REAL PROPERTY; REPORTING. (i) Company has never owned, leased or otherwise occupied, had an interest in or operated any real property other than the Land and approximately two (2) acres in Dallas, Texas, previously leased by Company that was used solely for a staging area. Company has good, fee simple title to the Land except as permitted under Article 3 hereof. Except as set forth on Schedule 5.10(i): (a) The Land is, and at all times during operation of the Facility has been, fully licensed, permitted and authorized for the operation of the Facility under all Applicable Laws relating to the protection of the environment, the Land and the conduct of the Facility thereon (including, without limitation, all zoning restrictions and land use requirements). (b) The Land is usable for its current uses and can be used by the Surviving Corporation after the Closing for such uses without violating any Applicable Law or private restriction, and such uses are legal conforming uses. There are no proceedings or amendments pending and brought by or, to the best of Stockholders' knowledge, threatened by, any third party which would result in a change in the allowable uses of the Land or which would modify the right of the Surviving Corporation to use the Land for its current uses after the Closing Date (subject to Schedule 5.19). (c) Stockholders and Company have made available to Buyer all engineering, geologic and other similar reports, documentation and maps relating to the Land in the possession or control of Stockholders or Company. (d) To the best of Stockholders' knowledge, no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Land, other than as set forth in the Owner's Policy. (e) Neither Company, Stockholders nor the Land now is or ever has been involved in any litigation or administrative proceeding seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the environment, other than as set forth on Schedule 5.19. (f) No third party has a present or future right to possession of all or any part of the Land, other than Force, Inc., Texline Gas Company and Industrial Bank which hold deeds of trust to secure Company's debt (which debt is part of the Assumed Debt). (g) No portion of the Land contains any areas that could be characterized as disturbed, undisturbed or man made wetlands or as "waters of the United States" pursuant to any Applicable Laws or the procedural manuals of the Environmental Protection Agency, U.S. Army Corps of Engineers or the Department of Natural Resources of the applicable state, whether such characterization reflects current conditions or historic conditions which have been altered without the necessary permits or approvals. (h) There are no mechanic's liens affecting the Land and no work has been performed on the Land within 120 days of the date hereof for which a mechanic's lien could be filed. (i) To the best of Stockholders' knowledge, there (subject to Schedule 5.19) are no levied or pending special assessments affecting all or any part of the Land and none is threatened. (j) There are no pending or, to the best of Stockholders' knowledge, threatened condemnation or eminent domain proceedings affecting all or any part of the Land. (ii) To the best of Stockholders' knowledge, subject to Schedule 5.19, Company has provided to the government agencies requiring the same, all material reports, notices, filings and other disclosures required by Applicable Laws and all such reports, notices, filings and other documents were complete and accurate in all material respects at the time provided to said government agencies.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (U S Liquids Inc)
REAL PROPERTY; REPORTING. (i) Company has never owned, leased or otherwise occupied, had an interest in or operated any real property other than the Land Leased Land. A true and approximately two (2) acres in Dallascomplete copy of the AMS Lease, Texastogether with all amendments or other modifications thereto, previously leased by Company that was used solely for a staging area. Company has good, fee simple title to the Land except is attached hereto as permitted under Article 3 hereofSchedule 5.10(i). Except as set forth on Schedule 5.10(i):
(aA) The Leased Land is, and at all times during operation of the Facility has been, is fully licensed, permitted and authorized for the operation of the Facility Business under all Applicable Laws (hereinafter defined) relating to the protection of the environment, the Leased Land and the conduct of the Facility Business thereon (including, without limitation, all zoning restrictions and land use requirements).
(bB) The Leased Land is usable for its current uses and can be used by the Surviving Corporation Buyer after the Closing for such uses without violating any Applicable Law or private restriction, and such uses are legal conforming uses. There are no proceedings or amendments pending and brought by or, to the best of Stockholders' knowledge, or threatened by, by any third party which would result in a change in the allowable uses of the Leased Land or which would modify the right of the Surviving Corporation Buyer to use the Leased Land for its current uses after the Closing Date (subject to Schedule 5.19)uses.
(cC) Stockholders Stockholder and Company have made available to Buyer all engineering, geologic and other similar reports, documentation and maps relating to the Leased Land in the possession or control of Stockholders Stockholder or Company.
(dD) To the best of Stockholders' knowledge, no No third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Leased Land, other than as set forth in the Owner's Policy.
(eE) Neither Company, Stockholders Stockholder nor the Leased Land now is or ever has been involved in any litigation or administrative proceeding seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the environment, other than as set forth on Schedule 5.19.
(fF) No third party has a an unrecorded present or future right to possession of all or any part of the Land, Leased Land other than Force, Inc., Texline Gas Company and Industrial Bank which hold deeds of trust to secure Company's debt (which debt is part of the Assumed Debt)landlord under the AMS Lease.
(gG) No portion of the Leased Land contains any areas that could be characterized as disturbed, undisturbed or man made wetlands or as "waters of the United States" pursuant to any Applicable Laws or the procedural manuals of the Environmental Protection Agency, U.S. Army Corps of Engineers or the Texas Department of Natural Resources of the applicable stateResources, whether such characterization reflects current conditions or historic conditions which have been altered without the necessary permits or approvals.
(hH) There are no mechanic's mechanics' liens affecting the Leased Land and no work has been performed on thereon at the Land request of Company within 120 days of the date hereof for which a mechanic's lien could be filed.
(iI) To the best of Stockholders' knowledge, there (subject to Schedule 5.19) There are no levied or pending special assessments affecting all or any part of the Leased Land and none is threatened.
(jJ) There are no pending or, to the best of Stockholders' knowledge, or threatened condemnation or eminent domain proceedings affecting all or any part of the Leased Land.
(ii) To the best of Stockholders' knowledge, subject to Schedule 5.19, Company has provided provided, to the government agencies requiring the same, all material reports, notices, filings and other disclosures required by Applicable Laws and all such reports, notices, filings and other documents were complete and accurate in all material respects at the time provided to said government agencies.
Appears in 1 contract
REAL PROPERTY; REPORTING. (i) Except for land used to park vehicles and warehouse space at an annual rent not exceeding $2,000, Company has never owneddoes not own, leased lease or otherwise occupiedoccupy, had or have an interest in in, or operated operate any real property other than the Land and approximately two (2) acres in Dallas, Texas, previously leased by Company that was used solely for a staging areaLand. Company has good, good fee simple title to the Land except as permitted under Article 3 hereofOwned Land. Except as set forth on Schedule 5.10(i):
(a) The Onondaga Land is, and at all times during operation of the Facility has been, fully licensed, permitted and authorized for the operation of the Facility under all Applicable Laws relating to the protection of the environment, the Land and the conduct of the Facility thereon (including, without limitation, all zoning restrictions and land use requirements).
(b) The Jordan Land and the Owned Land are each fully licensed, permitted and authorized for their respective current uses.
(c) The Land is usable for its current uses and and, to the best of Stockholders' knowledge, can be used by the Surviving Corporation Company after the Closing for such uses without violating any Applicable Law or private restriction, and such uses are legal conforming uses. There are no proceedings or amendments pending and brought by or, to the best of Stockholders' knowledge, threatened by, any third party which would result in a change in the allowable uses of the Land or which would modify the right of the Surviving Corporation Company to use the Land for its current uses after the Closing Date (subject to Schedule 5.19)Date.
(cd) Stockholders and Company have made available to Buyer all engineering, geologic and other similar reports, documentation and maps relating to the Land in the possession or control of Stockholders or Company.
(de) To the best of Stockholders' knowledge, no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Land, other than as set forth in the Owner's Policy.
(ef) Neither Company, Stockholders nor nor, to the best of Stockholders' knowledge the Land now is or ever has been involved in any litigation or administrative proceeding seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the environment, other than as set forth on Schedule 5.19.
(fg) No To the best of Stockholders' knowledge, no third party has a present or future right to possession of all or any part of the Owned Land, other than Force, Inc., Texline Gas Company and Industrial Bank which hold deeds of trust to secure Company's debt (which debt is part of the Assumed Debt).
(gh) No To the best of Stockholders' knowledge, no portion of the Owned Land contains any areas that could be characterized as disturbed, undisturbed or man made wetlands or as "waters of the United States" pursuant to any Applicable Laws or the procedural manuals of the Environmental Protection Agency, U.S. Army Corps of Engineers or the Department of Natural Resources of the applicable state, whether such characterization reflects current conditions or historic conditions which have been altered without the necessary permits or approvals.
(hi) There To the best of Stockholders' knowledge, there are no mechanic's liens affecting the Land and no work has been performed on the Land within 120 days of the date hereof for which a mechanic's lien could be filed.
(ij) To the best of Stockholders' knowledge, there (subject to Schedule 5.19) There are no levied or pending special assessments affecting all or any part of the Owned Land and or Leased Land and, to the best of Stockholders' knowledge, none is threatened.
(jk) There are no pending or, to the best of Stockholders' knowledge, threatened condemnation or eminent domain proceedings affecting all or any part of the Land.
(ii) To the best of Stockholders' knowledge, subject to Schedule 5.19, Company has provided to the government agencies requiring the same, all material reports, notices, filings and other disclosures required by Applicable Laws and all such reports, notices, filings and other documents were complete and accurate in all material respects at the time provided to said government agencies.
Appears in 1 contract
REAL PROPERTY; REPORTING. (i) Company has never owned, leased or otherwise occupied, had an interest in or operated any real property other than the Land and approximately two (2) acres in Dallas, Texas, previously leased by Company that was used solely for a staging area. Company has good, fee simple title or leasehold title, as applicable, to the Land except as permitted under Article 3 hereof. Except as set forth on Schedule 5.10(i5.6(i):
(a) The At all times since August 26, 1997, the Treatment Facility Land ishas been fully licensed, permitted and at authorized for the operation of the Treatment Facility as currently conducted, in all material respects under all applicable zoning and land use requirements (the "Zoning Laws").
(b) At all times during operation of the Solidification Facility and MSW Facility, the Solidification Facility Land has been, fully licensed, permitted and authorized for the operation of the Solidification Facility and MSW Facility under all Applicable Laws relating to the protection of the environment, the Land and the conduct of the Facility thereon (including, without limitation, all zoning restrictions and land use requirements)Zoning Laws.
(bc) The Land is usable for its current uses and can be used by the Surviving Corporation Buyer after the Closing for such uses without materially violating any Applicable Law or private restrictionZoning Law, and such uses are legal conforming uses. There To the best of Seller's and Parent's knowledge, there are no proceedings or amendments pending and brought by or, to the best of Stockholders' knowledge, or threatened by, any third party which would result in a material change in the allowable uses of the Land or which would modify the right of the Surviving Corporation Company to use the Land for its current uses after the Closing Date (subject to Schedule 5.19)Date.
(cd) Stockholders and The Company have has made available to Buyer all engineering, geologic and other similar reports, documentation and maps relating to the Land in the possession or control of Stockholders Seller, Parent or Company.
(d) To the best of Stockholders' knowledge, no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Land, other than as set forth in the Owner's Policy.
(e) Neither Since August 26, 1997, neither Company, Stockholders Parent nor the Land now is or ever Seller has been involved in any litigation or administrative proceeding relating to Company seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the environment, other than as set forth on Schedule 5.19.
(f) No third party has a present or future right to possession of all or any material part of the Land, other than Force, Inc., Texline Gas Company and Industrial Bank which hold deeds of trust to secure Company's debt (which debt is part of except the Assumed Debt)respective lands under the Office Lease.
(g) No portion of the Land contains any areas that could be characterized as disturbed, undisturbed or man made wetlands or as "waters of the United States" pursuant to any Applicable Laws or the procedural manuals of the Environmental Protection Agency, U.S. Army Corps of Engineers or the Department of Natural Resources of the applicable state, whether such characterization reflects current conditions or historic conditions which have been altered without the necessary permits or approvals.
(h) There are no mechanic's liens affecting the Land and no work has been performed on the Land within 120 days of the date hereof for which a mechanic's lien could be filed.
(i) To the best of Stockholders' knowledge, there (subject to Schedule 5.19) are no levied or pending special assessments affecting all or any part of the Land and none is threatened.
(j) There are no pending or, to the best of Stockholders' Seller's and Parent's knowledge, threatened condemnation or eminent domain proceedings affecting all or any part of the Land.
(ii) To the best of Stockholders' Seller's knowledge, subject to Schedule 5.19, Company has provided to the government agencies requiring the same, all material reports, notices, filings and other disclosures required by Applicable Laws and all such reports, notices, filings and other documents were complete and accurate in all material respects at the time provided to said government agencies.
(iii) Except for the Office Lease, Company does not lease any real property necessary for the operation of the Business as currently operated. Set forth on Schedule 5.6 are correct and complete copies of the Office Lease. With respect to such lease:
(a) such lease is legal, valid, binding, enforceable and in full force and effect and represents the entire agreement between the respective lessor and lessee with respect to such property;
(b) neither Company, Seller nor Parent has: (A) received any notice of cancellation or termination under such lease and no lessor has any right of termination or cancellation under such lease, or (B) received any notice of a breach or default under such lease, which breach or default has not been cured; and
(c) neither Company, Seller nor Parent nor (to the best knowledge of Company, Seller and Parent) any other party to such lease, is in breach or default in any material respect, and, to the best knowledge of Company, Seller and Parent, no event has occurred that, with notice or lapse of time would constitute such a breach or default or permit termination, modification or acceleration under the such lease.
(iv) Seller presently enjoys peaceful and quiet possession of the Office Land.
Appears in 1 contract
REAL PROPERTY; REPORTING. (i) Company has never owned, leased or otherwise occupied, had an interest in or operated any real property other than the Land and approximately two that certain property surrounding the Land as described in Exhibit C (2) acres in Dallas, Texas, previously leased by Company that was used solely for a staging areathe "Additional Land"). Company currently leases the Land from Reyncor Industrial Alcohol, Inc. pursuant to a valid written lease and by virtue of such lease has good, fee simple leasehold title to the Land except as permitted under Article 3 hereof. Except as set forth on Schedule 5.10(i):
(a) The Land is, and at all times during operation of the Facility has been, fully licensed, permitted and authorized for the operation of the Facility under all Applicable Laws relating to the protection of the environment, the Land and the conduct of the Facility thereon (including, without limitation, all zoning restrictions and land use requirements).
(b) The Land is usable for its current uses and can be used by the Surviving Corporation Buyer after the Closing for such uses without violating any Applicable Law or private restriction, and such uses are legal conforming uses. There are no proceedings or amendments pending and brought by or, to the best of StockholdersMembers' knowledge, threatened by, any third party which would result in a change in the allowable uses of the Land or which would modify the right of the Surviving Corporation Buyer to use the Land for its current uses after the Closing Date (subject to Schedule 5.19).
(c) Stockholders Members and Company have made available to Buyer all engineering, geologic and other similar reports, documentation and maps relating to the Land in the possession or control of Stockholders Members or Company.
(d) To the best of Stockholders' knowledge, no third parties have any rights to drill or explore for, collect, produce, mine, excavate, deliver or transport oil, gas, coal, or other minerals in, on, beneath, across, over, through, from or to any portion of the Land, other than as set forth in the Owner's Title Policy.
(e) Neither Company, Stockholders Members nor the Land now is or ever has been involved in any litigation or administrative proceeding seeking to impose fines, penalties or other liabilities or seeking injunctive relief for violation of any Applicable Laws relating to the environment, other than as set forth on Schedule 5.19.
(f) No Other than pursuant to the Real Estate Lease, no third party has a present or future right to possession of all or any part of the Land, other than Force, Inc., Texline Gas Company and Industrial Bank which hold deeds of trust to secure Company's debt (which debt is part of the Assumed Debt).
(g) No portion of the Land contains any areas that could be characterized as disturbed, undisturbed or man made wetlands or as "waters of the United States" pursuant to any Applicable Laws or the procedural manuals of the Environmental Protection Agency, U.S. Army Corps of Engineers or the Department of Natural Resources of the applicable state, whether such characterization reflects current conditions or historic conditions which have been altered without the necessary permits or approvals.
(h) There are no mechanic's liens affecting the Land and no work has been performed on the Land within 120 days of the date hereof for which a mechanic's lien could be filed.
(i) To the best of StockholdersMembers' knowledge, there (subject to Schedule 5.19) are no levied or pending special assessments affecting all or any part of the Land and none is threatened.
(j) There are no pending or, to the best of StockholdersMembers' knowledge, threatened condemnation or eminent domain proceedings affecting all or any part of the Land.
(ii) To the best of StockholdersMembers' knowledge, subject to Schedule 5.19, Company has provided to the government agencies requiring the same, all material reports, notices, filings and other disclosures required by Applicable Laws and all such reports, notices, filings and other documents were complete and accurate in all material respects at the time provided to said government agencies.
Appears in 1 contract
Samples: Purchase of Membership Interests Agreement (U S Liquids Inc)
