Real Property Representations Sample Clauses

Real Property Representations. Except as noted, the following representations and warranties in this Section 4.12(c) apply to both the Owned and Leased Real Property (the "Real Property"). Except as set forth in Section 4.12(c) of the Disclosure Schedule, no work has been performed on or with respect to or in connection with any of the Real Property that would cause such Real Property to become subject to any mechanics', materialmen's, workmen's, repairmen's, carriers' or similar liens. The structures, plants, improvements, systems and fixtures (including, without limitation, storage tanks or other impoundment vessels, whether above or below ground) located on each such parcel of Real Property, but in the case of Buyer-Leased Real Property, only such of the foregoing as have been installed or constructed by or for the Company, conform with all Federal, state and local statutes and laws and all ordinances, rules, regulations and similar governmental and regulatory requirements and are (with respect to each parcel of real property taken as a whole) in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Real Property (other than Buyer-Leased Real Property), in view of the purposes for which it is currently used or for which it is proposed to be used pursuant to existing plans, conforms with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements, and current, valid certificates of occupancy (or equivalent governmental approvals) have been issued for each such item of Real Property to the extent required by law; and the Shareholders have no Knowledge of any proposed material change in any such governmental or regulatory requirements or in any such zoning requirements. Except as set forth in Section 4.12(c) of the Disclosure Schedule, all existing electrical, plumbing, fire sprinkler, lighting, air conditioning, heating, ventilation, elevator and other mechanical systems located in or about the Real Property are (with respect to each parcel of Real Property, taken as a whole) in good operating condition and repair, ordinary wear and tear excepted. The maintenance and operation of such items located in or about Third-Party Leased Real Property is and has been conducted in compliance with the terms and conditions of all leases to which the Company or any Subsidiary is a party. Except with respect to Buyer-Leased Real Property, the Company or the applicable Subsidiary has all easements, rights-of-way a...
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Real Property Representations. Except as set forth in Section 6(h)(iii) of the Disclosure Schedule, no work has been performed on or with respect to or in connection with the Real Property that would cause the Real Property to become subject to any mechanics', materialmen's, workmen's, repairmen's, carriers' or similar liens aggregating in excess of $15,000. The structures, plants, improvements, systems and fixtures (excluding storage tanks or other impoundment vessels, whether above or below ground) located on the Real Property conform with all Federal, state and local statutes and laws and all ordinances, rules, regulations and similar governmental and regulatory requirements applicable to their current uses (except as set forth in Section 6(h)(iii) of the Disclosure Schedule, and except for Environmental Laws which are addressed exclusively in Section 6(r)) and are in good operating condition and repair, ordinary wear and tear excepted. The Real Property, in view of the purposes for which it is currently used, conforms with all covenants or restrictions of record and conforms with all applicable building codes and zoning requirements; to the Knowledge of Seller, current, valid certificates of occupancy (or equivalent governmental approvals) have been issued for the Real Property to the extent required by law; and Seller has no Knowledge of any proposed material change in any such governmental or regulatory requirements or in any such zoning requirements. Except as set forth in Section 6(h)(iii) of the Disclosure Schedule, all existing electrical, plumbing, fire sprinkler, lighting, air conditioning, heating, ventilation, elevator and other mechanical systems located in or about the Real Property are in good operating condition and repair, ordinary wear and tear excepted. Seller has all easements, rights-of-way and similar rights necessary to conduct the Business as presently conducted and to use the Real Property as currently used, including, without limitation, easements and licenses for pipelines, power lines, water lines, roadways and other access. All such easements and rights are valid, binding and in full force and effect, any amounts due and payable thereon to date have been paid or have been fully accrued for in the books and records of Seller, neither Seller nor any other party thereto is in default thereunder, and there exists no event or condition affecting Seller or any other party thereto, which, with the passage of time or notice or both, would constitute a material def...
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Real Property Representations. Section 3.16 Contracts and Commitments Section 3.17 Customers and Suppliers Section 3.18 Litigation Section 3.19 Environmental Matters Section 3.20 Compliance with Laws; Permits
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Real Property Representations. 38 9.28 Conduct of Business Prior to Closing.............................41 9.29 Obligations to Employees.........................................42 9.30 Compliance with Employment Requirements..........................42 9.31 Representations..................................................42 Article X Representations and Warranties of Purchaser...................42 10.1 Organization of Purchaser........................................43 10.2 Authorization....................................................43 TABLE OF CONTENTS (continued) PAGE 10.3 No Conflict or Violation.........................................43
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Real Property Representations. In connection with the Real Property, the Companies make the following representations and warranties to Purchaser which are and will be true and complete on the Closing Date:
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Real Property Representations. The following representations and warranties in this Section 4.10(c) apply to the Owned Real Property and the Leased Real Property (the "Real Property"). Except as set forth in Section 4.10(c) of the Disclosure Schedule, no work has been performed on or with respect to or in connection with any of the Real Property that would cause such Real Property to become subject to any mechanics', materialmen's, workmen's, repairmen's, carriers' or similar liens aggregating in excess of $25,000. The structures, plants, improvements, systems and fixtures (excluding storage tanks or other impoundment vessels, whether above or below ground) located on each such parcel of Real Property conform with all Federal, state and local statutes and laws and all ordinances, rules, regulations and similar governmental and regulatory requirements applicable to their current uses (except as set forth in Section 4.10(c) of the Disclosure Schedule) and are in good operating condition and repair, ordinary wear and tear excepted. Each such parcel of Real Property, in view of the purposes for which it is currently used, conforms with all covenants or restrictions of record and each such parcel conforms with all applicable building codes and zoning requirements current, valid certificates of occupancy (or equivalent governmental approvals) have been issued for each item of Real Property to the extent required by law; and the Company has no Knowledge of any proposed material change in any such governmental or regulatory requirements or in any such zoning requirements. Except as set forth in Section 4.10(c) of the Disclosure Schedule, all existing electrical, plumbing, fire sprinkler, lighting, air conditioning, heating, ventilation, elevator and other mechanical systems located in or about the Real Property are in good operating condition and repair, ordinary wear and tear excepted. The maintenance and operation of such items located in or about the Real Property are and have been conducted in substantial compliance with the terms and conditions of all leases or subleases to which the Company or any Subsidiary is a party. The Company or the applicable Subsidiary has all easements, rights-of-way and similar rights necessary to conduct its business as presently conducted and to use the items of Real Property as currently used, including, without limitation, easements and licenses for pipelines, power lines, water lines, roadways and other access. All such easements and rights are valid, bindi...
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Real Property Representations 
Sample 1

Related to Real Property Representations

  • Environmental Representations and Warranties Except as otherwise disclosed by that certain Phase I environmental report (or Phase II environmental report, if required) delivered to Lender by Borrower in connection with the origination of the Loan (such report is referred to below as the “Environmental Report”), (a) there are no Hazardous Substances or underground storage tanks, surface impoundments, landfills, or disposal areas in, on, or under the Property and no Hazardous Substances have been handled, manufactured, generated, stored, processed, or disposed of on or released or discharged from the Property, except those that are (i) in compliance with Environmental Laws and with permits issued pursuant thereto (to the extent such permits are required under Environmental Laws), (ii) de-minimis amounts necessary to operate the Property for the purposes set forth in this Agreement which will not result in an environmental condition in, on or under the Property and which are otherwise permitted under and used in compliance with Environmental Laws, and (iii) fully disclosed to Lender in writing prior to the execution of the Loan Documents; (b) there are no past, present or threatened Releases of Hazardous Substances in, on, under or from the Property which has not been fully remediated in accordance with Environmental Law; (c) there is no threat of any Release of Hazardous Substances migrating to the Property; (d) there is no past or present non-compliance with or liability under any Environmental Laws, or with permits issued pursuant thereto, in connection with the Property (or operations thereon) which has not been fully remediated or resolved in accordance with Environmental Law; (e) Borrower does not know of, and has not received, any written or oral notice or other communication from any Person (including a Governmental Authority) relating to the possible liability of any Person pursuant to any Environmental Law, any Hazardous Substances or other environmental conditions present at or otherwise involving the Property, any Hazardous Substances requiring Remediation under any Environmental Laws, or any actual or potential administrative or judicial proceedings in connection with any of the foregoing; (f) Borrower has truthfully and fully disclosed to Lender, in writing, any and all information relating to environmental conditions in, on, under or from the Property that is known to Borrower and has provided to Lender all information that is contained in Borrower’s files and records, including any reports relating to Hazardous Substances in, on, under or from the Property or the environmental condition of the Property; and (g) there are no Institutional Controls or Environmental Liens on or affecting the Property.

  • Environmental Representations Except as disclosed on Schedule 5.17 to this Agreement: (i) the operations of the Company and its Subsidiaries comply in all material respects with Environmental, Health or Safety Requirements of Law; (ii) the Company and its Subsidiaries have all material permits, licenses or other authorizations required under Environmental, Health or Safety Requirements of Law and are in material compliance with such permits; (iii) neither the Company, any of its Subsidiaries nor any of their respective present property or operations, or, to the Company’s or any of its Subsidiaries’ knowledge, any of their respective past property or operations, are subject to or the subject of, any investigation known to the Company or any of its Subsidiaries, any judicial or administrative proceeding, order, judgment, decree, settlement or other agreement respecting: (A) any material violation of Environmental, Health or Safety Requirements of Law; (B) any remedial action; or (C) any material claims or liabilities arising from the Release or threatened Release of a Contaminant into the environment; (iv) there is not now, nor to the Company’s or any of its Subsidiaries’ knowledge has there ever been, on or in the property of the Company or any of its Subsidiaries any landfill, waste pile, underground storage tanks, aboveground storage tanks, surface impoundment or hazardous waste storage facility of any kind, any polychlorinated biphenyls (PCBs) used in hydraulic oils, electric transformers or other equipment, or any asbestos containing material; and (v) neither the Company nor any of its Subsidiaries has any material Contingent Obligation in connection with any Release or threatened Release of a Contaminant into the environment.

  • Perfection Representations The representations, warranties and covenants set forth on Schedule I hereto shall be a part of this Agreement for all purposes. Notwithstanding any other provision of this Agreement or any other Basic Document, the perfection representations contained in Schedule I shall be continuing, and remain in full force and effect until such time as all obligations under the Indenture have been finally and fully paid and performed. The parties to this Agreement: (i) shall not waive any of the perfection representations contained in Schedule I, (ii) shall provide the Rating Agencies with prompt written notice of any breach of perfection representations contained in Schedule I, and (iii) shall not waive a breach of any of the perfection representations contained in Schedule I.

  • Collateral Representations No Person other than the Credit Parties, owns or has other rights in the Collateral, and the Collateral is valid and genuine Collateral, free from any Lien of any kind, other than the Lien of Lender and Permitted Liens.

  • Tenant Representations Each person executing this Amendment on behalf of Tenant represents and warrants to Landlord that: (a) Tenant is properly formed and validly existing under the laws of the state in which Tenant is formed and Tenant is authorized to transact business in the state in which the Building is located; (b) Tenant has full right and authority to enter into this Amendment and to perform all of Tenant’s obligations hereunder; and (c) each person (and both persons if more than one signs) signing this Amendment on behalf of Tenant is duly and validly authorized to do so.

  • Contractor Representations Contractor represents and warrants to Subcontractor as follows: (a) Contractor (i) is duly organized, validly existing and in good standing under the laws of its state of incorporation or organization, (ii) has the power and authority to own its properties and to carry on business as now being conducted, and (iii) has the power to execute and deliver this Subcontract; (b) The execution and performance by Contractor of the terms and provisions of this Subcontract by Contractor have been duly authorized by all requisite action, and neither the execution nor the performance of this Subcontract will violate any provision of law, any order of any court or other agency of government, the organizational documents of Contractor or any indenture, agreement or other instrument to which Contractor is a party, or by which Contractor is bound, or be in conflict with, result in a breach of, or constitute (with due notice or lapse of time or both) a default under, or except as may be provided by this Subcontract, result in the creation or imposition of any lien, charge or encumbrance of any nature whatsoever upon any of the property or assets of Contractor pursuant to, any such indenture agreement or instrument; (c) Contractor has obtained all licenses, permits and approvals required to perform the Services to be provided by Contractor under the Prime Contract; and (d) Contractor is not under suspension or debarment by the Commonwealth or any other governmental entity, instrumentality or authority.

  • Tenant’s Representations and Warranties The undersigned represents and warrants to Landlord that (i) Tenant is duly organized, validly existing and in good standing in accordance with the laws of the state under which it was organized; (ii) all action necessary to authorize the execution of this Amendment has been taken by Tenant; and (iii) the individual executing and delivering this Amendment on behalf of Tenant has been authorized to do so, and such execution and delivery shall bind Tenant. Tenant, at Landlord's request, shall provide Landlord with evidence of such authority.

  • Contractor Representations and Warranties Contractor makes each of the following representations and warranties as of the effective date of this Contract and at the time any order is placed pursuant to this Contract. If, at the time of any such order, Contractor cannot make such representations and warranties, Contractor shall not process any orders and shall, within three (3) business days notify Enterprise Services, in writing, of such breach.

  • Landlord’s Representations and Warranties 7.1. Landlord warrants that it is, or before the Lease Commencement Date, will be, the owner in fee of the Leased Premises, that the Leased Premises will not be subject to any liens or mortgages, except for those certain mortgages, the holders of which have executed Tenant's Standard Subordination, Non-Disturbance and Attainment Agreement ("SNDA") in the form as shown on the attached Exhibit "F," and that Landlord has full right and title to execute and perform this Lease. 7.2. So long as this Lease is in force and effect, Landlord agrees that it will not permit the disturbance of, nor interference with, Tenant's quiet enjoyment of the Leased Premises in accordance with the terms of this Lease. 7.3. Promptly after execution of this Lease, Landlord shall furnish Tenant with satisfactory evidence of Landlord's title in the form of a copy of a deed or a copy of a signed purchase agreement. It on the date Landlord acquires title to the Leased Premises the Leased Premises or any part of the Leased Premises is subject to any mortgage, deed of trust or other encumbrance in the nature of a mortgage, which is prior and superior to this Lease, Landlord will deliver to Tenant in form and substance reasonably satisfactory to Tenant, an agreement duly executed by such mortgagee or trustee, obligating such mortgagee or trustee or any successor to the mortgagee or trustee to be bound by this Lease and by all of Tenant's rights under this Lease, provided Tenant is not in default beyond any applicable cure period under the terms of this Lease. 7.4. Landlord has or will obtain a title insurance policy insuring the Leased Premises and any easements benefiting the Leased Premises. Landlord represents and warrants that with respect to any exceptions to the title to the Leased Premises that (a) nothing contained in any of said exceptions prohibits or restricts Landlord from performing any or all of its obligations under this Lease during its full term, (b) none of said exceptions adversely affects or interferes with Tenant's enjoyment of the Leased Premises in accordance with the terms of this Lease, and (c) there are no easements under, above or through the building to be constructed on the leased Premises. 7.5. Landlord warrants and represents to Tenant that no brokerage commissions have been charged to, or paid by, Tenant in relation to this Lease to brokers in which Landlord has an ownership interest or who are subsidiaries or affiliates of Landlord.

  • Borrower’s Representations Borrower hereby represents and warrants that, after giving effect to this Amendment Agreement and the transactions contemplated hereby, no Potential Default or Event of Default has occurred and is continuing under the Credit Agreement or other Loan Documents.