Real Property; Tangible Property. (a) Schedule 3.13(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens. (b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. (c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(a4.14(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b4.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) The Company does not own any real property.
(b) Schedule 3.13(a4.12(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies Company (including any and all amendments, extensions or renewals thereto) (the “Leased Real Property”)) and such Leased Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the Business of the Company. The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect, subject to the Remedies Exception. There are no Liens on the estate created by such Company Real Property Lease, other than Permitted Liens. The Company has made available to Parent Iconic true, correct and complete copies of all material Company Real Property Leases. None Leases as of the Group Companies date hereof. The Company is not in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would . The Company has not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No As of the date of this Agreement, to the Knowledge of the Company, no party to any Company Real Property Lease has exercised any termination rights with respect thereto. The Company has not assigned, pledged, mortgaged, hypothecated, or otherwise transferred any Company Real Property Lease or any interest therein nor has the Company subleased, licensed, or otherwise granted any Person a right to use or occupy such Lease Real Property or any portion thereof.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its the material tangible assets (including but not limited to any machinery, equipment, furniture, fixtures, and other tangible personal property, other than the Inventory which is addressed in Section 4.12(d), below) reflected on the Financial Statements or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases; and (iii) any assets sold or otherwise disposed of by the Company after the date of the Interim Financial Statements in the ordinary course of business. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group CompaniesCompany: (A) constitute all of the material assets, rights and properties (other than Intellectual Property) that are necessary for the operation of the businesses Business of the Group Companies Company as they are it is now conducted, and taken together, are adequate and sufficient for the operation of the businesses Business of the Group Companies Company as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, practice and are in good working order and condition, except for ordinary normal wear and tear excepted.
(d) All of the Inventory consists of a quality and as would not, individually or quantity usable and salable in the aggregateordinary course of business consistent with past practice, reasonably be expected subject to be material to normal and customary allowances in the business industry for spoilage and damage. All items included in the Inventory are the property of the Group CompaniesCompany, taken free and clear of any Lien other than Permitted Liens, have not been pledged as a wholecollateral and conform in all material respects to all standards applicable to such Inventory or its use or sale imposed by Governmental Entities.
Appears in 1 contract
Real Property; Tangible Property. (a) The Company does not own, and has never owned, any real property.
(b) Schedule 3.13(a3.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned leased, subleased, licensed or otherwise occupied, by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”), including the address of such Leased Real Property and all leases, subleases, licenses, occupancy agreements and other similar documents related to the Company’s use or occupancy of any Leased Real Property, including all amendments and modifications thereto, and guarantees thereof (collectively, the “Company Real Property Leases”). The Company or one of the Company Subsidiaries has a valid, binding good and enforceable valid leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property free and each clear of the leases, lease guarantees, agreements any and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof Liens (collectively, the “Company Real Property Leases”other than Permitted Liens), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. No Leased Real Property, or any portion thereof, is currently sublet or sublicensed by the Company to a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened with respect to any Leased Real Property which individually or in the aggregate, would be reasonably likely to be material to the Company.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group CompaniesCompany: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies Company as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a wholeCompany.
Appears in 1 contract
Samples: Merger Agreement (D8 Holdings Corp.)
Real Property; Tangible Property. (a) Schedule 3.13(a3.12(a) of the Company Disclosure Letter lists, as Schedules lists the street address of all material Owned Real Property and the date current owner of this Agreement, all real property owned by the Group Companies (the “each Owned Real Property”). The Company or one of the Company Subsidiaries has have good and marketable fee simple title to all Owned Real Property, subject only free and clear of all Liens, other than Permitted Liens. Neither the Company nor any Company Subsidiary has leased or otherwise granted to any Permitted LiensPerson the right to use or occupy the Owned Real Property or any portion thereof. There are no outstanding options, rights of first offer or first refusal to purchase the Owned Real Property or any portion thereof or interest therein. The Company or a Company Subsidiary has the right to access a public road or other means of lawful access to and from the Owned Real Property.
(b) Schedule 3.13(b3.12(b) of the Company Disclosure Letter lists, as Schedules lists the street address of all material leasehold interest under each of the date of this Agreementreal properties under which it is a lessee, all material real property leased by the Group Companies sublessee or licensee (the “Company Leased Properties”, together with Owned Real Property, “Company Property”). The Company or one Each of the Company Subsidiaries has a Leased Properties is valid, binding and enforceable leasehold estate inenforceable, free and enjoys peaceful and undisturbed possession of, clear of all Leased Real Property Liens (other than Permitted Liens) and each of the leases, lease subleases, licenses or other occupancy agreements, guarantees, agreements and documents related to any Company Leased Real PropertyProperties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), ) and is in full force and effect. The True and correct copies of the Company has Real Property Leases have been made available to Parent true, correct and complete copies Parent. Neither the Company nor any Company Subsidiary has received any written notice of all material Company Real Property Leases. None of the Group Companies is in a breach of or default under any Company Real Property Leasethereunder, and, and to the Knowledge of the Company, no event has occurred and no circumstance exists whichthat, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such constitute a breach or defaultdefault thereunder, except for any such breaches or defaults as that would not not, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as have a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real PropertyCompany Material Adverse Effect. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. None of the Company or any Company Subsidiary has collaterally assigned, mortgaged, deeded in trust or granted any other security interest in any Company Real Property Lease or any interest therein. No security deposit or portion thereof deposited with respect to any Company Real Property Lease has been applied in respect of a material breach or default under such Company Real Property Lease which has not been redeposited in full. Neither the Company nor any Company Subsidiary owes any brokerage commission in connection with any Company Real Property Lease.
(c) The No condemnation proceeding is pending or, to the Knowledge of the Company, threatened in writing which would preclude or impair the use of any Company Property by the Company or one any Company Subsidiary for the purposes for which it is currently used.
(d) To the Knowledge of the Company, (i) each completed unit constituting Company Subsidiaries Property sold and closed in connection with an offering to the general public (other than parcels which are currently under construction or units not yet sold or not yet offered for sale to the general public) is adequately served by proper utilities and other building services necessary for its current use, and (ii) all of the buildings and structures located at the parcels of Company Property are structurally sound with no material defects that are not being addressed in the ordinary course and are in good operating condition in all material respects, ordinary wear and tear excepted.
(e) Each Group Company owns and has good and marketable title to, or holds a valid leasehold interest in in, or right a valid license to use, all of the material assets used by such Group Company in the operation of its material tangible assets or personal propertybusiness, in each case, free and clear of all material Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases; and (iii) the Liens specifically identified on the Schedule 3.12(e) of the Disclosure Schedules. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and are adequate for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a wholeCompany Material Adverse Effect.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the The Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to do not own any Permitted Liensreal property.
(b) Schedule 3.13(b) of the Each Group Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate ininterest for each of the real properties for which it is a lessee (the “Company Leased Properties”), free and enjoys peaceful and undisturbed possession of, clear of all Leased Real Property Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Real PropertyProperties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the No Group Companies Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Leased Properties and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Companies Company has received written notice from, or given any written notice to, of any lessor of such Leased Real Property of, nor is there any default, default or event or circumstance that, that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party that is in breach or default thereof, except for such breaches or defaults as would not, individually or in the lessee or lessor of such Leased Real Propertyaggregate, reasonably be expected to be material to the Group Companies, taken as a whole. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as set forth on Schedule 4.13(b)(i) of the Company Disclosure Letter and except as permitted after the occurrence of an event of default thereunder or as otherwise set forth in the applicable Company Real Property Leases, no party has the right to terminate any of the Company Real Property Leases. Schedule 4.13(b)(ii) of the Company Disclosure Letter contains a true and correct list of all Company Real Property Leases. Other than the rights of lessors under the Company Real Property Leases, no Person other than the Group Companies has the right to use the Company Leased Properties.
(c) The Each Group Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal propertyassets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leasesCompany Real Property Lease; and (iii) the Liens specifically identified on Schedule 4.13(c)(iii) of the Company Disclosure Letter. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary currently being used for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(aThe Company does not own and has never owned any real property.
(b) Section 4.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreementhereof, all material leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property leased held by the Group Companies Company (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys enjoys, in all material respects, peaceful and undisturbed possession of, all Leased Real Property and each Property. Each of the leases, lease guarantees, guarantees and agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies The Company is not in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a wholeCompany. None of the Group Companies The Company has not received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto, the Company’s possession and quiet enjoyment of the Leased Real Property under such Company Real Property Lease has not been disturbed in any material respect, and to the Knowledge of the Company, there are no material disputes with respect to such Company Real Property Lease. The other party to such Company Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company and the Company has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its the material tangible assets or personal propertyproperty used in or necessary for the operation of the Company’s business as currently conducted as of the date hereof, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group CompaniesCompany: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses business of the Group Companies Company as they are now conductedcurrently conducted as of the date hereof, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company as currently conductedconducted as of the date hereof; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a wholeCompany.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(aNo member of the Group Companies owns, or has ever owned, any real property.
(b) Section 2.15(b) of the Company Disclosure Letter Schedule lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased leased, subleased or otherwise occupied, by the Group Companies (the “Leased Real Property”), including the address of such Leased Real Property and all leases, subleases, licenses, occupancy agreements and other similar documents related to the Group Companies’ use or occupancy of any Leased Real Property, including all amendments and modifications thereto and guarantees thereof (collectively, the “Company Real Property Leases”). The Company or one of the Company Subsidiaries has a valid, binding good and enforceable valid leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property free and each clear of the leases, lease guarantees, agreements any and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof Liens (collectively, the “other than Permitted Liens). The Company Real Property Leases”), is Leases are (i) in full force and effect, subject to the Remedies Exception; and (ii) represent the valid and binding obligations of the Company or one of the Company Subsidiaries party thereto and, to the Company’s knowledge, represent the valid and binding obligations of the other parties thereto. The Company has made available to Parent Purchaser true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies nor, to the Company’s knowledge, any other party thereto, is in breach of or default under under, and no event has occurred which, with notice or the lapse of time or both, would become a breach or default under, any Company Real Property Lease, andand no party to any Company Real Property Lease has given any written or, to the Knowledge Company’s knowledge, oral, claim or notice of the Companyany such breach, no default or event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, would reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. No Leased Real Property, or any portion thereof, is currently sublet or sublicensed by any Group Company to a third party. No condemnation proceeding is pending or, to the Company’s knowledge, threatened with respect to any Leased Real Property which, individually or in the aggregate, would reasonably be expected to be material to the Group Companies, taken as a whole.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets reflected on the books and records of the Company or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Samples: Series X Preferred Stock Purchase Agreement (InterPrivate III Financial Partners Inc.)
Real Property; Tangible Property. (a) Schedule 3.13(aSection 4.14(a) of the Company Disclosure Letter listssets forth a true, as correct, and complete listing of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”)Companies. The Company or one has made available to SPAC true, correct, and complete copies of the deeds and other instruments in its possession by which the applicable Group Company Subsidiaries has good acquired such Company Owned Properties. The applicable Group Company is the owner of each such Company Owned Property free and marketable fee simple title to clear of all Owned Real Property, subject only to any Liens (other than Permitted Liens). Other than the Company Owned Properties, none of the Group Companies own any real property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, other than any of the Group Companies or pursuant to this Agreement, there are no parties in possession or parties having any option, right of first offer or first negotiation or right of first refusal or other similar rights to purchase or lease the Company Owned Properties or any material portion thereof or material interest therein.
(b) Schedule 3.13(b) of the Each Group Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and interest under each of the leasesreal property leases to which it is a party as of the date hereof as a lessee (the “Company Leased Properties” and together with the Company Owned Properties, lease guaranteesthe “Company Properties”), agreements free and documents related clear of all Liens (other than Permitted Liens). Each of the leases in respect of any Company Leased Property to any Leased Real Propertywhich a Group Company is a party as of the date hereof, including all amendments, terminations amendments and modifications thereof and together with all material agreements related thereto is set forth in Section 4.14(b) of the Company Disclosure Letter (collectively, the “Company Real Property Leases”), and is in full force and effecteffect as of the date hereof, with rights to exclusive possession and quiet enjoyment except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to Parent SPAC true, correct and complete copies of all material Company Real Property Leases. None of the No Group Companies Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, in each case, except for such breaches or defaults as would not reasonably be expected to, individually or in the aggregate, reasonably be expected to be material to the have a Company Material Adverse Effect. No Group Companies, taken as a whole. None of the Group Companies Company has received written notice from, or given any written notice to, of any lessor of such Leased Real Property of, nor is there any default, default or event or circumstance that, that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect theretoLeases and, to the Knowledge of the Company as of the date hereof, no other party is in breach or default thereof, in each case, except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect.
(c) The Company or one Leased Properties are suitable to allow the businesses of the Group Companies to be operated as currently conducted in all material respects. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Subsidiaries owns Properties, and (ii) the current use of the Company Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Person other than the Group Companies has the right to use the Company Leased Properties, except as subleased by the respective Group Company pursuant to a written sublease, a true and correct copy of which has been delivered to SPAC and is listed on Section 4.14(c) of the Company Disclosure Letter.
(d) The Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal propertyreflected on the Interim Financial Statements (other than such assets disposed of in the ordinary course of business), free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leasesCompany Real Property Lease; and (iii) the Liens specifically identified on Section 4.14(d) of the Company Disclosure Letter. The material Except as would not reasonably be expected to, individually or in the aggregate, have a Company Material Adverse Effect, the tangible assets or personal property reflected on the Interim Financial Statements (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and as would not, individually or in are adequate and suitable for the aggregate, reasonably be expected uses to be material to which they are being put; and (C) are not used by the business Group Companies for any purpose other than the operation of the businesses of the Group Companies, taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (Jaguar Global Growth Corp I)
Real Property; Tangible Property. (a) Schedule 3.13(aThe Company Group does not own and has never owned any real property.
(b) Section 4.13(b)(i) of the Company Disclosure Letter lists, all material leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company Group as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies Agreement (the “Leased Real Property”). The Company or one of the Company Subsidiaries Group has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each Property. Each of the leases, lease guarantees, guarantees and agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the The Company Group Companies is not in breach of or default under any Company Real Property Lease, and, except as listed in Section 4.13(b)(ii) of the Company Disclosure Letter, to the Knowledge of the Company, no event has occurred in the last twelve (12) months and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or material default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Company Group Companies, taken as a wholeor that have been cured or waived in writing. None of the The Company Group Companies has not received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto, the Company Group’s possession and quiet enjoyment of the Leased Real Property under such Company Real Property Lease has not been disturbed in any material respect, and to the Knowledge of the Company, there are no material disputes with respect to such Company Real Property Lease. The other party to such Company Real Property Lease is not an affiliate of, and otherwise does not have any economic interest in, the Company Group and the Company Group has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. The Leased Real Property is in good condition and repair in all material respects, normal wear and tear excepted and except as listed in Section 4.13(c) of the Company Disclosure Letter, the Company Group is not aware of any required or anticipated material capital expenditures in respect to the leased property.
(c) The Company or one of the Company Subsidiaries Group owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its the material tangible assets or personal propertyproperty used in or necessary for the operation of the Company Group’s business as currently conducted, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group CompaniesCompany Group: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses business of the Company Group Companies as they are now currently conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Company Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a wholeCompany Group.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(a) No member of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company owns, or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Propertyever owned, subject only to any Permitted Liensreal property.
(b) Schedule 3.13(bSection 4.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased leased, subleased or otherwise occupied, by the Group Companies (the “Leased Real Property”), including the address of such Leased Real Property and all leases, subleases, licenses, occupancy agreements and other similar documents related to the Group Companies’ use or occupancy of any Leased Real Property, including all amendments and modifications thereto and guarantees thereof (collectively, the “Company Real Property Leases”). The Company or one of the Company Subsidiaries has a valid, binding good and enforceable valid leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property free and each clear of the leases, lease guarantees, agreements any and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof Liens (collectively, the “other than Permitted Liens). The Company Real Property Leases”), is Leases are (i) in full force and effect, subject to the Remedies Exception; and (ii) represent the valid and binding obligations of the Company or one of the Company Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, andnor, to the Knowledge of the Company, any other party thereto, is in breach or default under, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such become a breach or defaultdefault under, except for any Company Real Property Lease, and no party to any Company Real Property Lease has given any written or, to the Knowledge of the Company, oral, claim or notice of any such breaches breach, default or defaults as would not event which, individually or in the aggregate, would reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. No Leased Real Property, or any portion thereof, is currently sublet or sublicensed by any Group Company to a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened with respect to any Leased Real Property which, individually or in the aggregate, would reasonably be expected to be material to the Group Companies, taken as a whole.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets reflected on the books and records of the Company or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Samples: Merger Agreement (InterPrivate III Financial Partners Inc.)
Real Property; Tangible Property. (a) The Group Companies do not own, and, except as set forth on Schedule 3.13(a4.14(a) of the Company Disclosure Letter listsLetter, as of the date of this Agreementhave never owned, all any real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liensproperty.
(b) Schedule 3.13(b) of the Each Group Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate ininterest under each of the real properties under which it is a lessee (the “Company Leased Properties”), free and enjoys peaceful and undisturbed possession of, clear of all Leased Real Property Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Real PropertyProperties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the No Group Companies Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the No Group Companies Company has received written notice from, or given any written notice to, of any lessor of such Leased Real Property of, nor is there any default, default or event or circumstance that, that with notice or lapse of time, or both, would constitute a breach or default by an Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party that is in breach or default thereof, except for such breaches or defaults as would not, individually or in the lessee or lessor of such Leased Real Propertyaggregate, reasonably be expected to be material to the Group Companies, taken as a whole. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. Schedule 4.14(b) of the Company Disclosure Letter contains a true and correct list of all Company Real Property Leases.
(c) The Each Group Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal propertyassets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases; and (iii) the Liens specifically identified on the Schedule 4.14(b) of the Company Disclosure Letter. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and are adequate for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(aSection 4.13(a) of the Company Disclosure Letter listssets forth a true, as correct, and complete listing of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”)Company. The Company or one has made available to SPAC true, correct, and complete copies of the deeds and other instruments in its possession by which the Company Subsidiaries has good acquired such Company Owned Properties. The Company is the owner of each such Company Owned Property free and marketable fee simple title to clear of all Owned Real Property, subject only to any Liens (other than Permitted Liens). Other than the Company Owned Properties, the Company does not own any real property. Except as would not have, or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, other than the Company or pursuant to this Agreement, there are no parties in possession or parties having any option, right of first offer or first negotiation or right of first refusal or other similar rights to purchase or lease the Company Owned Properties or any material portion thereof or material interest therein.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and interest under each of the leasesreal property leases to which it is a party as of the date hereof as a lessee (the “Company Leased Properties” and together with the Company Owned Properties, lease guaranteesthe “Company Properties”), agreements free and documents related clear of all Liens (other than Permitted Liens). Each of the leases in respect of any Company Leased Property to any Leased Real Propertywhich the Company is a party as of the date hereof, including all amendments, terminations amendments and modifications thereof and together with all material agreements related thereto is set forth in Section 4.13(b) of the Company Disclosure Letter (collectively, the “Company Real Property Leases”), and is in full force and effecteffect as of the date hereof, with rights to exclusive possession and quiet enjoyment except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to Parent SPAC true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies The Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, in each case, except for such breaches or defaults as would not reasonably be expected to, individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as have a wholeCompany Material Adverse Effect. None of the Group Companies The Company has not received written notice from, or given any written notice to, of any lessor of such Leased Real Property of, nor is there any default, default or event or circumstance that, that with notice or lapse of time, or both, would constitute a breach or default by the party that is Company under any of the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect theretoLeases and, to the Knowledge of the Company as of the date hereof, no other party is in breach or default thereof.
(c) The Company or one Leased Properties are suitable to allow the businesses of the Company Subsidiaries owns to be operated as currently conducted in all material respects. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Properties, and (ii) the current use of the Company Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Person other than the Company has the right to use the Company Leased Properties, except as subleased by the Company pursuant to a written sublease, a true and correct copy of which has been delivered to SPAC and is listed on Section 4.13(c) of the Company Disclosure Letter.
(d) The Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal propertyreflected on the Interim Financial Statements (other than such assets disposed of in the ordinary course of business), free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leasesCompany Real Property Lease; and (iii) the Liens specifically identified on Section 4.13(d) of the Company Disclosure Letter. The material tangible assets or personal property reflected on the Interim Financial Statements (together with the Intellectual Property rights and contractual rights) of the Group CompaniesCompany: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies Company as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and as would not, individually or in are adequate and suitable for the aggregate, reasonably be expected uses to be material to which they are being put; and (C) are not used by the Company for any purpose other than the operation of the business of the Group Companies, taken as a wholeCompany.
Appears in 1 contract
Samples: Business Combination Agreement (Mountain Crest Acquisition Corp. V)
Real Property; Tangible Property. (a) Schedule 3.13(aNo member of the Group Companies owns, or has ever owned, any real property.
(b) Section 4.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this AgreementEffective Date, all material real property leased leased, subleased or otherwise occupied, by the Group Companies (the “Leased Real Property”), including the address of such Leased Real Property and all leases, subleases, licenses, occupancy agreements and other similar documents related to the Group Companies’ use or occupancy of any Leased Real Property, including all amendments and modifications thereto and guarantees thereof (collectively, the “Company Real Property Leases”). The Company or one of the Company Subsidiaries has a valid, binding good and enforceable valid leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property free and each clear of the leases, lease guarantees, agreements any and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof Liens (collectively, the “other than Permitted Liens). The Company Real Property Leases”), is Leases are (i) in full force and effect, subject to the Remedies Exception; and (ii) represent the valid and binding obligations of the Company or one of the Company Subsidiaries party thereto and, to the Knowledge of the Company, represent the valid and binding obligations of the other parties thereto. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, andnor, to the Knowledge of the Company, any other party thereto, is in breach or default under, and no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage lapse of time or both, would result in such become a breach or defaultdefault under, except for any Company Real Property Lease, and no party to any Company Real Property Lease has given any written or, to the Knowledge of the Company, oral, claim or notice of any such breaches breach, default or defaults as would not event which, individually or in the aggregate, would reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. No Leased Real Property, or any portion thereof, is currently sublet or sublicensed by any Group Company to a third party. No condemnation proceeding is pending or, to the Knowledge of the Company, threatened with respect to any Leased Real Property which, individually or in the aggregate, would reasonably be expected to be material to the Group Companies, taken as a whole.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets reflected on the books and records of the Company or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Samples: Agreement and Plan of Merger (InterPrivate III Financial Partners Inc.)
Real Property; Tangible Property. (a) Schedule 3.13(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the The Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to do not own any Permitted Liensreal property.
(b) Schedule 3.13(b) of the Each Group Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate ininterest for each of the real properties for which it is a lessee (the “Company Leased Properties”), free and enjoys peaceful and undisturbed possession of, clear of all Leased Real Property Liens (other than Permitted Liens) and each of the leases, lease guarantees, agreements and documents related to any Company Leased Real PropertyProperties, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the No Group Companies Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Leased Properties, and (ii) the current use of the Company Leased Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Group Companies Company has received written notice from, or given any written notice to, of any lessor of such Leased Real Property of, nor is there any default, default or event or circumstance that, that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company, no other party that is in breach or default thereof, except for such breaches or defaults as would not, individually or in the lessee or lessor of such Leased Real Propertyaggregate, reasonably be expected to be material to the Group Companies, taken as a whole. No party to any Company Real Property Lease has exercised any termination rights with respect thereto. Except as set forth on Schedule 4.14(b)(i) of the Company Disclosure Letter and except as permitted after the occurrence of an event of default thereunder or as otherwise set forth in the applicable Company Real Property Leases, no party has the right to terminate any of the Company Real Property Leases. Schedule 4.14(b)(ii) of the Company Disclosure Letter contains a true and correct list of all Company Real Property Leases. Other than the rights of lessors under the Company Real Property Leases, no Person other than the Group Companies has the right to use the Company Leased Properties.
(c) The Each Group Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal propertyassets, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leasesCompany Real Property Lease; and (iii) the Liens specifically identified on the Schedule 4.14(b)(iii) of the Company Disclosure Letter. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary currently being used for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case of clauses (A) and (B) except as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(a4.13(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries other Group Companies has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b4.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries other Group Companies has a valid, binding and enforceable leasehold estate in, and enjoys enjoys, in all material respects, peaceful and undisturbed possession of, all Leased Real Property and each Property. Each of the leases, lease guarantees, guarantees and agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the CompanyCompany (and after the Reorganization, Newco), no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written or, to the Knowledge of the Company (and after the Reorganization, Newco), oral, notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto.
(c) The Company or one of the Company Subsidiaries other Group Companies owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(a4.14(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b4.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies, or to which is has access pursuant to a formal written arrangement with ISMMS: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
Real Property; Tangible Property. (a) Schedule 3.13(aSection 4.13(a) of the Company Disclosure Letter listssets forth a true, as correct, and complete listing of the date of this Agreement, all real property and the water rights owned by the Group Companies (the “Company Owned Real PropertyProperties”)) The Company has made available to SPAC true, correct, and complete copies of the deeds and other instruments by which the applicable Group Company acquired all such Company Owned Properties. The applicable Group Company or one is the owner of each such Company Owned Property free and clear of all Liens (other than Permitted Liens) and any such Company Owned Property (together with the Company Leased Properties) (i) is adequate and sufficient for the operation of the business of the Group Companies as currently conducted in all material respects and (ii) is duly registered with the relevant registration bodies pursuant to applicable Legal Requirements and the relevant filing fees due through the date of this Agreement have been timely paid and all necessary documents and certificates in connection therewith have been timely filed. Other than the Company Subsidiaries has good Owned Properties, none of the Group Companies own any real property or water rights. To the Knowledge of the Company, there are no parties in possession or parties having any option, right of first offer or first negotiation or right of first refusal or other similar rights to purchase or lease the Company Owned Properties or any material portion thereof or material interest therein. The Group Companies have made available to SPAC true, correct, and marketable fee simple complete copies of any title insurance commitments, title insurance policies, and surveys relating to all the Company Owned Real Property, subject only to Properties in the possession of any Permitted Liensof the Group Companies.
(b) Schedule 3.13(b) of the Each Group Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and interest under each of the real property leases (including water right leases) to which it is a party as of the date hereof as a lessee (the “Company Leased Properties” and, lease guaranteestogether with the Company Owned Properties, agreements the “Company Properties”), free and documents related clear of all Liens (other than Permitted Liens). Each of the leases in respect of any Company Leased Property to any Leased Real Propertywhich a Group Company is a party as of the date hereof, including all amendments, terminations and modifications thereof and together with all material agreements related thereto is set forth in Section 4.13(b) of the Company Disclosure Letter (collectively, the “Company Real Property Leases”), and is in full force and effecteffect as of the date hereof, with rights to exclusive possession and quiet enjoyment except insofar as enforceability may be limited by applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally or by principles governing the availability of equitable remedies. The Company has made available to Parent SPAC true, correct and complete copies of all material Company Real Property Leases. None of the No Group Companies Company is in breach of or default under any Company Real Property Lease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the . No Group Companies, taken as a whole. None of the Group Companies Company has received written notice from, or given any written notice to, of any lessor of such Leased Real Property of, nor is there any default, default or event or circumstance that, that with notice or lapse of time, or both, would constitute a breach or default by any Group Company under any of the Company Real Property Leases and, to the Knowledge of the Company as of the date hereof, no other party that is in breach or default thereof. The consummation of the lessee or lessor transactions contemplated by this Agreement does not require the consent of such Leased Real Property. No any other party to any Company Real Property Lease has exercised and will not result in a breach of or default under any termination rights with respect theretoCompany Real Property Lease, or otherwise cause any Company Real Property Lease to cease to be legal, valid, binding, enforceable and in full force and effect immediately following the Closing.
(c) The Company Properties are suitable to allow the businesses of the Group Companies to be operated as currently conducted or one intended to be conducted in all material respects. To the Knowledge of the Company, (i) there are no pending condemnation proceedings with respect to any of the Company Subsidiaries owns Properties, and (ii) the current use of the Company Properties does not violate any local planning, zoning or similar land use restrictions of any Governmental Entity in any material respect. No Person other than the Group Companies has the right to use the Company Properties, except as subleased by the respective Group Company pursuant to a written sublease, a true and correct copy of which has been delivered to SPAC and is listed on Section 4.13(c) of the Company Disclosure Letter.
(d) The Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal propertyreflected on the Interim Financial Statements, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leasesCompany Real Property Lease; and (iii) the Liens specifically identified on the Section 4.13(c) of the Company Disclosure Letter. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conductedconducted in all material respects; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order operating condition and conditionrepair, except for ordinary wear and tear excepted, and are adequate and suitable for the uses to which they are being put, in each case, in all material respects; and (C) are not used by the Group Companies for any purpose other than the operation of the businesses of the Group Companies. Each Company Property is supplied with utilities and other services reasonably necessary for the operation of the businesses of the Group Companies as would notcurrently conducted at such Company Property. As of the date of this Agreement, individually to the Knowledge of the Company, no Group Company has received any written notice from any insurance company or board of fire underwriters of any defects or inadequacies that could adversely affect the insurability of any Company Property or requesting the performance of any material work or alteration with respect to any Company Property.
(e) To the Knowledge of the Company, there are no material structural or other physical defects or deficiencies in the aggregate, reasonably be expected to be material to condition of the Company Property that would materially interfere with the use or occupancy of such Company Property or any portion thereof in the operation of the business of the Group CompaniesCompanies as currently conducted thereon. No Group Company has received any notice of any special Tax, taken levy or assessment for benefits or betterments that affect the Company Property. To the Knowledge of the Company, neither the Company Property nor the use or occupancy thereof materially violates any applicable permits, licenses, or certificates of occupancy, whether federal, state, local or private, and the Company Property or the applicable Group Company holding the leasehold interest therein has received all permits, certificates of occupancy, licenses, authorizations and approvals reasonably necessary for the operation of the businesses of the Group Companies as currently conducted at such Company Property. To the Knowledge of the Company, other than the applicable Group Company, there are no Persons occupying any portion of the Company Property, as tenants-at-sufferance, trespassers or otherwise. To the Knowledge of the Company, there are no pending or threatened appropriation, condemnation, eminent domain or like proceedings relating to the Company Property. To the Knowledge of the Company, the applicable Group Company’s use, occupancy and operation of the Company Property in the manner in which it is now occupied and operated by such Group Company complies with all applicable building code, fire code, health code, zoning, land use, safety and similar applicable Legal Requirements, and there is no existing violation of building, fire or health codes and/or zoning ordinances or other applicable Legal Requirements affecting the Company Property. To the Knowledge of the Company, no improvements constituting a wholepart of the Company Property encroach on real property owned by any Person other than the Group Companies or the owner of such Company Leased Property, and there are no encroachments onto any part of the Company Property from adjacent real property. To the Knowledge of the Company, there is no present default under any mortgage or similar instrument encumbering any Company Property.
(f) (i) All rents, required deposits and additional rents due to date pursuant to the Company Real Property Leases have been paid in full, (ii) no security deposit or portion thereof deposited with respect to the Company Real Property Leases has been applied in respect of a breach or default under such Company Real Property Leases which has not been redeposited in full, (iii) no Group Company owes, nor will owe in the future, any brokerage commissions or finder’s fees with respect to the Company Real Property Leases, and (iv) no Group Company has collaterally assigned or granted any security interest in the Company Real Property Leases.
Appears in 1 contract
Samples: Business Combination Agreement (Rose Hill Acquisition Corp)
Real Property; Tangible Property. (a) Schedule 3.13(aThe Company Group does not own and has never owned any real property.
(b) Section 3.13(b)(i) of the Company Disclosure Letter listslists all leasehold or subleasehold estates and other rights to use or occupy any land, buildings, structures, improvements, fixtures or other interest in real property held by the Company Group as of the date of this Agreement, all real property owned by the Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to any Permitted Liens.
(b) Schedule 3.13(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies Agreement (the “Leased Real Property”). The Company or one of the Company Subsidiaries Group has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each Property, except insofar as enforceability may be limited by the Remedies Exception. Each of the leases, lease guarantees, guarantees and agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”), is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the The Company Group Companies is not in breach of or default under any Company Real Property Lease, and, except as listed in Section 3.13(b)(ii) of the Company Disclosure Letter, to the Knowledge of the Company, no event has occurred in the last twelve (12) months and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except except, in each case, for such breaches or defaults as would not not, individually or in the aggregate, reasonably be expected to be material to the Company Group Companies, taken as a wholeor that have been cured or waived in writing. None of the The Company Group Companies has not received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any material default, event or circumstance that, with notice or lapse of time, or both, would constitute a material default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Real Property Lease has exercised any termination rights with respect thereto, the Company Group’s possession and quiet enjoyment of the Leased Real Property under such Company Real Property Lease has not been disturbed in any material respect, and to the Knowledge of the Company, there are no material disputes with respect to such Company Real Property Lease. The other party to such Company Real Property Lease is not an Affiliate of, and otherwise does not have any economic interest in, the Company Group and the Company Group has not subleased, licensed or otherwise granted any Person the right to use or occupy such Leased Real Property or any portion thereof. The Leased Real Property is in good condition and repair in all material respects, normal wear and tear excepted, and except as listed in Section 3.13(c) of the Company Disclosure Letter, the Company Group is not aware of any required or anticipated material capital expenditures in respect to the leased property.
(c) The Company or one of the Company Subsidiaries Group owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its the material tangible assets or personal propertyproperty used in or necessary for the operation of the Company Group’s business as currently conducted, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group CompaniesCompany Group: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses business of the Company Group Companies as they are now currently conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Company Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a wholeCompany Group.
Appears in 1 contract
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
Real Property; Tangible Property. (a) Schedule 3.13(a) of the Company Disclosure Letter lists, as of the date of this Agreement, all real property owned by the The Group Companies (the “Owned Real Property”). The Company or one of the Company Subsidiaries has good and marketable fee simple title to all Owned Real Property, subject only to do not own any Permitted Liensreal property.
(b) Schedule 3.13(b4.14(b) of the Company Disclosure Letter lists, as of the date of this Agreement, all material real property leased by the Group Companies (the “Leased Real Property”). The Company or one of the Company Subsidiaries has a valid, binding and enforceable leasehold estate in, and enjoys peaceful and undisturbed possession of, all Leased Real Property and each of the leases, lease guarantees, agreements and documents related to any Leased Real Property, including all amendments, terminations and modifications thereof (collectively, the “Company Real Property Leases”)thereof, is in full force and effect. The Company has made available to Parent true, correct and complete copies of all material Company Real Property Leases. None of the Group Companies is in breach of or default under any Company Leased Real Property Leaselease, and, to the Knowledge of the Company, no event has occurred and no circumstance exists which, if not remedied, and whether with or without notice or the passage of time or both, would result in such a breach or default, except for such breaches or defaults as would not individually or in the aggregate, reasonably be expected to be material to the Group Companies, taken as a whole. None of the Group Companies has received written notice from, or given any written notice to, any lessor of such Leased Real Property of, nor is there any default, event or circumstance that, with notice or lapse of time, or both, would constitute a default by the party that is the lessee or lessor of such Leased Real Property. No party to any Company Leased Real Property Lease lease has exercised any termination rights with respect thereto.
(c) The Company or one of the Company Subsidiaries owns and has good and marketable title to, or a valid leasehold interest in or right to use, all of its material tangible assets or personal property, free and clear of all Liens other than: (i) Permitted Liens; and (ii) the rights of lessors under any leases. The material tangible assets or personal property (together with the Intellectual Property rights and contractual rights) of the Group Companies: (A) constitute all of the assets, rights and properties that are necessary for the operation of the businesses of the Group Companies as they are now conducted, and taken together, are adequate and sufficient for the operation of the businesses of the Group Companies as currently conducted; and (B) have been maintained in all material respects in accordance with generally applicable accepted industry practice, are in good working order and condition, except for ordinary wear and tear and as would not, individually or in the aggregate, reasonably be expected to be material to the business of the Group Companies, taken as a whole.
Appears in 1 contract
