Real Property; Title. The Company and its Subsidiaries have good and marketable title subject to Permitted Liens to all real properties owned by them, except where the failure to have such title would not in the aggregate reasonably be expected to have a Material Adverse Effect on the Company.
Real Property; Title. The Company and its Subsidiaries do not own any real property. The SEC Documents include as exhibits thereto all Leases relating to the Leased Real Property. Except as has not been, and would not reasonably be expected to be, material to the Company and its Subsidiaries, taken as a whole, the Company or one of its Subsidiaries, as the case may be, has a valid leasehold interest in the Leased Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances. The Company and its Subsidiaries have good and marketable title to all personal property owned by them which is material to the business of the Company and its Subsidiaries, in each case, free and clear of all Encumbrances, except such as do not materially affect the value of such property and do not interfere with the use made and proposed to be made of such property by the Company and any of its Subsidiaries.
Real Property; Title. The Company has previously provided to Parent a true and complete list of all real property owned by the Company or its Subsidiaries which is material to the business of the Company and its Subsidiaries taken as a whole. The Company has good and marketable title to all such properties except where the failure to have such title would not in the aggregate have a Material Adverse Effect.
Real Property; Title. As of the date hereof, Parent and its Subsidiaries have good and marketable title to all real properties owned by it except where the failure to have such title would not in the aggregate have a Material Adverse Effect on Parent.
Real Property; Title. (a) VCP has good and marketable legal title in and ownership of and is in sole possession of the Owned Real Estate, without any limitation on transferability and free and clear of any burden, encumbrances, or liens, except for Permitted Liens listed in Schedule 5.8(a). VCP has complied with any and all obligations and liabilities related to the Owned Real Estate, in any case including, but not limited to the payment of any and all accrued or fixed, absolute or contingent, Taxes. Neither the Owned Real Estate, nor the use thereof, contravenes or violates any building, zoning, administrative, occupational safety and health or any other applicable Law in any material respect (whether or not permitted on the basis of prior nonconforming use, waiver or variance).
(b) No condemnation, dispute, or other proceeding is pending or is threatened, which would affect the use or the ownership of the Owned Real Estate.
(c) At Closing, the Owned Real Estate will be clear of any burden, encumbrances, or lien and will be in good conditions of use, except for deterioration resulting from ordinary use not considered material in nature or cost.
(d) VCP is not in default under and/or has not breached any of the terms of, any of the applicable Permitted Liens.
(e) At Closing, the Owned Real Estate will not be subject to any rights of way, use restrictions or zoning ordinances that limit or interfere with the Xxxxxxxx’x use of such real property in the manner in which it has been used by VCP. The water, electric, gas, sewer utility services and all other public utilities currently available for the Owned Real Estate will be adequate for the present use of such property in the conduct of the VCP’s activities and the Business. VCP has not received any notice that any Governmental Authority having the power of expropriation, interdiction, or declaring as belonging to historical heritage or a similar power with respect to all or any part of the Owned Real Estate. No notice from any Governmental Authority has been received by VCP requiring or calling attention to the need of any work, repair, construction, alteration or installation on or in connection therewith which has not been complied with in full prior to the date of this agreement.
(f) VCP has not received (i) any written notice from any Governmental Authority having jurisdiction over all or any portion of the Real Estate regarding any material adverse change in the specific application to such real property of any applicable L...
Real Property; Title. Neither the Company nor any of its Subsidiaries currently owns, and never has, owned any real property. Section 3.8 of the Company Disclosure Schedule contains a true, complete and accurate list of all real property leased by the Company or any of its Subsidiaries. The Company has made available to the Parent copies of all of the leases for such leased real property. Each of the Company and its Subsidiaries lease or own all properties and assets necessary for the operation of their respective businesses as currently conducted, and such assets and properties include all of the assets and properties, of every kind and nature, whether tangible or intangible, and wherever located, which are used, useful or useable by the Company and its Subsidiaries in the conduct of their respective business. Neither the Company nor any of its Subsidiaries has received notice of any violation of, or default under, any Legal Requirement or governmental or contractual requirement relating to its owned or leased properties which remains uncured or has not been dismissed. Each of the Company and its Subsidiaries owns all of the properties and assets (whether real, personal, or mixed and whether tangible or intangible) that it purports to own (or that are reflected as owned in the books and records of the Company and its Subsidiaries), including all of the properties and assets reflected in the Historical Financial Statements (except for personal property sold since the date of the Historical Financial Statements, as the case may be, in the ordinary course of business). Except as set forth on Section 3.8 of the Company Disclosure Schedule, all properties and assets owned by the Company and its Subsidiaries are free and clear of all Liens except, with respect to all such properties and assets, (a) liens for Taxes not yet due and payable, (b) statutory or common law Liens to secure obligations to landlords, lessors or renters under leases or rental agreements not in default, (c) deposits or pledges made in connection with, or to secure payment of, workers’ compensation, unemployment insurance or similar programs mandated by Legal Requirements, (d) statutory or common law Liens in favor of carriers, warehousemen, mechanics and materialmen, to secure claims not yet due and payable for labor, materials or supplies, and other like Liens or (e) municipal and zoning ordinances, easements for public utilities and such imperfections of title and encumbrances, if any, which are not material ...
Real Property; Title. 24 Section 4.18......
Real Property; Title. At the Closing, VENA, at its expense, shall provide to OC and OCVF copies of the real property title (escrituras de propiedad), dated within 15 days prior to the Closing Date, of all Real Property owned by Company or the Subsidiaries, in the understanding that the original property titles of all Real Property shall be delivered to OC at the Closing.
Real Property; Title. (a) None of the Target Companies owns any real property.
(b) Schedule 3.12(b) contains a true, correct and complete list of all leases, subleases or other occupancy agreements (collectively, the “Real Property Leases”) pursuant to which the Target Companies leases, subleases or occupies any real property or interest therein (each such property, “Leased Real Property”). True, correct and complete copies of the Real Property Leases have been made available to Buyer.
(c) Each such Real Property Lease is valid, binding and in full force and effect. The Target Companies have a good and valid leasehold interest in all of the Leased Real Property pursuant to the Real Property Leases, free and clear of all Liens, except for Permitted Liens. The Target Companies and, to the Target Companies’ Knowledge, each of the other parties thereto, have performed in all material respects all obligations required to be performed by them under, and are not in default in any material respect under, any such Real Property Leases. None of the Target Companies has received any notice of any breach of or default under any of the Real Property Leases. The Target Companies are currently in possession of the Leased Real Property, and none of the Target Companies has subleased, assigned, or otherwise granted to any Person the right to use or occupy such Leased Real Property or any portion thereof. No security deposit or portion thereof deposited with respect to any Real Property Lease has been applied in respect of any breach of or default under any such Real Property Lease that has not been redeposited in full. None of the Target Companies has given or received any notice of termination, cancellation, adverse modification, or non-renewal with respect to any Real Property Lease.
(d) The Leased Real Property constitutes all interests in real property currently used or currently held for use in connection with the Business or which are necessary for the continued operation of the Business as the Business is currently conducted.
(e) With respect to each Leased Real Property, none of the Target Companies has received written notice (i) of any pending or threatened condemnation or eminent domain proceedings (or their local equivalent) affecting or relating to such Leased Real Property or any portion thereof or (ii) from any Governmental Authority or other Person that the use and occupancy of any of the Leased Real Property, as currently used and occupied, and the conduct of the business there...
Real Property; Title of the Disclosure Schedule sets forth the location and a description of the leased real property included in the Transferred Assets or the Assumed Liabilities and the general nature of the facilities located on the properties.
