures, machinery, equipment, vehicle and other items of tangible personal property owned, leased or held by the Company and its Subsidiaries, are, (A) in all material respects, adequate for the uses to which they are being put and (B) to the Knowledge of the Company, in all material respects, in good and serviceable condition and repair (ordinary wear and tear excepted), except (in the case of clauses (A) and (B)) for tangible personal property that is obsolete and no longer used by the Company or its Subsidiaries; and
(ii) all inventory is of good and usable quality except for items of below-standard quality that have been written off.
(g) All accounts receivable of the Company and its Subsidiaries reflected in the Company Financial Statements have arisen from bona fide transactions in the Ordinary Course of Business.
Appears in 1 contract
Samples: Stock Purchase Agreement (New Media Investment Group Inc.)
Real Property; Personal Property. (a) The Company does not own and has never owned any interest in any real property, except the Leased Real Property.
(b) Section 4.16 3.10(b) of the Company Disclosure Letter lists each Schedule sets forth a complete and accurate list of: (i) all real property that is material leased, subleased, licensed or otherwise used, operated or occupied (whether as tenant, subtenant or pursuant to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased other occupancy arrangements) by the Company or its Significant Subsidiaries (collectively, including the buildings, improvements and fixtures located thereon, the “Company Leased Real Property”) and ), including the street address of each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, ; and (ii) each Contract pursuant to which the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company holds any Leased Real Property that is material to the business of the Company and its Significant Subsidiariesas landlord, taken as a wholesublandlord, has been made available to Parent prior to the date of this Agreement. Except as would not have tenant, subtenant, occupant or reasonably be expected to have, individually or in the aggregateotherwise (each, a Company Material Adverse Effect“Real Property Lease”), the Company or a Significant Subsidiary of the including all currently effective amendments and modifications thereto.
(c) The Company has good and valid title to all of the Company Owned Real Property and has a valid leasehold or sub-leasehold interests subleasehold interest in all of the Company (or a valid right to use and occupy), and enjoys peaceful and undisturbed possession of, each Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens other than Permitted Liens. All rent (except including base rent and additional rent) due and payable under each of the Real Property Leases has been paid.
(d) Except: (i) for and as provided in the Real Property Leases; and (ii) for Permitted Liens). , none of the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any Person (other than the Company) any right to the use or occupancy of such Leased Real Property or any part thereof.
(e) There is no condemnation, eminent domain or taking proceeding pending or, to the Knowledge of the CompanySellers’ Knowledge, threatened condemnation, eminent domain or similar proceedings affecting that affects any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a .
(f) The Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion ofgood title to, or material a valid leasehold interest in, any Company Owned Real Property. Neither or with respect to licensed assets, a valid license to use, all material tangible personal property used or held for use by it in connection with the conduct of its business, free and clear of all Liens other than Permitted Liens.
(g) The properties and assets (whether real or personal, tangible or intangible) owned by and leased to the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business constitute all of the Company assets and its Significant Subsidiaries, taken as a whole, and, no event properties necessary to conduct the Company’s business in the manner in which such business has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under been conducted during the terms of any Lease by periods reflected in the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, Financial Statements and is in full force and effect, except that such enforcement may be subject to conducted on the Enforceability Exceptionsdate of this Agreement.
Appears in 1 contract
Real Property; Personal Property. Section 4.16 (a) The Company does not own, and has never owned, any real property.
(b) Section 3.9(b) of the Company Disclosure Letter lists each Schedule sets forth a true, complete and accurate list, as of the date of this Agreement, of: (i) all real property that is material leased, subleased, licensed or otherwise used or occupied (whether as tenant, subtenant or pursuant to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased other occupancy arrangements) by the Company or its Significant Subsidiaries (collectively, the “Company Leased Real Property”); and (ii) and each real property owned in fee by lease, sublease, license or other Contract pursuant to which the Company holds any Leased Real Property as tenant, subtenant, licensee, occupant or its Significant Subsidiaries otherwise (the “Company Owned Real Property Leases” and each, a “Real Property Lease”), including all currently effective amendments and modifications thereto.
(c) With respect to each parcel of Leased Real Property”; and, together with : (i) the Company has a valid and enforceable leasehold or subleasehold interest in (or a valid right to use and occupy), and enjoys peaceful and undisturbed possession of, such Leased Real Property, the “Company Real Property”). The Company free and clear of all Liens other than Permitted Liens, and each Real Property comprisesLease is legal, valid and binding on, and enforceable against, the Company and, to Seller’s Knowledge, on and against the applicable lessor, in all material respectsaccordance with its terms, all of except that such enforceability may be limited by the real property occupied or otherwise used in Enforceability Exceptions; (ii) rent due and payable under the operation of the Company’s business. A true and complete copy of each Lease of Company Leased applicable Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent Lease prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, Agreement has been paid; (iii) the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms applicable Real Property Lease and there are no, and during the Lookback Period that have not been any, material disputes with respect to any Real Property Lease; (iv) the Company has not received written notice of any Lease default or event that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or the lapse of or time, or both, would constitute a breach of or default under the terms applicable Real Property Lease; and (v) the Company has not collaterally assigned or granted any other security interest in any Real Property Lease or interest therein. Seller has delivered to Purchaser a true, correct, and complete copy of each Real Property Lease, together with all amendments, modifications, supplements and notices with respect thereto, if any.
(d) The Company is not a landlord, lessor, sublandlord, sublessor, licensor or grantor under any lease, sublease or other instrument granting to any other Person any right to the possession, lease, occupancy or enjoyment of any Lease by Leased Real Property or any portion thereof and no third party otherwise has any rights to possess or otherwise occupy any of the Leased Real Property.
(e) The assets and rights of the Company or any include all of the assets and rights of the Company that were used in the conduct of its Significant Subsidiariesbusiness as conducted as of the date of the Interim Balance Sheet, in each case, where subject to such breaches or defaults would changes as have or would reasonably be expected to have, individually or occurred in the aggregateordinary course of business. All of the tangible, a Company Material Adverse Effect. To the Knowledge personal property assets of the Company, no other parties to any Leases of Company Leased Real Property including the furniture, fixtures, machinery, equipment, vehicles and leasehold improvements, if any, are in breach good operating condition and repair, ordinary wear and tear excepted, are free of material defect and have been maintained, in all material respects, in accordance with industry practice, and are not in need of maintenance or default under repair, except for routine maintenance or repairs that are not material in nature or cost. All of the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid assets and binding obligation rights of the Company or the Significant Subsidiary constitute all of the Company which is party thereto and, to assets and rights necessary and sufficient for the Knowledge continued conduct of the Company’s business after the Closing in the same manner as conducted immediately prior to the Closing, of are adequate for the uses to which each other party theretois presently being put in the Company’s business, and is constitute all of the assets and rights necessary to conduct the Company’s business as currently conducted. The Company has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, all tangible personal property used or held for use by the Company in full force connection with the conduct of its business, free and effect, except that such enforcement may be subject to the Enforceability Exceptionsclear of all Liens other than Permitted Liens.
Appears in 1 contract
Real Property; Personal Property. (a) Neither the Company nor any of its Subsidiaries owns any real property.
(b) Section 4.16 2.15(b) of the Company Disclosure Letter lists each sets forth a true, correct and complete list, as of the Agreement Date, of all existing leases, subleases, licenses and other agreement pursuant to which the Company or any of its Subsidiaries uses or occupies, or has the right to occupy, now or in the future, any real property that is involving payments in excess of $200,000 per annum (such property, the “Leased Real Property” and each such lease, sublease, license or other agreement, a “Lease”). The Company has made available to Parent true, correct and complete copies of all Leases (including all material modifications, amendments and supplements thereto). With respect to each Lease and except as would not have a Company Material Adverse Effect or materially and adversely affect the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased current use by the Company or its Significant Subsidiaries (of the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, (i) to the “knowledge of the Company, there are no disputes with respect to such Lease, (ii) the Company Real Property”)or one of its Subsidiaries has not collaterally assigned or granted any other security interest in such Lease or any interest therein; and (iii) there are no liens (other than Permitted Liens) on the estate or interest created by such Lease. The Company Real Property comprises, in all material respects, all or one of the real property occupied or otherwise used its Subsidiaries has valid leasehold estates in the operation Leased Real Property, free and clear of all liens (other than Permitted Liens). To the knowledge of the Company’s business. A true and complete copy , neither the Company nor any of each Lease its Subsidiaries is in material breach of or default pursuant to any Lease.
(c) There are no subleases, licenses or similar agreements (each, a “Sublease”) granting to any Person, other than the Company or any of its Subsidiaries, any right to use or occupy, now or in the future any of the Leased Real Property that is material to the business of Property.
(d) Neither the Company and nor its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to Subsidiaries have received written notice within the date 12 months preceding the Agreement Date of this Agreement. any material default under any material lease or sublease.
(e) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company owns, and has good and valid title to to, all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned material personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case purported to be owned by it (free and clear of all Liens (Liens, except for Permitted Liens). There is no pending or, to including all material personal property reflected on the Knowledge Company Financial Statements (except for personal property sold or otherwise disposed of since the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion date of the Company Owned Real Property or, to the Knowledge of the Company, Financial Statements and any material portion of the Company Leased Real Propertyfixtures). Except as would This Section 2.15(e) does not have or reasonably address and will not be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken construed as a whole, and, no event has occurred and no condition exists that, with notice representation or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, warranty regarding Intellectual Property Rights (which are solely addressed in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsSection 2.12).
Appears in 1 contract
Samples: Merger Agreement (Infoblox Inc)
Real Property; Personal Property. (i) Section 4.16 3.1(n)(i)(a) of the Company Disclosure Letter lists each Schedule sets forth a list of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or any of its Significant Subsidiaries (collectively, the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “"Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”Properties"). The Company Real Property comprises, in all material respects, all and each of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a wholeapplicable, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has owns good and valid marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real PropertyProperties, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens), except as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(n)(i)(b) of the Company Disclosure Schedule, there are no parties other than the Company or its Subsidiaries in possession of the Company Owned Properties. There is are no pending or, to the Knowledge of the Company, any threatened condemnation, eminent domain or similar proceedings administrative Actions affecting any material Company Owned Property or any portion thereof, except as would not reasonably be expected to have a Company Material Adverse Effect.
(ii) Section 3.1(n)(ii)(a) of the Company Owned Disclosure Schedule sets forth a list of all real property leased or subleased, as tenant or subtenant, by the Company or any of its Subsidiaries (the "Company Leased Properties"). The Company Leased Properties set forth in Section 3.1(n)(ii)(b) of the Company Disclosure Schedule consist of material Company Leased Real Property orand other Company Leased Real Property having annual lease payment obligations in excess of $1,000,000 (collectively, the "Material Leased Properties"). Except as set forth in Section 3.1(n)(ii)(c) of the Company Disclosure Schedule, the Company and each of its Subsidiaries, as the case may be, has a valid leasehold interest in each Material Leased Property, free and clear of all Liens, other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect. All leases related to any Material Leased Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written notice of a default under the leases related to the Material Leased Properties, and to the Knowledge of the Company, any material portion of the Company landlords under such leases relating to the Material Leased Real Property. Except Properties are not in default, except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Samples: Merger Agreement (Campbell Soup Co)
Real Property; Personal Property. (a) Section 4.16 3.13(a) of the Company Disclosure Letter Schedule lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy street address of each Lease material parcel of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all the current owner of the Company Leased each parcel of Owned Real Property, and each of them .
(i) The Seller has good and marketable title in fee simple to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case parcel of Owned Real Property free and clear of all Liens liens and encumbrances, except Permitted Encumbrances, (except for Permitted Liens). There ii) the Seller has made available to the Purchaser copies of all material title insurance policies relating to the Owned Real Property, in each case to the extent in the Seller’s possession, (iii) no Acquired Company has since the Relevant Company Acquisition Date leased or licensed the use of any Owned Real Property to any third parties, (iv) no Acquired Company is obligated nor has an option to acquire an ownership interest in any real property, (v) there is no condemnation, expropriation, or other proceeding in eminent domain pending or, to Seller’s Knowledge, threatened against the Owned Real Property or any portion thereof, except as would not be material to the Acquired Companies, (vi) there has not been, since the Relevant Company Acquisition Date, any fire or other casualty that affects in any material respect any Acquired Company’s use of the Owned Real Property for the operation of its business therein, (vii) there is no Action or, to the Knowledge of the CompanySeller, threatened condemnationAction, eminent domain relating to the ownership, use, or similar proceedings affecting occupancy of the Owned Real Property or any material portion of thereof by any Acquired Company, (viii) the Company material improvements and fixtures on the Owned Real Property orare in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (ix) the transactions contemplated hereunder with respect to the Knowledge Owned Real Property do not require the consent of any party other than Seller, and (x) the current use and occupancy of all Owned Real Property does not violate in any material respect any zoning, building, safety or environmental Law, or any recorded or unrecorded easement, covenant, condition, or restriction applicable to such Owned Real Property.
(b) Section 3.13(b) of the Company, any Disclosure Schedule lists the street address of each material portion parcel of Leased Real Property and the identity of the Company lessor, lessee and current occupant (if different from lessee) of each such parcel of Leased Real Property. Except as would not have or reasonably be expected The Seller has delivered to havethe Purchaser, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion true and complete copies of the leases in effect at the date hereof relating to the Leased Real Property.
(i) There has not been any lease, sublease, license, assignment, or other similar arrangement entered into by any Acquired Company in respect of the leases relating to the Leased Real Property, and there are (ii) no outstanding optionsAcquired Company that is the tenant under such lease relating to the Leased Real Property, rights of first offer or rights of first refusal nor, to purchase all or the Seller’s Knowledge, the landlord under such lease, is in default in any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company respect thereunder (and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition or circumstance exists that, with notice or lapse the delivery of notice, the passage of time, or both, would constitute a breach of or default thereunder, or permit the termination, modification, or acceleration of rent under such lease), (iii) each lease under which the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid leased to any Acquired Company is legal, valid, binding and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, enforceable according to the Knowledge of the Company, of each other party thereto, its terms and is in full force and effect, (iv) no security deposit or portion thereof deposited with respect to any lease for any of the Leased Real Property has, since the Relevant Company Acquisition Date, been applied in respect of any breach or default under such lease that has not been re-deposited in full, (v) no Acquired Company owes any material brokerage commissions or tenant improvement overages applicable to any of the Leased Real Property, (vi) there is no condemnation, expropriation, or other proceeding in eminent domain pending or, to Seller’s Knowledge, threatened against the Leased Real Property or any portion thereof, except that such enforcement may as would not be subject material to the Enforceability ExceptionsAcquired Companies, (vii) there has not been, since the Relevant Company Acquisition Date, any fire or other casualty that affects in any material respect any Acquired Company’s use of the Leased Real Property for the operation of its business therein, (viii) there is no Action or, to the knowledge of Seller, threatened Action, relating to the lease, use, or occupancy of the Leased Real Property or any portion thereof by any Acquired Company, (ix) the material improvements and fixtures on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, (x) except as specified on Section 3.13(b) of the Disclosure Schedule, the transactions contemplated hereunder with respect to the Leased Real Property do not require the consent of any party other than Seller and will not result in a breach or default under any applicable lease, and (xi) to Seller’s Knowledge, the current use and occupancy of all Leased Real Property does not violate in any material respect any Laws (including zoning, building, safety or environmental Laws), or any recorded or unrecorded easement, covenant, condition, or restriction applicable to such Leased Real Property.
(c) Except for assets disposed of in the Ordinary Course of Business since the Reference Statement Date or as set forth on Section 3.13(c) of the Disclosure Schedule, each Acquired Company has good and valid title to, a valid leasehold interest in, or a valid license to use all of the properties and assets (tangible or intangible, real or personal) reflected on the Interim Financial Statements or acquired, leased, or licensed by the Acquired Companies since the Reference Statement Date, free and clear of any Encumbrances (other than Permitted Encumbrances).
(d) The tangible properties and assets owned, leased, or licensed by the Acquired Companies, including all buildings, plants, structures, improvements, fixtures, machinery, equipment, vehicles, and other tangible assets, are free from material defects, are in good operating condition (reasonable wear and tear excepted), and are suitable, in all material respects, for the uses for which intended. Except for the services to be provided pursuant to the Transition Services Agreement, the properties, assets (tangible or intangible), Governmental Authorizations and Product Registrations owned, leased, licensed or held by the Acquired Companies constitute all of the properties, assets, Governmental Authorizations and Product Registrations used in or necessary to conduct the Business in substantially the same manner as conducted on the date hereof.
Appears in 1 contract
Samples: Stock Purchase Agreement (Platform Specialty Products Corp)
Real Property; Personal Property. (a) Section 4.16 4.19(a) of the Company MTR Disclosure Letter lists contains a list of each parcel of real property that is material to the business of the Company owned by MTR and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company MTR Owned Real Property”; ), and describes the record owner thereof as of the date hereof. MTR has made available to the Company true and complete copies of the most recent title insurance policies and surveys for the MTR Owned Real Property in the possession of MTR or any of its Subsidiaries. Except as set forth on Section 4.19(a) of the MTR Disclosure Letter:
(i) MTR (or any Subsidiary, as applicable) has good, valid and marketable title to the MTR Owned Real Property, free and clear of any Liens other than Permitted Liens.
(ii) None of MTR or any Subsidiary has leased or licensed any portion of the MTR Owned Real Property.
(iii) Neither MTR nor any Subsidiary has since January 1, 2009 received any written notice from any Governmental Entity or other Person asserting a violation or alleged violation of applicable Laws with respect to the MTR Owned Real Property.
(iv) Neither MTR nor any Subsidiary is currently challenging, pursuing any appeals, or in the process of settling with any Governmental Entity regarding the amount of Taxes on, or the assessed value of, the MTR Owned Real Property.
(v) Neither MTR nor any Subsidiary has received any written claim asserting adverse possession by any Person with respect to the MTR Owned Real Property.
(vi) To MTR’s knowledge, no portion of the MTR Owned Real Property is subject to any Action for sale, condemnation, expropriation or taking (by eminent domain or otherwise) by any Governmental Entity, and no such sale, condemnation, expropriation or taking has been proposed or threatened.
(vii) Neither MTR nor any Subsidiary is obligated under or a party to, any option, right of first refusal or other contractual obligation to purchase, acquire, sell or dispose of the MTR Owned Real Property or any portion thereof or interest therein.
(viii) Neither MTR nor any Subsidiary has caused any work or improvements to be performed upon or made to any of the MTR Owned Real Property for which there remains outstanding payment obligations of more than $200,000 in the aggregate.
(ix) All certificates of occupancy and, to MTR’s knowledge, other permits or approvals legally required with respect to the improvements on any of the MTR Owned Real Property and the occupancy and use thereof have been obtained and are currently in effect.
(b) Section 4.19(b) of the MTR Disclosure Letter contains a list of each parcel of real property (the “MTR Leased Real Property” and, together with the Company Leased MTR Owned Real Property, the “Company MTR Real Property”). The Company ) subject to a lease, sublease, ground lease, license, use agreement and other agreement establishing the rights and interests with respect to a MTR Leased Real Property comprisesby MTR and its Subsidiaries (collectively, the “MTR Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses of the premises subject thereto, the date of such Lease and each amendment thereto, and the aggregate annual rent. MTR has made available to the Company true and complete copies of all MTR Leases, including all amendments and agreements thereto, and the MTR Leases set forth on Section 4.19(b) of the MTR Disclosure Letter constitute the entire agreement between MTR or any of its Subsidiaries, on the one hand, and each landlord or sublandlord, on the other hand, with respect to the MTR Leased Real Property.
(i) The MTR Leases are (assuming the due authorization, execution and delivery thereof by the other parties thereto) valid, binding and enforceable with respect to MTR or a Subsidiary, as applicable, and, to MTR’s knowledge, the other parties thereto, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership and other laws of general application affecting the rights and remedies of creditors, and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or Law. There does not exist (x) under any Lease any material default by MTR or any Subsidiary or, to MTR’s knowledge, by any other Person, or (y) any event that, with notice or lapse of time or both, would constitute a default by MTR or any Subsidiary or, to MTR’s knowledge, by any other Person.
(ii) The consummation of the transactions contemplated by this Agreement will not, in all material respectsconnection with such MTR Leases, all (A) impose any penalty or additional fee upon MTR or any Subsidiary or MTR as the surviving company and as successor in interest to MTR, or (B) cause a breach or default with respect to any Lease.
(iii) MTR or a Subsidiary is the holder of the real tenant’s interest under each of the MTR Leases and neither MTR nor any Subsidiary has assigned the MTR Leases or subleased all or any portion of the premises leased thereunder. MTR has not made any alterations, additions or improvements to the premises leased under the MTR Leases that are expressly required to be removed pursuant to the applicable Lease at the termination of the applicable Lease term.
(c) All improvements on the MTR Real Property owned by, leased to, or used by MTR (i) to the knowledge of MTR substantially conform to all applicable state and local Laws, including zoning and building ordinances and health and safety ordinances, and to the knowledge of MTR, such MTR Real Property is zoned for the various purposes for which the MTR Real Property and improvements thereon are presently being used, (ii) are in good repair (ordinary wear and tear excepted) and are suitable for the use presently being made of such improvements by MTR and (iii) together with all MTR Real Property and other tangible personal property occupied and assets owned, leased and used by MTR or otherwise used in any of its Subsidiaries, are adequate and sufficient for the operation of the Company’s business. A true business of MTR as presently conducted.
(d) The machinery, equipment, furniture, fixtures and complete copy other tangible personal property and assets owned, leased, or used by MTR or any of each Lease of Company Leased Real Property that is material its Subsidiaries are (i) to the business knowledge of MTR, in good operating condition, subject to normal wear and tear, (ii) are reasonably fit and usable for the Company purposes for which they are being used, and its Significant Subsidiaries(iii) comply in all respects with, taken as a wholeand are being operated and otherwise used in compliance with, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company all applicable Laws.
(e) MTR or a Significant Subsidiary of the Company MTR owns and has good and valid title to all of the Company Owned Real Property their respective owned tangible personal property and assets and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal propertyproperties and assets, used or held for use in each case their respective businesses as currently conducted, free and clear of all Liens (except in all cases for Permitted Liensthose permissible under any applicable loan agreements and indentures and for title exceptions, defects, encumbrances, liens, charges, restrictions, restrictive covenants and other matters, whether or not of record, which do not affect the continued use of the property for the purposes for which the property is currently being used). There is no pending or, assuming the timely discharge of all obligations owing under or related to the Knowledge tangible personal property and the leased property. No representation is made under this Section 4.19 with respect to any intellectual property or intellectual property rights, which are the subject of Section 4.20.
(f) None of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that Non-Core Land is material to the business or operations of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company MTR or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Real Property; Personal Property. (i) Section 4.16 3.1(n)(i)(a) of the Company Disclosure Letter lists each Schedule sets forth a list of all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or any of its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (collectively, the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real PropertyProperties”). The Company Real Property comprises, in all material respects, all and each of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a wholeapplicable, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has owns good and valid marketable title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real PropertyProperties, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Liens, other than Permitted Liens), except as would not reasonably be expected to have a Company Material Adverse Effect. Except as set forth in Section 3.1(n)(i)(b) of the Company Disclosure Schedule, there are no parties other than the Company or its Subsidiaries in possession of the Company Owned Properties. There is are no pending or, to the Knowledge of the Company, any threatened condemnation, eminent domain or similar proceedings administrative Actions affecting any material Company Owned Property or any portion thereof, except as would not reasonably be expected to have a Company Material Adverse Effect.
(ii) Section 3.1(n)(ii)(a) of the Company Owned Disclosure Schedule sets forth a list of all real property leased or subleased, as tenant or subtenant, by the Company or any of its Subsidiaries (the “Company Leased Properties”). The Company Leased Properties set forth in Section 3.1(n)(ii)(b) of the Company Disclosure Schedule consist of material Company Leased Real Property orand other Company Leased Real Property having annual lease payment obligations in excess of $1,000,000 (collectively, the “Material Leased Properties”). Except as set forth in Section 3.1(n)(ii)(c) of the Company Disclosure Schedule, the Company and each of its Subsidiaries, as the case may be, has a valid leasehold interest in each Material Leased Property, free and clear of all Liens, other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect. All leases related to any Material Leased Property are in full force and effect and are enforceable in accordance with their respective terms, subject to the Bankruptcy and Equity Exception, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company has not received any written notice of a default under the leases related to the Material Leased Properties, and to the Knowledge of the Company, any material portion of the Company landlords under such leases relating to the Material Leased Real Property. Except Properties are not in default, except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Real Property; Personal Property. (a) Section 4.16 3.15(a) of the Company Disclosure Letter lists sets forth a complete and correct list as of the date of this Agreement of the street address of each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, the “Owned Real Property”).
(b) Section 3.15(b) of the Company Disclosure Letter sets forth a complete and correct list, as of the date hereof, identified by street address as of the date of this Agreement of the street address of (i) each real property leased, subleased, licensed or otherwise occupied (whether as tenant or subtenant or pursuant to other occupancy arrangements) by the Company or any Company Subsidiary under which the Company or any Company Subsidiary pays annual rent in excess of $250,000 (collectively, the “Lessee Leased Real Property”) and or (ii) each real property owned in fee leased, subleased or licensed (whether as landlord, sub-landlord or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries any Company Subsidiary under which the Company or any Company Subsidiary receives annual rent in excess of $250,000 (collectively, the “Company Owned Lessor Leased Real Property”; and, ” and together with the Company Lessee Leased Real Property, the “Company Leased Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior complete and correct copies of all leases for the Leased Real Property (including all material amendments thereto) to which the date of this Agreement. Company or any Company Subsidiary is a party (each a “Real Property Lease”).
(c) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company or a Significant Company Subsidiary of the Company has (a) good and valid fee simple title to all Owned Real Property, (b) as of the Company Owned Real Property and has date hereof, a valid leasehold or sub-leasehold interests estate in all of the Company Lessee Leased Real Property, and each (c) to the knowledge of them has good title the Company, to the extent required by the business of the Company and the Company Subsidiaries as currently conducted, peaceful, undisturbed possession of all its owned personal property and valid leasehold Lessee Leased Real Property of which the Company or sub-leasehold interests such Company Subsidiary is a tenant or subtenant (subject to any subleases or similar arrangements that may be in all its leased personal propertyexistence), in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. .
(d) Except as would not have or reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries Subsidiary is in breach of or default under the terms of any Lease that is material Real Property Lease, and to the business knowledge of the Company and its Significant Subsidiaries, taken as a whole, andof the date hereof, no event or circumstances has occurred and no condition or exists that, that with or without notice or lapse of time, time or both, both would constitute a breach of or default under the terms of any Lease thereunder by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults Company Subsidiary. Except as would have or would reasonably be expected to havenot, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect. To , to the Knowledge knowledge of the Company, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases where such breaches or defaults Real Property Lease. Except as would have or would reasonably be expected to havenot, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, have a Company Material Adverse Effect, each Lease of Company Leased Real Property Lease is a valid and binding obligation of the Company or the Significant Subsidiary of the a Company which is party thereto Subsidiary, as applicable, and, to the Knowledge knowledge of the Company, of each other party thereto, and is in full force and effecteffect and enforceable against the applicable Company or Company Subsidiary, except that such enforcement may be subject to the Enforceability ExceptionsBankruptcy and Equity Exception.
(e) Except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, the Company, each of the Company and the Company Subsidiaries has good title to, or a valid leasehold interest in, the tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the (a) The Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company Subsidiaries do not hold fee or its Significant Subsidiaries (the “Company Leased Real Property”) and each comparable title to any real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreementproperty. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and its Subsidiaries have good and legal title to, or have a valid and enforceable right to use or a Significant Subsidiary valid and enforceable leasehold interest in, all real property (including all buildings, fixtures and other improvements thereto) used by them. None of the Company’s and any of its Subsidiaries’ ownership of or leasehold interest in any such property is subject to any Lien, except for such Liens as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(b) Section 3.24(b) of the Company Disclosure Letter sets forth, as of the date of this Agreement, a list (identifying the names of the parties, the term, the address and the use thereof) of each of the material leases, subleases and other agreements (and any amendments thereto) under which the Company or any of its Subsidiaries uses or occupies or has good the right to use or occupy, now or in the future, any material real property (“Company Leases”) and valid title the Company has made available to Parent correct and complete copies of each Company Lease. Each Company Lease is valid, binding and enforceable, subject to any applicable bankruptcy, insolvency (including all Laws related to fraudulent transfers), reorganization, moratorium or similar Law, and no termination event or condition or uncured default on the part of the Company Owned Real Property and has valid leasehold or sub-leasehold interests any such Subsidiary exists under any Company Lease, except as would not reasonably be expected to have, individually or in all of the aggregate, a Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens Material Adverse Effect.
(except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. c) Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred Subsidiaries have good and no condition exists that, with notice or lapse of timelegal title to, or botha valid and enforceable leasehold interest in, would constitute a breach all personal assets used by them sufficient to conduct their respective businesses as currently conducted. None of or default under the terms of any Lease by the Company or Company’s and any of its Significant Subsidiaries’ ownership of or leasehold interest in any such personal assets is subject to any Liens, in each case, where such breaches or defaults except for Liens that would have or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
Appears in 1 contract
Real Property; Personal Property. (a) Section 4.16 5.16(a) of the Company Seller Disclosure Letter lists Schedule contains a list of each parcel of real property that is material to the business of the Company owned by Seller and its Significant Subsidiaries, taken as a whole, that Subsidiaries which is leased by used in connection with the Company or its Significant Subsidiaries Business (the “Company Transferred Owned Real Property”) and identifies which of Seller or its Subsidiaries holds title thereto. The Transferred Owned Real Property, together with the Transferred Leased Real Property, constitutes all of the Real Property used or occupied by Seller and/or its Subsidiaries that primarily relates to or is primarily used in the Business. Each of Seller or its Subsidiary, as applicable and as identified in Section 5.16(a) of the Seller Disclosure Schedule, has good, valid and marketable title to the Transferred Owned Real Property, free and clear of any Liens or other matters affecting title to the Transferred Owned Real Property other than Permitted Liens. With respect to each Transferred Owned Real Property:
(i) none of Seller or any Subsidiary has leased or licensed or otherwise granted or permitted use or occupancy of any portion of the Transferred Owned Real Property (and, to Seller’s Knowledge, no Person (other than Seller or its applicable Subsidiary) is entitled to possess any portion of the Transferred Owned Real Property other than pursuant to any instruments recorded against the Transferred Owned Real Property in the applicable land records) or has subleased or licensed or granted or permitted use or occupancy of any portion of the Transferred Leased Real Property to any Person;
(ii) neither Seller nor any Subsidiary is obligated under, or a party to, any option, right of first refusal, right of first offer or other contractual obligation to purchase, acquire, sell or dispose of the Transferred Owned Real Property or any portion thereof or interest therein;
(iii) neither Seller nor any of its Subsidiaries has received any written notice of any current, and to Seller’s Knowledge, there are no pending or threatened, regulatory Actions or administrative actions which would reasonably be expected to adversely affect any portion of the Transferred Owned Real Property or its present or intended use;
(iv) neither Seller nor any of its Subsidiaries has received any written notice since January 1, 2016 of any, and, to Seller’s Knowledge, there is currently no, material violation of any applicable land use, health and building ordinances, or permits issued in connection therewith, relating to any Transferred Owned Real Property and the use thereof;
(v) to Seller’s Knowledge, neither Seller nor any of its Subsidiaries has received any written notice of and there are no pending or threatened condemnation Actions (or other similar Actions in the nature of eminent domain) of any kind relating to any portion of any Transferred Owned Real Property;
(vi) neither Seller nor any of its Subsidiaries has received any written notice of, and to Seller’s Knowledge, there are no currently pending (i) public improvements or rezoning measures that would be reasonably likely to adversely affect the value or current use of any Transferred Owned Real Property, or (ii) special, general or other assessments that would be reasonably likely to adversely affect any Transferred Owned Real Property; and
(vii) neither Seller nor its Subsidiaries has delivered, nor, to Seller’s Knowledge, do there exist, any deeds, deeds of trust, mortgages, or any other Contracts adversely affecting Seller’s and/or its Subsidiaries’ title to the Transferred Owned Real Property that have not been recorded in the applicable land records and that will not be released at or prior to the Closing.
(b) Section 5.16(b) of the Seller Disclosure Schedule contains a list of (x) each parcel of Real Property which Seller or any its Subsidiaries occupies or has the right to occupy in the conduct of the Business (the “Transferred Leased Real Property”) subject to a lease, sublease, ground lease, license, use agreement or other agreement establishing the rights and each real property owned in fee by the Company interests of Seller or its Significant Subsidiaries with respect to such Transferred Leased Real Property and (y) each lease of Real Property with respect to which Seller or its Subsidiaries is the “Company Owned Real Property”; andlandlord or sublandlord (collectively with each lease, together sublease, ground lease, license, use agreement or other agreement establishing the rights and interests of Seller or its Subsidiaries with the Company respect to Transferred Leased Real Property, the “Company Real PropertyBusiness Leases”). The Company Real Property comprises, Seller has made available to Parent copies of all Business Leases (including all amendments thereto) that are true and correct in all material respects, all and the Business Leases set forth on Section 5.16(b) of the real property occupied Seller Disclosure Schedule constitute the entire agreement between Seller and its Subsidiaries (as applicable), on the one hand, and the applicable landlord, sublandlord or otherwise used in tenant (as applicable), on the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material other hand, with respect to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company applicable Transferred Leased Real Property. The Business Leases are (assuming the due authorization, execution and delivery thereof by the other parties thereto) in full force and effect and valid, binding and enforceable with respect to Seller or a Subsidiary, as applicable, and, to the Knowledge of Seller, the other parties thereto, except as such enforcement may be limited by (i) bankruptcy, insolvency, reorganization, moratorium, receivership and other Laws of general application affecting the rights and remedies of creditors, and each (ii) general principles of them has equity (regardless of whether such enforcement is considered in a proceeding in equity or law). There does not exist under any Business Lease any default (nor to Seller’s Knowledge is there any event or condition that would constitute a material default after notice, lapse or time, or both) by Seller or any Subsidiary nor, to the Knowledge of Seller, by any other party to the related Business Lease.
(c) Seller or its Subsidiaries owns good and marketable title to all its owned personal property and to, or a valid leasehold or sub-leasehold interests in interest in, all its leased personal propertyTransferred Tangible Property, in each case case, free and clear of all Liens (except for other than Permitted Liens). There is no pending or, .
(d) Seller has made available to Buyer Parent copies that are true and complete in all material respects of (i) the Knowledge of deed and/or other instruments (as recorded) by which Seller or its applicable Subsidiary acquired the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Transferred Owned Real Property or, to the Knowledge of the Company, any material portion of the Company and such Transferred Leased Real Property. Except as would not have or reasonably be expected Property and (ii) any title insurance policies and/or surveys with respect to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company such Transferred Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or the extent same are in the aggregate, a Company Material Adverse Effect. To the Knowledge possession or control of the Company, no other parties to any Leases of Company Leased Real Property are in breach of Seller or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptionsits Subsidiaries.
Appears in 1 contract
Samples: Asset Purchase Agreement (Greenbrier Companies Inc)
Real Property; Personal Property. Section 4.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”a) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither Neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to owns any Person the right to use or occupy all or any material portion real property. Section 3.13(a) of the Company Disclosure Letter contains a correct and complete list of (i) all premises leased or subleased or otherwise occupied by the Company as tenant or subtenant (the “Leased Real Property”), together with a correct and complete list of all such leases, subleases or other similar agreements (the “Real Property Leases”), and there are no outstanding options, rights of first offer (ii) all Liens (other than Permitted Liens) relating to or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned affecting the Leased Real Property. Neither the Company nor any of its Significant Subsidiaries is in material breach of or material default under any of the Real Property Leases and, to the knowledge of the Company, no other party to the Real Property Leases is in material breach or material default thereunder.
(b) Subject to the terms of the Real Property Leases, the Company or a Subsidiary of the Company has a valid and subsisting leasehold estate in and the right to quiet enjoyment to the Leased Real Property for the full terms of the leases or subleases (as applicable) thereof by the Company or its Subsidiary, free and clear of all Liens (other than Permitted Liens). Each Real Property Lease is a legal, valid and binding agreement of the Company or a Subsidiary of the Company, in full force and effect and enforceable against the Company or a Subsidiary of the Company, as applicable, in accordance with its terms and, to the knowledge of the Company, represents a legal, valid and binding agreement of the other parties thereto, except, in each case, to the extent that enforceability may be limited by applicable bankruptcy, insolvency, reorganization, receivership, conservatorship, moratorium or other similar Laws affecting the enforcement of creditors’ rights generally and subject to general principles of equity and except that the availability of the equitable remedy of specific performance or injunctive relief is subject to the discretion of the court before which any Lease that proceeding may be brought. The Company has heretofore delivered or made available to Buyer correct and complete copies of all Real Property Leases (including all modifications, amendments and supplements thereto).
(c) The improvements on the Leased Real Property are in good operating condition and in a state of good maintenance and repair, ordinary wear and tear excepted, are adequate and suitable for the purposes for which they are presently being used and, to the knowledge of the Company, there are no condemnation or appropriation proceedings pending or, to the knowledge of the Company, threatened against any Leased Real Property or the improvements thereon.
(d) The Company or a Subsidiary of the Company is material in possession of and has good and marketable title to, or has valid leasehold interests in or valid rights under Contract to use, all tangible personal property used in the conduct of the business of the Company and its Significant Subsidiaries, taken as a wholeincluding all tangible personal property reflected on the Financial Statements for the periods referred to in such Financial Statements, andand tangible personal property acquired since the date of the September Balance Sheet, no event has occurred other than tangible personal property disposed of since such date in the Ordinary Course of Business (and no condition exists that, after the date hereof in compliance with notice or lapse of time, or both, would constitute a breach of or default under Section 6.1). All such tangible personal property is adequate and suitable for the terms of any Lease conduct by the Company or any of and its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge Subsidiaries of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except Business as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party theretopresently conducted by them, and is in full force good working order and effectcondition, except that such enforcement may be subject ordinary wear and tear excepted, and its use complies in all material respects with all applicable Laws.
(e) Except as set forth in Section 3.13(e) of the Company Disclosure Letter or as set forth in the terms of the Real Property Leases, there are no leases, subleases, licenses or other agreements granting to any person other than the Company or its Subsidiaries, any right to the Enforceability Exceptionspossession, use, occupancy or enjoyment of the Leased Real Property or any portion thereof.
(f) Except as set forth in Section 3.13(f) of the Company Disclosure Letter, all of the land, buildings, structures and other improvements to real property used by the Company and its Subsidiaries in the conduct of the Business are located on the premises leased by the Company pursuant to the Real Property Leases.
(g) Neither the Company nor any of its Subsidiaries owns or holds or is obligated under or a party to, any option, right of first refusal or other contractual right to purchase, acquire, sell or dispose of the Leased Real Property or any portion thereof or interest therein.
(h) Except as set forth in Section 3.13(h) of the Company Disclosure Letter, no Consents are required to be obtained by the Company under the Real Property Leases in connection with the performance by the Company of its obligations hereunder or the consummation by the Company of the transactions contemplated hereby.
Appears in 1 contract
Real Property; Personal Property. Section 4.16 (a) None of the Company Parties own or have fee title to any real property.
(b) Section 2.10(b) of the Company’s Disclosure Letter lists Schedule sets forth the address of each real property that is material parcel of Leased Real Property, and a true and complete list of all Leases for each parcel of Leased Real Property. The Company has Made Available to the business GTY Parties, prior to the date of this Agreement, a true and complete copy of each Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. The Company and its Significant SubsidiariesSubsidiaries have performed and observed in all material respects all covenants, taken conditions and agreements required to be performed or observed by the applicable party in connection with the Leases. Neither the Company nor its Subsidiaries are in default (with or without notice or lapse of time or both) under any of the Leases.
(c) Each Company Party holds a leasehold or sub-leasehold estate free and clear of all Liens created by the Company Party, other than Permitted Liens, in the Leased Real Property indicated as a whole, that is leased by the Company or its Significant Subsidiaries Party in Section 2.10(b) of the Company’s Disclosure Schedule.
(d) Except as set forth in Section 2.10(d) of the “Company Company’s Disclosure Schedule, with respect to the premises of Leased Real Property”: (i) and each real property owned no CX Xxxxxx has received any written notice of a Proceeding, suit or administrative action relating to any such parcel of Leased Real Property or other matters affecting adversely the current use or occupancy thereof; (ii) the operation of the Leased Real Property in fee the manner in which it is now operated by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprisescomplies, in all material respects, with all zoning, building, use, safety or other similar Laws; and (iii) no Company Party has granted, or entered into any Contract granting, to any third party the right of use or occupancy of any such parcel of Leased Real Property or portion thereof, and there are no third parties in possession of any such parcel of Leased Real Property or portion thereof.
(e) Except for properties and assets sold or otherwise disposed of in the Ordinary Course of Business, the Company Parties hold and own good and valid title to, or a valid leasehold interest in, all material assets, inventory, machinery, equipment and other material items of tangible personable property that are (i) reflected on the Most Recent Balance Sheet as of the real Most Recent Balance Sheet Date, or (ii) otherwise used in the operation of the Business, in each case, free and clear of all Liens, other than Permitted Liens. All of the material assets, inventory, machinery, equipment and other material items of tangible personable property occupied reflected on the Most Recent Balance Sheet as of the Most Recent Balance Sheet Date or otherwise used in the operation of the Company’s business. A true Business have been maintained, are in good operating condition and complete copy good state of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Propertyrepair, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except are adequate for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there uses for which they are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiariesemployed, in each case, where such breaches or defaults would have or would reasonably be expected in all material respects and subject to have, individually or normal wear and tear in the aggregate, a Company Material Adverse Effect. To the Knowledge Ordinary Course of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsBusiness.
Appears in 1 contract
Real Property; Personal Property. Section 4.16 (a) Neither the Company nor any of the Company Disclosure Letter lists each Subsidiaries own any real property that is material to the business property. The Company and/or one or more of the Company and its Significant Subsidiaries, taken as a wholeapplicable, that is leased enjoys peaceful and undisturbed possession of all real property leased, subleased, licensed or otherwise occupied (whether as tenant, subtenant or pursuant to other occupancy arrangements) by the Company or its Significant Subsidiaries any Company Subsidiary (collectively, including the “Company improvements thereon, the "Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”"). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There .
(b) All Leased Real Property which is no pending orin use, or partly in use, as a medical institution is under written lease contracts, and, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, lessor has legal title to and has the right to lease such assets to the Knowledge of the Company, any material portion of the relevant Company Leased Real PropertySubsidiary. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to haveconstitute, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Subsidiary has the lawful right to use the Leased Real Property for its business and the Leased Real Property is fit to be so used.
(c) Except as would not constitute, individually or in the aggregate, a valid and binding obligation Company Material Adverse Effect, there are no zoning or other applicable Laws in effect that would prevent or limit any Company Subsidiary from conducting its operations on the Leased Real Property as they are currently conducted.
(d) Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, each Leased Real Property currently in use by any of the Company Subsidiaries has validly passed all relevant completion and acceptance tests necessary for the use of the relevant Leased Real Property by the relevant Company Subsidiary, including tests in respect of environmental protection, safety and fire control, and are capable of satisfying their intended operational purposes.
(e) There is no Proceeding (with respect to investigations, to the Company's Knowledge), pending or, to the Company's Knowledge, threatened in a writing delivered to the Company, any Company Subsidiary or their respective directors or officers that affects or is reasonably likely to affect any Leased Real Property or any part thereof, and no Company Subsidiary has, within the Significant Subsidiary past two (2) years, received any notice, written or, to the Company's Knowledge, oral, of the intention of any Governmental Entity to take or use all or any part thereof.
(f) Except (i) as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, (ii) for the Real Property Leases and (iii) for Permitted Liens, none of the Leased Real Properties is subject to any lease, sublease, license or other agreement granting to any Person (other than the Company or any Company Subsidiary) any right to the use or occupancy of such Leased Real Property or any part thereof.
(g) Except as would not constitute, individually or in the aggregate, a Company Material Adverse Effect, each of the Company which is party thereto andand the Company Subsidiaries has good title to, or a valid leasehold interest in, or with respect to licensed assets, a valid license to use, the Knowledge tangible personal assets and properties used or held for use by it in connection with the conduct of its business as conducted on the date of this Agreement, free and clear of all Liens other than Permitted Liens.
(h) To the Company's Knowledge, of each other party theretothere does not exist any condemnation, and is eminent domain or taking proceeding that affects any Leased Real Property that would constitute, individually or in full force and effectthe aggregate, except that such enforcement may be subject to the Enforceability Exceptionsa Company Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chindex International Inc)
Real Property; Personal Property. Except as has not had and would not have, individually or in the aggregate, a Company Material Adverse Effect: (a) the Company and its Subsidiaries have good, marketable and valid fee simple title to all of the real property owned by the Company and its Subsidiaries (the “Owned Real Property”), free and clear of Liens, except Permitted Liens; (b) the Company or a Subsidiary of the Company has valid leasehold interests in all of its leased real property, free and clear of all Liens (except for Permitted Liens and all other title exceptions, changes, defects, easements, restrictions, encumbrances and other matters, whether or not of record, that do not materially affect the current and continued use of the applicable property for the purposes for which such property is currently being used by the Company or a Subsidiary of the Company as of the date hereof); (c) each lease, license, sublease and occupancy agreement (each, a “Lease”) with respect to real property leased, licensed, subleased or otherwise used by the Company or its Subsidiaries as lessee or sublessee (the “Leased Real Property”, together with real property owned by the Company and its Subsidiaries, the “Real Property”), is in full force and effect and enforceable in accordance with their respective terms against the Company or its Subsidiaries that are party thereto and, to the Knowledge of the Company, to the other parties thereto; (d) neither the Company nor any of its Subsidiaries is in breach or default under any of the Leases, and no event has occurred which, with notice, lapse of time or both, would constitute a default or breach of such Leases by any of the Company or its Subsidiaries; and (e) to the Knowledge of the Company, there is no pending or written threat of condemnation or similar action affecting any of the Real Property. Section 4.16 3.16 of the Company Disclosure Letter lists each real property that is material to the business of the Company and its Significant Subsidiaries, taken as sets forth a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Subsidiaries (the “Company Owned Real Property”; and, together with the Company Leased Real Property, the “Company Real Property”). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy list of each Lease of Company all Owned Real Property and Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, . The Company has been made available to Parent prior copies of all deeds, surveys, title policies or title reports in the Company’s possession or control for each parcel of Owned Real Property, together with true and complete copies of each Lease that is material to the date of this AgreementCompany and its Subsidiaries, taken as a whole. Except as has not had and would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each of its Subsidiaries has good title to, or a Significant Subsidiary valid and binding leasehold interest in, all the personal property reflected in the consolidated balance sheet of the Company has good and valid title to all of included in the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real PropertySEC Documents, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for other than Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, neither the Company nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real Property. Neither the Company nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. To the Knowledge of the Company, no other parties to any Leases of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
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Real Property; Personal Property. Section 4.16 Except as would not have or reasonably be expected to have, individually or in the aggregate, a Parent Material Adverse Effect, Parent or a Subsidiary of the Company Disclosure Letter lists each Parent has good and valid title to all real property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, that is leased owned by the Company Parent or its Significant Subsidiaries (the “Company Leased Parent Owned Real Property”) and each good title to all its owned personal property and has valid leasehold or sublease hold interests in all real property owned in fee leased by the Company Parent or its Significant Subsidiaries (the “Company Owned Parent Leased Real Property”; ” and, together with the Company Leased Parent Owned Real Property, the “Company Parent Real Property”) and leased personal property, free and clear of all Liens (except for Permitted Liens). The Company Real Property comprises, in all material respects, all of the real property occupied or otherwise used in the operation of the Company’s business. A true and complete copy of each Lease of Company Leased Real Property that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, has been made available to Parent prior to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary of the Company has good and valid title to all of the Company Owned Real Property and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal property, in each case free and clear of all Liens (except for Permitted Liens). There is no pending or, to the Knowledge of the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion of the Company Owned Real Property or, to the Knowledge of the Company, any material portion of the Company Leased Real Property. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, neither the Company Parent nor any of its Significant Subsidiaries has leased or otherwise granted to any Person the right to use or occupy all any of the Parent Owned Real Property or any material portion of the Company Real Propertythereof, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all such Parent Owned Real Property or any material portion of, thereof or material interest in, any Company Owned Real Propertytherein. Neither the Company Parent nor any of its Significant Subsidiaries is in breach of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a where such breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. To the Knowledge of the CompanyParent, no other parties party to any Leases of Company Leased Real Property are Lease is in breach of or default under the terms of any such Leases Lease where such breaches breach or defaults default would have or would reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Parent Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company Parent or the Significant Subsidiary of the Company Parent which is party thereto and, to the Knowledge of the CompanyParent, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability Exceptions.
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Samples: Merger Agreement (Era Group Inc.)
Real Property; Personal Property. (a) Section 4.16 3.17(a) of the Company Disclosure Letter lists contains a list of each real property that is material to the business parcel of the Company and its Significant Subsidiaries, taken as a whole, that is leased by the Company or its Significant Subsidiaries (the “Company Leased Real Property”) and each real property owned in fee by the Company or its Significant Company, SLJV and their respective Subsidiaries (the “Company Owned Real Property”; ), and describes the record owner thereof as of the date hereof. The Company has made available to MTR true and complete copies of the most recent title insurance policies and surveys for the Company Owned Real Property in the possession of the Company or any of its Subsidiaries. Except as set forth on Section 3.17(a) of the Company Disclosure Letter:
(i) Each of the Company and SLJV (or any Subsidiary, as applicable) has good, valid and marketable title to the Company Owned Real Property, free and clear of any Liens other than Permitted Liens.
(ii) None of the Company, SLJV or any of their respective Subsidiaries has leased or licensed any portion of the Company Owned Real Property.
(iii) None of the Company, SLJV or any of their respective Subsidiaries has since January 1, 2009 received any written notice from any Governmental Entity or other Person asserting a violation or alleged violation of applicable Laws with respect to the Company Owned Real Property.
(iv) None of the Company, SLJV or any of their respective Subsidiaries is currently challenging, pursuing any appeals, or in the process of settling with any Governmental Entity regarding the amount of Taxes on, or the assessed value of, the Company Owned Real Property.
(v) None of the Company, SLJV or any of their respective Subsidiaries has received any written claim asserting adverse possession by any Person with respect to the Company Owned Real Property.
(vi) To the Company’s knowledge, no portion of the Company Owned Real Property is subject to any Action for sale, condemnation, expropriation or taking (by eminent domain or otherwise) by any Governmental Entity, and no such sale, condemnation, expropriation or taking has been proposed or threatened.
(vii) None of the Company, SLJV or any of their respective Subsidiaries is obligated under or a party to, any option, right of first refusal or other contractual obligation to purchase, acquire, sell or dispose of the Company Owned Real Property or any portion thereof or interest therein.
(viii) None of the Company, SLJV or any of their respective Subsidiaries has caused any work or improvements to be performed upon or made to any of the Company Owned Real Property for which there remains outstanding payment obligations of more than $200,000 in the aggregate.
(ix) All certificates of occupancy and, the Company’s knowledge, other permits or approvals legally required with respect to the improvements on any of the Company Owned Real Property and the occupancy and use thereof have been obtained and are currently in effect.
(b) Section 3.17(b) of the Company Disclosure Letter contains a list of each parcel of real property (the “Company Leased Real Property” and, together with the Company Leased Owned Real Property, the “Company Real Property”). The Company Real Property comprises) subject to a lease, in all material respectssublease, all of ground lease, license, use agreement and other agreement establishing the real property occupied or otherwise used in the operation of the Company’s business. A true rights and complete copy of each Lease of interests with respect to a Company Leased Real Property by the Company, SLJV and their respective Subsidiaries (collectively, the “Company Leases”), including, with respect to each such Lease, the identity of the landlord or sublandlord, the addresses of the premises subject thereto, the date of such Lease and each amendment thereto, and the aggregate annual rent. The Company has made available to MTR true and complete copies of all Company Leases, including all amendments and agreements thereto, and the Company Leases set forth on Section 3.17(b) of the Company Disclosure Letter constitute the entire agreement between the Company, SLJV or any of their respective Subsidiaries, on the one hand, and each landlord or sublandlord, on the other hand, with respect to the Company Leased Real Property.
(i) The Company Leases are (assuming the due authorization, execution and delivery thereof by the other parties thereto) valid, binding and enforceable with respect to the Company, SLJV or any of their respective Subsidiaries, as applicable, and, to the Company’s knowledge, the other parties thereto, except as such enforcement may be limited by (A) bankruptcy, insolvency, reorganization, moratorium, receivership and other laws of general application affecting the rights and remedies of creditors, and (B) general principles of equity (regardless of whether such enforcement is considered in a proceeding in equity or Law. There does not exist (x) under any Lease any material default by the Company, SLJV or any of their respective Subsidiaries or, to the Company’s knowledge, by any other Person, or (y) any event that, with notice or lapse of time or both, would constitute a default by the Company, SLJV or any of their respective Subsidiaries or, to the Company’s knowledge, by any other Person.
(ii) The consummation of the transactions contemplated by this Agreement will not, in connection with such Company Leases, (A) impose any penalty or additional fee upon the Company, SLJV or any of their respective Subsidiaries or the Company as the surviving limited liability company and as successor in interest to the Company, or (B) cause a breach or default with respect to any Lease.
(iii) The Company, SLJV or any of their respective Subsidiaries is the holder of the tenant’s interest under each of the Company Leases and none of the Company, SLJV or any of their respective Subsidiaries has assigned the Company Leases or subleased all or any portion of the premises leased thereunder. None of the Company, SLJV or any of their respective Subsidiaries has made any alterations, additions or improvements to the premises leased under the Company Leases that are expressly required to be removed pursuant to the applicable Lease at the termination of the applicable Lease term.
(c) All improvements on the Company Real Property owned by, leased to, or used by the Company, SLJV or any of their respective Subsidiaries (i) to the knowledge of the Company substantially conform to all applicable state and local Laws, including zoning and building ordinances and health and safety ordinances, and to the knowledge of the Company, such Company Real Property is material to zoned for the various purposes for which the Company Real Property and improvements thereon are presently being used, (ii) are in good repair (ordinary wear and tear excepted) and are suitable for the use presently being made of such improvements by the Company and (iii) together with all Company Real Property and other tangible personal property and assets owned, leased and used by the Company, SLJV or any of their respective Subsidiaries, are adequate and sufficient for the operation of the business of the Company as presently conducted.
(d) The machinery, equipment, furniture, fixtures and its Significant Subsidiariesother tangible personal property and assets owned, taken as a wholeleased, has been made available to Parent prior or used by the Company, SLJV or any of their respective Subsidiaries are (i) to the date of this Agreement. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company or a Significant Subsidiary knowledge of the Company Company, in good operating condition, subject to normal wear and tear, (ii) are reasonably fit and usable for the purposes for which they are being used, and (iii) comply in all respects with, and are being operated and otherwise used in compliance with, all applicable Laws.
(e) Each of the Company, SLJV and their respective Subsidiaries owns and has good and valid title to all of their respective owned tangible personal property and assets, good and merchantable title to the Company Owned Real Property Vessel, and has valid leasehold or sub-leasehold interests in all of the Company Leased Real Property, and each of them has good title to all its owned personal property and valid leasehold or sub-leasehold interests in all its leased personal propertyproperties and assets, used or held for use in each case their respective businesses as currently conducted, free and clear of all Liens (except in all cases for Permitted Liensthose permissible under any applicable loan agreements and indentures and for title exceptions, defects, encumbrances, liens, charges, restrictions, restrictive covenants and other matters, whether or not of record, which do not affect the continued use of the property for the purposes for which the property is currently being used). There is no pending or, assuming the timely discharge of all obligations owing under or related to the Knowledge owned tangible personal property, the Vessel and the leased property. The Vessel is currently documented with, and has current and valid certificate of inspection issued by, the Company, threatened condemnation, eminent domain or similar proceedings affecting any material portion United Stated Coast Guard. Section 3.17(e) of the Company Owned Real Property orDisclosure Letter is a full and complete list of all reports, to studies and related documentation produced or delivered at the Knowledge of the Company, any material portion direction of the Company Leased Real Property. Except as would not have or reasonably be expected to haveany third party since January 1, individually or in 2011 relating to the aggregatephysical condition of the Vessel and the improvements thereto and compliance with all Laws with respect thereto, a Company Material Adverse Effect, neither and the Company nor any has made available true, correct and complete copies of its Significant Subsidiaries has leased or otherwise granted such reports, studies and related documentation to any Person the right to use or occupy all or any material portion of the Company Real Property, and there are no outstanding options, rights of first offer or rights of first refusal to purchase all or any material portion of, or material interest in, any Company Owned Real PropertyMTR. Neither the Company nor any of its Significant Subsidiaries The Vessel is in breach sufficient condition and repair and is adequate for the use, occupancy and operation of or default under the terms of any Lease that is material to the business of the Company and its Significant Subsidiaries, taken as a whole, and, no event has occurred and no condition exists that, with notice or lapse of time, or both, would constitute a breach of or default under the terms of any Lease by the Company or any of its Significant Subsidiaries, in each case, where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregateEldorado Casino Shreveport Joint Venture, a Company Material Adverse Effect. To the Knowledge Louisiana general partnership and a wholly-owned Subsidiary of the Company, no other parties conducted thereat. To the Company’s knowledge, the improvements situated on the Vessel are free from structural defects and violations of Laws applicable thereto. No representation is made under this Section 3.17 with respect to any Leases intellectual property or intellectual property rights, which are the subject of Company Leased Real Property are in breach of or default under the terms of any such Leases where such breaches or defaults would have or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not have or reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, each Lease of Company Leased Real Property is a valid and binding obligation of the Company or the Significant Subsidiary of the Company which is party thereto and, to the Knowledge of the Company, of each other party thereto, and is in full force and effect, except that such enforcement may be subject to the Enforceability ExceptionsSection 3.18.
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