Real Property; Real Property Leases. (a) Schedule 3.9(a) contains a brief description of all real property owned by the Seller Parties or their Affiliates as of the date of this Agreement exclusively for use in the Business (the “Owned Real Property”). Except as described in Schedule 3.9(a), the Seller Parties or their subsidiaries have good and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to the Owned Real Property (it being understood that until the consummation of the Mergers only LIN TV holds such title).
(b) Schedule 3.9(b) sets forth a list of each material lease or similar contract or agreement under which any Seller Party or any of its Affiliates is a lessee of, or occupies, exclusively for use in the Business, any real property owned by any third Person (each such lease, contract or agreement, whether or not material, a “Real Property Lease,” and the property leased under the Real Property Leases is referred to herein, together with the Owned Real Property, as the “Real Property”) that is in effect as of the date of this Agreement. The applicable Seller Party or one of its subsidiaries has a valid leasehold interest in, sub leasehold interest in, or other occupancy right with respect to, the leased or occupied premises under the Real Property Leases in effect as of the date hereof.
(c) Neither the whole nor any part of the Owned Real Property nor, to the Knowledge of the Seller Parties, any property leased by any Seller Party or any of its Affiliates under any Real Property Lease is subject to any pending or threatened suit for condemnation or other taking by any public authority that would reasonably be expected to impair the Buyer’s occupancy or use of the applicable Real Property in any material respect. Each Seller Party’s and its Affiliates’, as applicable, use and occupancy of the Real Property complies, in all material respects, with all regulations, codes, ordinances and statutes of all applicable Governmental Bodies.
Real Property; Real Property Leases. Except as set forth in Schedule 3.8: (i) Seller does not own or lease any real property and (ii) Seller is not a party to any Contract or option to purchase or lease any real property or interest therein.
Real Property; Real Property Leases. (a) Schedule 4.10(a) contains a brief description of all real property owned or leased by Tribune Denver in connection with the Business and the operation of the Stations as they are now operated and each option held by Tribune Denver to acquire any real property (the “Real Property”). No Real Property other than that listed on Schedule 4.10(a) is used in, held for use in connection with, or necessary for the conduct of the Business or the operation of the Stations as they are now operated. Tribune Denver has marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to the owned Real Property.
(b) There are no material encroachments upon the Real Property owned by Tribune Denver nor, to the Knowledge of Tribune Denver, any Real Property leased by Tribune Denver, by any buildings, structures, or improvements located on adjoining real estate. None of the buildings, structures, or improvements (including without limitation any ground radials, guy wires or guy anchors) constructed on the Real Property owned by Tribune Denver nor, to the Knowledge of Tribune Denver, any Real Property leased by Tribune Denver, encroaches upon adjoining real estate, and all such buildings, structures, and improvements are constructed in conformity with or are “grandfathered” with respect to all “setback” lines, easements, and other restrictions, or rights of record, or that have been established by any applicable building or safety code or zoning ordinance, except in any case for any of the foregoing which would not materially impair the ability of Tribune Denver or Optionee to own or operate the Stations or the Business or which would not involve any material cost or expense to cure or remedy. Such “grandfathered” approvals shall survive indefinitely the transfer of the Real Property to Optionee. No utility lines serving the Real Property nor guy wires supporting any tower pass over the lands of others except where appropriate easements have been obtained. Neither the whole nor any part of the Real Property owned by Tribune Denver nor, to the Knowledge of Tribune Denver, any Real Property leased by Tribune Denver is subject to any pending or threatened suit for condemnation or other taking by any public authority. As of the date of this Agreement, there exists no writ, injunction, decree, order or judgment, nor any litigation, pending, or to the Knowledge of Tribune Denver, threatened, relating to Tribune Denver’s use, lease, occupancy or...
Real Property; Real Property Leases. Fireline owns no Real Property. Schedule 4.05(g) sets forth a list and brief description of each Real Property Lease or other agreement or right, whether written or oral (including in each case the lease rate, the expiration date thereof and a brief description of the property covered thereby) under which Fireline is lessee of, or holds or operates any real property owned by a third party and used in connection with the Business. All of such Real Property Leases are valid and enforceable in accordance with their respective terms, and there is not under any of such Real Property Leases, any material breach or default on the part of Fireline or, to the best knowledge of Fireline and Shareholder, any other party or any event that, with the giving of notice or lapse of time or both, would constitute such a material breach or default on the part of Fireline or, to the best knowledge of Fireline and Shareholder, on the part of any other party.
Real Property; Real Property Leases. (a) Schedule 3.10(a) contains a brief description of all real property owned by Seller (the “Owned Real Property”). Subject to Permitted Encumbrances, Seller has good and marketable fee simple title (free and clear of any Encumbrances other than Permitted Encumbrances) to the Owned Real Property.
(b) Schedule 3.10(b) also sets forth a list of each material lease or similar agreement under which Seller or Option Party is lessee of, or holds or operates, any real property owned by any third Person (collectively, the “Real Property Leases” and the property leased under such Real Property is referred to herein, together with the Owned Real Property, as the “Real Property”). Seller or Option Party, as applicable, enjoys, in all material respects, peaceful and undisturbed possession of the leased premises under the Real Property Leases.
(c) As of the date of this Agreement, neither the whole nor any part of the Owned Real Property nor, to the Knowledge of Seller, any property leased by Seller under any Real Property Lease is subject to any pending or threatened suit for condemnation or other taking by any public authority. Seller’s or Option Party’s use and occupancy of the Real Property complies, in all material respects, with all regulations, codes, ordinances and statutes of all applicable Governmental Bodies.
Real Property; Real Property Leases. The Emmis Entities do not own any real property which is used in ----------------------------------- the operation of the Station or the Business. Schedule 3.10 contains a brief description of all real property leased by ------------- the Emmis Entities and principally used in the operation of the Station, and each option held by either Emmis Entity to acquire any real property for use principally in the operation of the Station (the “Real Property”). Schedule 3.10 also sets forth a list of each lease or similar agreement under which either Emmis Entity is lessee of, or holds or operates, any real property owned by any third Person and principally used in the operation of the Station (the “Real Property Leases”). As of the date of this Agreement, to the Knowledge of the Emmis Entities, no Real Property is subject to any ------ pending or threatened suit for condemnation or other taking by any public authority.
Real Property; Real Property Leases. (a) Section 2.18(a) of the Disclosure Schedule lists all real property owned by the Company and the Company Subsidiaries (the “Owned Real Property”). The Company has Made Available copies of all title insurance policies and land surveys in the possession of the Company or any Company Subsidiary to the extent that the same relate to any Owned Real Property. The Company and the Company Subsidiaries have, or will have at Closing, all rights necessary to (i) operate Dodger Stadium, (ii) have the Club play games at Dodger Stadium and (iii) otherwise hold events at Dodger Stadium.
(b) Section 2.18(b) of the Disclosure Schedule lists all leases under which real property is leased to or by the Company or any Company Subsidiary as lessee or lessor that are in effect as of the date of this Agreement and that are not being rejected or otherwise terminated in accordance with the Plan of Reorganization. Copies of all such leases, as amended or modified through the date of this Agreement, have been Made Available. All such leases are in full force and effect.
Real Property; Real Property Leases. Neither the Company nor any Subsidiary owns any real property. Schedule 3.11 sets forth all leases and subleases under which either the Company or any Subsidiary is lessor or lessee or sublessor or sublessee of any real property (the “Real Property Leases”). The Company has provided true, correct and complete copies of all such Real Property Leases, including any amendments to such Real Property Leases, to the Buyer. The Real Property Leases are in full force and effect and constitute binding and enforceable agreements of the Company or the Subsidiary and, to Seller’s knowledge, the landlords or lessors party thereto. The Company or the Subsidiary that is a party to any Real Property Lease is not in breach or default thereunder and, to the knowledge of Seller no landlord is in breach or violation of any such Real Property Lease and no event has occurred that with notice or lapse of time, or both, would constitute a breach or default thereunder by the Company or the Subsidiary that is a party thereto, except where any such Company or Subsidiary breach or default would not have, individually or in the aggregate, a Material Adverse Effect.
Real Property; Real Property Leases. Seller does not own or hold any interest in Real Property other than as set forth on Schedule 2.4 with respect to the Real Property Leases. Schedule 2.4 sets forth a list and copies of all leases and subleases under which Seller is lessor or lessee or sublessor or sublessee of any Real Property (the “Real Property Leases”). Copies of all Real Property Leases have been delivered to Buyer. Seller has not assigned any Real Property Leases.
Real Property; Real Property Leases. No Company Entity currently owns, or has ever owned, any fee title in any real property. The applicable Company Entity has a valid and subsisting leasehold estate in, and the right to quiet enjoyment of, the real property subject to the real property leases set forth on Disclosure Schedule 7.17 (the “Real Property Leases”). The Real Property Leases are the only real property leases to which a Company Entity is party, or otherwise included in the assets of, any Company Entity. Each of the Real Property Leases is a legal, valid and binding obligation of the applicable Company Entity, enforceable in accordance with its terms (subject to Enforceability Limitations) and there is no material default (or any condition or event which, after notice or lapse of time or both, would constitute a material default) thereunder by the Company Entity or, to the Knowledge of the Company, any landlord. Except as set forth on Disclosure Schedule 7.17, the Real Property Leases consist solely of leases for commercial office space and no Company Entity has ever leased any real property other than commercial office space.
