Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein. (b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property. (c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein. (d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon. (e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 4 contracts
Samples: Merger Agreement (NextPlat Corp), Merger Agreement (NextPlat Corp), Merger Agreement (Progressive Care Inc.)
Real Property; Title to Assets. (a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of any all real property (and any interest in any real property) currently owned by the Group Companies Company or any of the Company Subsidiaries (collectively, the “Owned Real Property”). Except as would not have a Company Material Adverse Effect, including the street address Company or a Subsidiary of any such Owned Real Property. With respect the Company has good and valid fee title to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, in each case free and clear of any Liensall Liens and defects in title, other than except for Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of . Neither the Company Disclosure Schedules. No Group Company nor its Subsidiaries has received written notice granted, or is obligated under, any option, right of any contemplated condemnationfirst offer, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity similar contractual right to any person to acquire, sublease sell or otherwise encumber any dispose of the Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of . Neither the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license nor its Subsidiaries have leased or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting granted to any person other than the applicable Group Company the right to use or occupy any Leased of the Owned Real PropertyProperty or any portion thereof.
(b) No member of the Company Group leases any real property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to no member of the Remedies Exceptions, and there Company Group is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually any Contract to lease any real property or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Propertyinterest therein.
(c) All Improvements to any Owned Real Property Except as would not have a Company Material Adverse Effect, (i) the Company Group has valid and any Leased Real Property are subsisting ownership interests in all material respects of the tangible personal property reflected in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are Latest Balance Sheet as being put. All building systems located at owned by the Company Group or on acquired after the Owned Real Property and the Leased Real Property date thereof (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service except tangible personal properties sold or otherwise due to inadequate maintenance or repair disposed of any of any building systems or since the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion date thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case ordinary course of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business), free and clear of all Liens Liens, other than Permitted Liens, and (ii) such tangible personal property is in good operating condition and repair (normal wear and tear excepted) and is adequate and suitable for the operation of the business of the Company Group, as currently conducted.
Appears in 4 contracts
Samples: Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp), Merger Agreement (Nordson Corp)
Real Property; Title to Assets. (a) Section 4.12(a3.12(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), Property (including the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real PropertyProperty in the PRC). With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple titletitle (or, in the PRC, validly granted land use rights or building ownership rights, as applicable) to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice first offer or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of first refusal to purchase such Owned Real Property or any portion thereof. Except for thereof or interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property, no . No Group Company (nor is a party to any of their respective predecessors-in-interest) has owned Contract, agreement or option to purchase any material real property or interest therein.
(b) Section 3.12(b) of the Company Disclosure Schedule sets forth the address of each of the top twenty Leased Real Properties, as measured by unaudited revenue for the period from January 1, 2017 through June 30, 2017, and a true and complete list of all Leases to which such Leased Real Properties are subject (including the date and name of the parties to each such Lease). The Company has delivered or otherwise made available to Parent a true and complete copy of each such Lease. Except as would not otherwise be material to the Group Companies, taken as a whole, with respect to each of the Material Leases: (i) such Material Lease is legal, valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception; (ii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed and, to the knowledge of the Company, there are no disputes with respect to such Lease; and (iii) neither any interest Group Company nor, to the knowledge of the Company, any other party to the Material Lease is in any breach or default under such Material Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Material Lease.
(c) The Owned Real Property identified in Section 3.12(a) of the Company Disclosure Schedule and the Leased Real Property identified in Section 3.12(b) of the Company Disclosure Schedule (collectively, the “Company Real Property”) comprise all of the material real property within used or intended to be used in, or otherwise related to, the last five yearsbusiness of the Group Companies as of the Original Execution Date. All certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each Company Real Property have been obtained and have been complied with in all material respects. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such Permit. There is no Action pending does not exist any actual or, to the knowledge of the Company, threatened in writing, against or contemplated condemnation or eminent domain proceedings that affect any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof part thereof, and no Group Company has received any notice, oral or written, of the intention of any Governmental Authority or other person to take or use all or any interest thereinpart thereof.
(bd) Section 4.12(b) To the knowledge of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure ScheduleCompany, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Group Companies, (ii) there are no leases, subleases, sublicenses, concessions structural deficiencies or other contracts granting to latent defects materially affecting any person other than of the applicable Group Company the right to use or occupy any Leased Real PropertyImprovements, and (iiiii) all such Leases there are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under no facts or conditions affecting any of such Leases, the Improvements which would materially interfere with the use or occupancy of the Improvements or any existing default or event portion thereof in the operation of default the business of the Company and the Company Subsidiaries.
(or event which, with notice or lapse of time, or both, would constitute a defaulte) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except Except as would notnot have, individually or in the aggregate, be material a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets necessary to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased conduct their respective businesses as currently conducted (excluding Owned Real Property.
(c) All Improvements to any Owned , Leased Real Property and any Leased Real Property Intellectual Property), in each case free and clear of all Encumbrances, except Permitted Encumbrances. The material machinery, equipment and other material tangible personal property and assets owned or used by the Company and its Subsidiaries are (i) usable in the ordinary course of business and, in all material respects in good operating condition and repairrespects, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, (ii) are in good and working order, repair and operating condition and repaircondition, reasonable and ordinary wear and tear and immaterial defects excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Ctrip Investment Holding Ltd.), Agreement and Plan of Merger (Ocean Imagination L.P.), Agreement and Plan of Merger (Zhang Ray Ruiping)
Real Property; Title to Assets. (a) No Group Company owns any real property. No Group Company is a party to any Contract, agreement or option to purchase any real property.
(b) Section 4.12(a3.13(b) of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property, and a true, correct true and complete list of any real property all Leases for each such Leased Real Property (including all amendments, extensions, renewals, guaranties and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”other agreements with respect thereto), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, the Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect, subject to the applicable Group Company has goodBankruptcy and Equity Exception, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no the Group Company has leased or otherwise granted to any Person Companies’ possession and quiet enjoyment of the right to use or occupy such Owned Leased Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company under such Lease has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending ornot been materially disturbed and, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents there are no disputes with respect to the Owned Real Propertysuch Lease, including but not limited to(iii) no Group Company nor, with respect to the use, occupancy, and operation knowledge of the Owned Real PropertyCompany, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party theretoto such Lease, and the date of the Lease is in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedulebreach or default under such Lease, (iiv) there are no leasesthe Group Companies have not subleased, subleaseslicensed or otherwise granted any person, sublicenses, concessions or other contracts granting to any person other than the applicable other Group Company Companies, the right to use or occupy any such Leased Real PropertyProperty or any portion thereof, and (iiv) all such Leases are in full force and effect, are the Group Companies have a valid and enforceable subsisting leasehold interest in accordance with their respective terms, subject to all property under the Remedies Exceptions, and there is not, under any of such Leases, in each case free and clear of all Liens, other than the Permitted Encumbrances.
(c) The Leased Real Property comprises all of the real property used in the conduct of the business of the Group Companies as currently conducted. The use, occupation, operation, leasing, management of the Leased Real Property by any existing default or event Group Company is not in contravention of default (or event whichany applicable Laws in any material respect. Each Group Company has used the Leased Real Property in compliance in all material respects with the approved use and zoning requirement under the relevant title certificates, with notice or lapse land use rights certificates, certificates of timereal estate ownership and similar title documents, or both, would constitute a default) as otherwise required by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except competent Governmental Authorities.
(d) Except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising have a part ofMaterial Adverse Effect, the Owned Real Property Group Companies have good and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid marketable title to, oror a valid and binding leasehold interest in, in the case of all other properties and assets necessary to conduct their respective businesses as currently conducted (excluding Leased Real Property and assetsIntellectual Property), valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than Liens, except for Permitted LiensEncumbrances.
Appears in 4 contracts
Samples: Plan of Merger (Sogou Inc.), Merger Agreement (Tencent Holdings LTD), Merger Agreement (Sohu.com LTD)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of does not have any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the The Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of has Made Available each lease, sublease, sublease and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing related thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentMade Available. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, Exceptions and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party party(ies) to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group not have a Company Material Adverse Effect.
(c) The Company has not leased, subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions (other than any COVID-19 Measures) that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there except as would not, have a Company Material Adverse Effect.
(e) There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ef) Each Group There are no ongoing “landlord construction work” or “tenant improvement work” projects remaining to be completed at any Leased Real Property in accordance with any Lease (other than periodic activity that does not materially interfere with the Company’s business).
(g) The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not have a Company Material Adverse Effect.
Appears in 4 contracts
Samples: Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Apexigen, Inc.), Business Combination Agreement (Brookline Capital Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.12(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), Property (including the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real PropertyProperty in the PRC). With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple titletitle (or, in the PRC, validly granted land use rights or building ownership rights, as applicable) to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice first offer or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of first refusal to purchase such Owned Real Property or any portion thereof. Except for thereof or interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property, no . No Group Company (nor is a party to any of their respective predecessors-in-interest) has owned Contract, agreement or option to purchase any material real property or interest therein.
(b) Section 3.12(b) of the Company Disclosure Schedule sets forth the address of each of the top twenty Leased Real Properties, as measured by unaudited revenue for the period from January 1, 2017 through June 30, 2017, and a true and complete list of all Leases to which such Leased Real Properties are subject (including the date and name of the parties to each such Lease). The Company has delivered or otherwise made available to Parent a true and complete copy of each such Lease. Except as would not otherwise be material to the Group Companies, taken as a whole, with respect to each of the Material Leases: (i) such Material Lease is legal, valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception; (ii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property under such Material Lease has not been disturbed and, to the knowledge of the Company, there are no disputes with respect to such Lease; and (iii) neither any interest Group Company nor, to the knowledge of the Company, any other party to the Material Lease is in any breach or default under such Material Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Material Lease.
(c) The Owned Real Property identified in Section 3.12(a) of the Company Disclosure Schedule and the Leased Real Property identified in Section 3.12(b) of the Company Disclosure Schedule (collectively, the “Company Real Property”) comprise all of the material real property within used or intended to be used in, or otherwise related to, the last five yearsbusiness of the Group Companies as of the date hereof. All certificates of occupancy and Permits of any Governmental Authority necessary or useful for the current use and operation of each Company Real Property have been obtained and have been complied with in all material respects. No default or violation, or event that with the lapse of time or giving of notice or both would become a default or violation, has occurred in the due observance of any such Permit. There is no Action pending does not exist any actual or, to the knowledge of the Company, threatened in writing, against or contemplated condemnation or eminent domain proceedings that affect any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof part thereof, and no Group Company has received any notice, oral or written, of the intention of any Governmental Authority or other person to take or use all or any interest thereinpart thereof.
(bd) Section 4.12(b) To the knowledge of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure ScheduleCompany, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Group Companies, (ii) there are no leases, subleases, sublicenses, concessions structural deficiencies or other contracts granting to latent defects materially affecting any person other than of the applicable Group Company the right to use or occupy any Leased Real PropertyImprovements, and (iiiii) all such Leases there are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under no facts or conditions affecting any of such Leases, the Improvements which would materially interfere with the use or occupancy of the Improvements or any existing default or event portion thereof in the operation of default the business of the Company and the Company Subsidiaries.
(or event which, with notice or lapse of time, or both, would constitute a defaulte) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except Except as would notnot have, individually or in the aggregate, be material a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets necessary to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased conduct their respective businesses as currently conducted (excluding Owned Real Property.
(c) All Improvements to any Owned , Leased Real Property and any Leased Real Property Intellectual Property), in each case free and clear of all Encumbrances, except Permitted Encumbrances. The material machinery, equipment and other material tangible personal property and assets owned or used by the Company and its Subsidiaries are (i) usable in the ordinary course of business and, in all material respects in good operating condition and repairrespects, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, (ii) are in good and working order, repair and operating condition and repaircondition, reasonable and ordinary wear and tear and immaterial defects excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 3 contracts
Samples: Merger Agreement (Zhang Ray Ruiping), Merger Agreement (BPEA Teamsport LTD), Agreement and Plan of Merger (eHi Car Services LTD)
Real Property; Title to Assets. (a) Section 4.12(a) of The Company and the Company Disclosure Schedules sets forth a true, correct and complete list of Subsidiaries do not hold any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) True, correct and complete copies of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Propertyall leases, subleases and sets forth a list of each lease, sublease, license or occupancy agreement licenses pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), together with the name of the lessor or any other party each amendment thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentSPAC. Except as otherwise set forth in Section 4.12(b4.13(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicensesLeases, concessions or other contracts Contracts, and the Company or Company Subsidiaries are not a party to any Lease, concession or other Contract, granting to any person other than the applicable Group Company or Company Subsidiaries, the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party party(ies) to such Leases, except as would notas, individually or in the aggregate, has not had and would not reasonably be material expected to such Group Companyhave a Company Material Adverse Effect. No Group Neither the Company nor any Company Subsidiary has leased, subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property or any portion of the Owned Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Owned Real Property or Leased Real Property by such party for the purposes for which it is currently being used, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Owned Real Property or Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group The Company and each Company Subsidiary has legal and valid title to, or, in the case of Leased Real Property and assets, valid contractual, leasehold or subleasehold interests in, all of its respective properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as, individually or in the aggregate, has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Nabors Energy Transition Corp.), Business Combination Agreement (Vast Solar Pty LTD)
Real Property; Title to Assets. (a) Section 4.12(aThe Company has no Owned Real Property.
(b) of the The Company Disclosure Schedules sets forth a has Made Available true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list copies of each lease, sublease, sublease and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing related thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Except for the Lease Documents have been made available to Parent. Except as otherwise set forth specified in Section 4.12(b3.13(b) of the Company Disclosure ScheduleSchedules, (i) there are no leases, subleases, sublicenses, concessions or other contracts by the Company granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, Exceptions and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Knowledge of the Company’s knowledge, by the other party party(ies) to such Leases, except as would not, individually or in the aggregate, not be material to such Group the Company. No Group , taken as a whole.
(c) Except for the Lease Documents specified in Section 3.13(c) of the Company Disclosure Schedules, (i) the Company has not leased, subleased, sublicensed or otherwise granted to any person any current or future right to use, occupy or possess any portion of the Leased Real Property.
Property that remains in effect, (cii) All Improvements the Company has no ongoing liability under any prior leases or subleases except customary liability that survives the termination of leases and subleases relating to any Owned Real Property the period of the Company’s lease of the applicable premises, (iii) all conditions to the termination of all prior leases or subleases have been satisfied and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear exceptedthe Company has no further obligations under such prior leases or subleases except those that expressly survive termination of such prior leases or subleases, and (iv) there are adequate no claims pending or, to the Knowledge of the Company, threatened against the Company which survive the termination of such prior leases and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinsubleases.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction To the Knowledge of any Governmental Authoritythe Company, there are no contractual or legal restrictions (other than any COVID-19 Measures) that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Propertyexcept as would not, and improvements thereonbe material.
(e) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not be material to the Company, taken as a whole.
Appears in 3 contracts
Samples: Merger Agreement (Cyclo Therapeutics, Inc.), Merger Agreement (Applied Molecular Transport Inc.), Merger Agreement (Cyclo Therapeutics, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) 3.12 of the Company Disclosure Schedules Letter sets forth a true, complete and correct and complete list of any (i) all real property (and any interest interests in any real property) currently property owned by the Group Companies Company or any Company Subsidiary as of the date of this Agreement and (ii) all real property leased, subleased, licensed, or otherwise occupied by the Company or any Company Subsidiary as of the date of this Agreement, in each case that is material to the business of the Company and the Company Subsidiaries, taken as a whole (the “Owned Company Real Property”). Each of the Company and the Company Subsidiaries has good and valid title to, including or, in the street address case of any such Owned Real Property. With respect to each parcel leased properties and assets, valid leasehold or subleasehold interests in, all of Owned the Company Real Property, (i) the applicable Group Company has goodand all of its other material property or assets other than real property, valid tangible and marketable fee simple titleintangible, used or held for use in its business, free and clear of any Liens, other than except for Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is are no Action pending or, to the knowledge of the Company, threatened in writingthreatened, against condemnation or imminent domain proceedings that would affect any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation part of the Owned Real Propertyproperties or assets of each of the Company and the Company Subsidiaries, that whether leased, subleased or owned, tangible or intangible, real, personal or mixed, in each case used or held for use in its business, except as would not reasonably be expected to have not been delivered to the Parent. No Group a Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinMaterial Adverse Effect.
(b) Section 4.12(b) All current leases and subleases of real property entered into by the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth or a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases Subsidiary are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such Leaseslease or sublease, except or person in the chain of title to such leased premises, except, in each case, as would not, individually or in the aggregate, not reasonably be material expected to such Group Companyhave a Company Material Adverse Effect. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property leased or subleased by such party the Company or any Company Subsidiary for the purposes for which it is currently being used, other than restrictions that would not reasonably be expected to have a Company Material Adverse Effect. To the Company’s knowledge, there There are no material latent defects or material adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon.
(e) Each Group , leased by the Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens any Company Subsidiary other than Permitted Liensthose that would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 3 contracts
Samples: Merger Agreement (Full Alliance International LTD), Merger Agreement (Yongye International, Inc.), Merger Agreement (Morgan Stanley)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Parent Disclosure Schedules sets forth a true, correct and complete list Schedule lists each parcel of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”)Parent or any Parent Subsidiary or owned by Parent or any Parent Subsidiary after January 1, including the street address of any such Owned Real Property1999. With respect to each Each parcel of Owned Real Property, real property owned by Parent or any Parent Subsidiary (i) the applicable Group Company has good, valid and marketable fee simple title, is owned free and clear of any all Liens, other than Permitted Liens; , and (ii) no Group Company has leased is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise granted to taken by any Person the right to use public authority with or occupy such Owned Real Property or any portion thereofwithout payment of compensation therefor, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending ornor, to the knowledge of the CompanyParent, threatened in writinghas any such condemnation, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property expropriation or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not taking been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinproposed.
(b) Section 4.12(b) of the Company Parent Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”)currently leased or subleased by Parent or any Parent Subsidiary, with the name of the lessor or any other party thereto, and the date of the Lease lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by Parent or any Parent Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “Parent Lease Documents”). True, correct and complete copies of all Parent Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, its counsel. All such current leases and (ii) all such Leases subleases are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company Parent or any Parent Subsidiary or, to the CompanyParent’s knowledge, by the other party to such Leases, except lease or sublease.
(c) Except as would notcould not reasonably be expected, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed prevent or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair materially delay consummation of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease Transactions or otherwise encumber any Owned Real Property prevent or Leased Real Propertymaterially delay Parent from performing its obligations under this Agreement and could not reasonably be expected, individually or any portion thereof or any interest therein.
in the aggregate, to have a Parent Material Adverse Effect: (di) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property owned or leased by such party Parent or any Parent Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge, ; and (ii) there are no material latent defects or material adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon, owned or leased by Parent or any Parent Subsidiary.
(ed) Each Group Company of Parent and the Parent Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than any Liens, except for Permitted Liens.
Appears in 3 contracts
Samples: Merger Agreement (Chippac Inc), Merger Agreement (Chippac Inc), Agreement and Plan of Merger and Reorganization (Temasek Holdings LTD)
Real Property; Title to Assets. (a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of any all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or any of its Subsidiaries (together with all buildings, improvements and fixtures located thereon and appurtenances thereto, collectively, the “Company Owned Real Property”), including ) and the street address of any such for each Company Owned Real Property. With respect The Company or any of its Subsidiaries, as the case may be, holds good and valid fee title to each parcel of the Company Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except for Permitted Liens; . Except as has not had and (ii) no Group would not reasonably be expected to have, individually or in the aggregate, a Company has leased or otherwise granted to any Person Material Adverse Effect, all buildings, structures, improvements and fixtures located on the right to use or occupy such Company Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) are in a state of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except good operating condition and are sufficient for the Owned Real Propertycontinued conduct of business in the ordinary course, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, subject to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially reasonable wear and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereintear.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied (whether as a tenant, subtenant or pursuant to other occupancy arrangements) by the street Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address of for each parcel of Company Leased Real Property, and sets forth (iii) a list description of each the applicable lease, subleasesublease or other agreement therefore and any and all amendments and modifications relating thereto. No Company Lease Agreement is subject to any Lien, license including any right to the use or occupancy agreement pursuant to which a Group of any Company leasesLeased Real Property, subleases, licenses or occupies any real property other than Permitted Liens.
(each, a “Lease”), with the name of the lessor or any other party thereto, c) The Company Owned Real Property and the date of the Lease in connection therewith and each material amendment Company Leased Real Property are referred to any of the foregoing (collectively, collectively herein as the “Lease DocumentsCompany Real Property”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth has not had and would not reasonably be expected to have, individually or in Section 4.12(b) of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting each parcel of Company Real Property is in compliance with all existing Laws applicable to any person other than the applicable Group such Company the right to use or occupy any Leased Real Property, and (ii) all such Leases neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptionspending, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledgeKnowledge there are no such Proceedings threatened, by affecting any portion of the Company Real Property.
(d) The Company or a Subsidiary of the Company has good and marketable title to, or a valid and binding leasehold or other party to such Leasesinterest in, all tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens (except for Permitted Liens) except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material to such Group Company. No Group a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 3 contracts
Samples: Merger Agreement (Iac/Interactivecorp), Merger Agreement (Care.com Inc), Merger Agreement (Iac/Interactivecorp)
Real Property; Title to Assets. (a) Section 4.12(a4.13(a) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list all of any the real property (and any interest in any real property) currently owned by the Group Companies Company and its Subsidiaries (the “Owned Real Property”), including . Each of the street address of any such Owned Real Property. With respect Company and its Subsidiaries has good and marketable title to each parcel of all of the Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple titleProperty material for their operations, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereofall Encumbrances, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinPermitted Encumbrances.
(b) Section 4.12(b) of the The Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant has made available to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). TrueParent true, correct and complete copies of all Lease Documents have been made available leases, subleases and other agreements (and all modifications, amendments and supplements thereto and all side letters to Parent. Except as otherwise set forth in Section 4.12(bwhich the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) (collectively, the “Real Property Leases”) with respect to all of the real property in which the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or any of its Subsidiaries holds leasehold or subleasehold estates or other contracts granting to any person other than the applicable Group Company the right rights to use or occupy and that is material to the business of the Company or any of its Key Subsidiaries as currently conducted (the “Leased Real Property”). Each Real Property Lease constitutes a valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (ii) all such Leases are is in full force and effect. Each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of Leased Real Property material for their operations, are valid free and enforceable in accordance with their respective termsclear of all Encumbrances, subject to except Permitted Encumbrances.
(c) As of the Remedies Exceptionsdate of this Agreement, all rent and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) other sums and charges payable by the applicable Group Company or its Subsidiaries as tenants under each Real Property Lease material for their operations are current, no termination event (except for termination upon expiry of its current term) or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Company’s knowledgeKnowledge, by the other landlord, exists under any Real Property Lease and no party to any such Leases, except as would not, individually Real Property Leases has given written notice to the Company or in any of its Subsidiaries of or made a written claim against the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted any of its Subsidiaries with respect to any person any right to use, occupy material breach or possess any portion of the Leased Real Propertydefault thereunder.
(cd) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the The Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part ofcollectively, the Owned Real Property and Leased “Company Real Property. No Group ”) comprise all of the real property used or intended to be used in and that is material to, the business of the Company has granted any option or right and its Key Subsidiaries as currently conducted as of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereondate hereof.
(e) Each Group The Company has legal and valid its Subsidiaries have good and marketable title to, oror a valid and binding leasehold interest in, in the case of all other properties and assets (excluding Owned Real Property, Leased Real Property and assetsIntellectual Property) material for the business of the Company and its Subsidiaries as of the date hereof, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than Encumbrances, except Permitted LiensEncumbrances.
Appears in 3 contracts
Samples: Merger Agreement (ChinaEquity USD Fund I L.P.), Merger Agreement (Cnshangquan E-Commerce Co., Ltd.), Merger Agreement (Mecox Lane LTD)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a true, correct and complete list nor any of any real property (and any interest in its Subsidiaries owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect, (i) each Real Property Lease is valid and binding on the Company or the Subsidiary of the Company that is a party thereto and, to the knowledge of the Company, each other party thereto and is full force and effect, (ii) all rent and other sums and charges payable by the Company or any of its Subsidiaries as tenants thereunder are current and all obligations required to be performed or complied with by the Company or any of its Subsidiaries thereunder have been performed, (iii) no termination event or condition or uncured default of a material nature on the part of the Company or, if applicable, its Subsidiaries or, to the knowledge of the Company, the landlord thereunder, exists under any Real Property Lease, (iv) the Company and each of its Subsidiaries has a good and valid leasehold interest in each parcel of real property leased by it free and clear of all Encumbrances, except Permitted Encumbrances, (v) neither the Company nor any of its Subsidiaries has received any written notice from any landlord under any Real Property Lease that such Group landlord intends to terminate such Real Property Lease and (vi) neither the Company nor any of its Subsidiaries has received written notice of any pending and, to the knowledge of the Company. No Group Company has subleased, sublicensed or otherwise granted there is no threatened, condemnation with respect to any person property leased pursuant to any right to use, occupy of the Real Property Leases. The Company and its Subsidiaries have not subleased or possess licensed any portion of the Leased any real property that is leased pursuant to any Real PropertyProperty Lease to any Person.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repairThe Company or one of its Subsidiaries, normal wear and tear exceptedas the case may be, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, or valid leasehold or subleasehold interests incomparable contractual rights in or relating to, all of its properties and assets, tangible and intangible, real, material personal and mixed, used property owned or held for use in its businessleased by it, free and clear of all Liens other than Encumbrances, except Permitted LiensEncumbrances.
Appears in 3 contracts
Samples: Merger Agreement (Grail, LLC), Merger Agreement (Grail, LLC), Merger Agreement (Illumina, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in Group Member does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a any Company Group Company Member leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth Adara in Section 4.12(b) of the Company Disclosure Schedule, Virtual Data Room.
(i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Company Group Company Member the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Company Group Company Member or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such any Company Group CompanyMember. No Group The Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion Leased Real Property constitute all the material property used in the operation of the Leased Real Propertybusiness of the Company Group.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise Other than due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Company Group Company Member to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to any Company Group Member. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each The Company Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to any Company Group Member.
Appears in 3 contracts
Samples: Business Combination Agreement (Ogilvie Bruce a Jr), Business Combination Agreement (Walker Jeffrey Clinton), Business Combination Agreement (Adara Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a trueCompany, correct and complete list of nor any real property (and any interest in Subsidiary currently owns or has previously owned any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b4.13(b) of the Company Disclosure Schedule Letter lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”)in excess of 10,000 square feet currently leased or subleased by the Company or any Subsidiary, with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any lease, sublease, assignment of the foregoing lease, and any guaranty given (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedulewould not have a Material Adverse Effect, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases current leases and subleases are in full force and effect, are valid and enforceable effective in accordance with their respective terms, terms (except as such enforceability may be subject to laws of general application relating to bankruptcy, insolvency, and the Remedies Exceptionsrelief of debtors and rules of law governing specific performance, injunctive relief, or other equitable remedies), and there is not, under any of such Leasesleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslease or sublease, except as would not, individually or person in the aggregate, be material chain of title to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Propertyleased premises.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising Except as would not have a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityMaterial Adverse Effect, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property leased by such party the Company or any Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge, there There are no material latent defects or material adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon, leased by the Company or any Subsidiary other than those that would not have a Material Adverse Effect.
(ed) Each Group Except as would not have a Material Adverse Effect, each of the Company and the Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its tangible properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, business free and clear of all Liens mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other than Permitted Liensclaims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer, except for such imperfections of title, if any, that do not materially interfere with the use of the subject property.
Appears in 3 contracts
Samples: Merger Agreement (Stmicroelectronics Nv), Merger Agreement (Genesis Microchip Inc /De), Merger Agreement (Genesis Microchip Inc /De)
Real Property; Title to Assets. (a) Section 4.12(a) None of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company own or has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has ever owned any real property or are party to any interest in agreement or option to purchase any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a any of the Group Company Companies leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentWinVest. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company Companies the right to use or occupy any Leased Real Property, real property subject to the Lease Documents and (ii) all such Leases are in full force and effect, and are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or or, to the knowledge of the Company Signatories, event which, with notice or lapse of time, or both, would constitute a material default) by the applicable any Group Company or, to the Company’s knowledge, or by the other party to such Leases, except as would not, individually or in the aggregate, be material to such the Group Company. No Group Company has subleasedCompanies, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Propertytaken as a whole.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any the Group Company Companies to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the Company’s knowledgeaggregate, there are no latent defects or adverse physical conditions affecting be material to the Leased Real PropertyGroup Companies, and improvements thereontaken as a whole.
(ed) Each The Group Company has Companies have legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold interests or subleasehold interests inother rights to use, all of its their respective properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its businesstheir businesses, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Group Companies, taken as a whole.
Appears in 3 contracts
Samples: Business Combination Agreement (WinVest Acquisition Corp.), Business Combination Agreement (WinVest Acquisition Corp.), Business Combination Agreement (WinVest Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a4.13(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “all Owned Real Property”), including including, without limitation, the street address particulars and the issue date of any the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, with respect to each Owned Real Property: (i) the Company or its applicable Subsidiary has good and marketable title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel , free and clear of all Encumbrances, except Permitted Encumbrances, (ii) the Company or its applicable Subsidiary is the only party in possession of such Owned Real Property, (iiii) neither the applicable Group Company has good, valid and marketable fee simple title, free and clear nor any of any Liens, other than Permitted Liens; and (ii) no Group Company its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(aand (iv) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any of its Subsidiaries is a party to any Contract, agreement or option to purchase any material real property or interest therein.
(b) Section 4.12(b4.13(b) of the Company Disclosure Schedule lists sets forth the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant . The Company has made available to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). TrueParent true, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(bleases, subleases and other agreements (collectively, the “Real Property Leases”) of under which the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any Leased Real PropertyProperty (and all modifications, amendments and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder). Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, with respect to each Real Property Lease (i) such Real Property Lease constitutes a valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (ii) all such Leases are is in full force and effect, are (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property under such Real Property Lease, free and enforceable in accordance with their respective termsclear of all Encumbrances, subject except Permitted Encumbrances, (iii) possession and quiet enjoyment of the Leased Real Property under such Real Property Lease by the Company or its applicable Subsidiary has not been disturbed and, to the Remedies ExceptionsCompany’s Knowledge, there are no disputes with respect to such Real Property Lease, and there (iv) the Company or its applicable Subsidiary is notnot and, to the Company’s Knowledge, no other party to such Real Property Lease is, in breach or default under any of such LeasesReal Property Lease, any existing default and no event has occurred or event of default (or event circumstance exists which, with notice or lapse the delivery of timenotice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Real Property Lease.
(c) by The Owned Real Property identified in Section 4.13(a) of the applicable Group Company orDisclosure Schedule and the Leased Real Property identified in Section 4.13(b) of the Company Disclosure Schedule (collectively, the “Company Real Property”) comprise all of the material real property used or intended to be used in, or otherwise related to, the business of the Company and its Subsidiaries. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice of any proceedings in eminent domain, condemnation or other similar proceedings that are pending and, to the Knowledge of the Company’s knowledge, there are no such proceedings threatened, affecting any portion of the Company Real Property. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, neither the Company nor any of its Subsidiaries has received written notice of the existence of any outstanding Order or of any pending Action and, to the Knowledge of the Company, there is no such Order or Action, relating to the ownership, lease, use, occupancy or operation by any person of the other party to such Leases, Company Real Property.
(d) To the knowledge of the Company and except as would not, individually or in the aggregate, be material to such Group Company. No Group have a Company has subleasedMaterial Adverse Effect, sublicensed (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company and its Subsidiaries, (ii) there are no structural deficiencies or otherwise granted to latent defects affecting any person of the Improvements, and (iii) there are no facts or conditions affecting any right to use, occupy of the Improvements which would materially interfere with the use or possess occupancy of the Improvements or any portion thereof in the operation of the Leased Real Propertybusiness of the Company and its Subsidiaries.
(ce) All Improvements Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets necessary to any conduct their respective businesses as currently conducted (excluding Owned Real Property, Leased Real Property and any Leased Real Property Intellectual Property), in each case free and clear of all Encumbrances, except Permitted Encumbrances. Except as would not, individually or in the aggregate, have a Company Material Adverse Effect, the material machinery, equipment and other tangible personal property and assets owned or used by the Company and its Subsidiaries are (i) usable in all material respects in good operating condition and repair, normal wear and tear excepted, the ordinary course of business and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, (ii) are in good operating condition and repairworking order, reasonable and ordinary wear and tear and immaterial defects excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 3 contracts
Samples: Merger Agreement (Sequoia Capital China I Lp), Merger Agreement (Chiu Na Lai), Merger Agreement (Le Gaga Holdings LTD)
Real Property; Title to Assets. (a) Section 4.12(a) No member of the Company Disclosure Schedules sets forth Group owns any real property, and no member of the Company Group is a true, correct and complete list of party to any Contract to purchase any real property or interest therein.
(and any interest in any real propertyb) currently owned by The Company or one of the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, Company Subsidiaries: (i) the applicable Group Company has good, valid and marketable fee simple titlelegally binding leasehold or other interests under all the existing leases, subleases, sub-subleases, licenses or other Contracts granting occupancy rights for the Leased Real Property (collectively, the “Company Leases”), free and clear of any all Liens, other than except Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use exclusive possession of each Leased Real Property that is material to the Company Group, taken as a whole. There are no options, rights of first refusal, rights of first offer or occupy such Owned other similar rights which give any party a right to purchase or acquire any interest in any Leased Real Property or any portion part thereof.
(c) Each Company Lease is in full force and effect and is enforceable against the Company or the applicable Company Subsidiary and, except to the Company’s Knowledge, each other party thereto in accordance with its terms, subject to the Enforceability Exceptions. Except as set forth on Section 4.12(a) would not have a Company Material Adverse Effect, there is no default under any Company Lease either by any member of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge Knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or by any other party thereto, and no event has occurred that, with the date lapse of time or the giving of notice or both, would constitute a default by any member of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”)Company Group thereunder. True, correct and complete copies of each Company Lease and all Lease Documents amendments, modifications and supplements thereto have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to Except as would not have a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityCompany Material Adverse Effect, there are no contractual or legal restrictions that preclude or restrict the ability of any Company Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, or valid leasehold or subleasehold sublease interests inor other comparable Contract rights in or relating to, all of its the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties and assets, tangible and intangible, real, personal and mixed, used sold or held for use otherwise disposed of since the date thereof in its the ordinary course of business), free and clear of all Liens Liens, other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Boston Scientific Corp), Merger Agreement (Axonics, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, licenses or occupies any real property the Leased Real Property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available heretofore furnished to ParentHCIC. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Company Subsidiaries the right to use or occupy any Leased Real Property, Property and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company and the Company Subsidiaries, taken as a whole. Neither the Company. No Group , nor any Company Subsidiary, has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereonProperty other than those that would not have a Company Material Adverse Effect.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Hennessy Capital Investment Corp. V), Merger Agreement (Hennessy Capital Investment Corp. V)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property, and sets forth forth, as of the date of this Agreement, a list of each lease, sublease, license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have prior to the date of this Agreement been made available to ParentParent in the Virtual Data Room. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure ScheduleSchedule as of the date of this Agreement, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person Person other than the applicable Group Company or Company Subsidiaries the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company and the Company Subsidiaries, taken as a whole. As of the date of this Agreement, neither the Company. No Group , nor any Company Subsidiary, has subleased, sublicensed or otherwise granted to any person Person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Breeze Holdings Acquisition Corp.), Merger Agreement (Breeze Holdings Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except Except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b4.08(a) of the Company Disclosure Schedule, the Company and its Subsidiaries do not own any real property (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than any interest in real property pursuant to Mortgage Loans). Section 4.08(a) of the applicable Group Company Disclosure Schedule identifies, as of the right date hereof, all of the material real property devised by leases or subleases (collectively, the “Leases”) to use the Company or occupy any of its Subsidiaries that provide for monthly rent payments in excess of $20,000 (collectively, the “Leased Real Property”).
(b) The Company and its Subsidiaries, as applicable, hold a valid and (ii) existing leasehold interest under each of the Leases to which it is a party for the terms set forth therein. Except as would not reasonably be expected to be material to the Company and its Subsidiaries, taken as a whole, all such of the Leases are in full force and effect, are valid effect and enforceable by the Company or such Subsidiaries which is a party thereto in accordance with their respective terms, subject to the Remedies Enforceability Exceptions, and there is not, under . Neither the Company or any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company orits Subsidiaries nor, to the Knowledge of the Company’s knowledge, by the any other party to such Leasesthe Lease, except as would notis in material breach of or in material default under any Lease that would, individually or in the aggregate, materially impair or be material reasonably likely to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion materially impair the continued use and operations of the Leased Real PropertyProperty to which they relate in the conduct of the Business as presently conducted.
(c) All Improvements Except as would not reasonably be expected to any Owned Real Property be material to the Company and any Leased Real Property are in all its Subsidiaries, taken as a whole, the Company and its Subsidiaries own the material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or tangible personal property reflected on the Owned Real Property and Latest Company Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of since the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systemsLatest Company Balance Sheet Date), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Encumbrances, except for (i) Encumbrances identified or described in Section 4.08(c) of the Company Disclosure Schedule and (ii) Permitted LiensEncumbrances.
Appears in 2 contracts
Samples: Transaction Agreement (Replay Acquisition LLC), Transaction Agreement (Replay Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of any all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”), including the street address of any such Owned Real Property. With respect to for each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, entity vested with title to such real property. The Company has made available to Parent accurate legal descriptions of all Company Owned Real Property and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). Truetrue, correct and complete copies of all Lease Documents have been made available deeds or other vesting instruments evidencing title of the Company and its Subsidiaries, as applicable, to Parenteach Company Owned Real Property. Except Neither the Company nor any Subsidiary is party to any Contract to purchase or sell any real property. The Company or any of its Subsidiaries, as otherwise set forth the case may be, holds good and valid fee title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens. All buildings, structures, improvements and fixtures located on the Company Real Property are in a state of good operating condition in all material respects and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule, Schedule sets forth (i) there are no leasesa true and complete list of all real property leased, subleasessubleased or otherwise occupied by the Company or any of its Subsidiaries (collectively, sublicensesthe “Company Leased Real Property”), concessions or other contracts granting to any person other than (ii) the applicable Group address for each parcel of Company the right to use or occupy any Leased Real Property, and (iiiii) a description of the material terms of the applicable lease, sublease or other agreement therefore and any and all such Leases amendments and modifications relating thereto. No Company Lease Agreement is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens. The Company has provided Parent with true, correct and complete copies of all leases, lease guaranties, licenses, subleases, agreements for the leasing, use or occupancy of, or otherwise granting a right in or relating to the Company Leased Real Property, including all amendments, terminations and modifications thereof (individually, a “Company Lease Agreement” and, collectively, the “Company Lease Agreements”). All Company Lease Agreements are in full force and effect, effect and are valid and enforceable against the Company or its Subsidiaries in accordance with their respective terms, subject to the Remedies Exceptions, and there . There is not, under any of such LeasesCompany Lease Agreements, any existing material default or event of default (or event which, which with notice or lapse of time, or both, would constitute a material default) by of the applicable Group Company oror its Subsidiaries, or to the Company’s knowledgeKnowledge, any other party thereto. The execution and delivery of this Agreement by the other party Company does not, and the consummation of the transactions contemplated hereby will not, result in any breach of or constitute a default (or an event that with notice or lapse of time or both would become a default) under, or impair the rights of the Company or its Subsidiaries or alter the rights or obligations of the sublessor, lessor or licensor under, or give to such Leasesothers any rights of termination, except amendment, acceleration or cancellation of any Company Lease Agreements, or otherwise adversely affect the continued use and possession of the Company Leased Real Property for the conduct of business as presently conducted.
(c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property”. Except as has not had and would notnot reasonably be expected to, individually or in the aggregate, be materially impair the use (or contemplated use), utility or value of the applicable Company Real Property or otherwise materially impair the present or contemplated business operations at such location, (i) each parcel of Company Real Property is in compliance in all material respects with all existing Laws applicable to such Group Company Real Property, (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company. No Group Company has subleased’s Knowledge there are no such Proceedings threatened, sublicensed or otherwise granted to any person any right to use, occupy or possess affecting any portion of the Leased Company Real Property, and (iii) there are no any pending, current or threatened actions by adjacent landowners, natural or artificial conditions upon or proposed or pending laws, ordinances, orders, regulations or requirements, or any other facts or conditions which could have a material effect upon such Company Real Property, the operations of the Company and its Subsidiaries thereon or the value of the Company Real Property. Neither the Company nor any Subsidiary has transferred, mortgaged or assigned any interest in any Company Lease Agreement or any Company Real Property, nor has the Company or any Subsidiary subleased or otherwise granted rights of use or occupancy of any Company Real Property to any other person or entity.
(d) Neither the Company nor its Subsidiaries is party to any agreement or subject to any claim that may require the payment of any real estate brokerage commissions, and no such commission is owed with respect to any of the Company Real Property.
(ce) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for The Company or a Subsidiary of the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer good and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all tangible personal property necessary for the conduct of the business of the Company and its properties and assetsSubsidiaries, tangible and intangibletaken as a whole, real, personal and mixed, used or held for use in its businessas currently conducted, free and clear of all Liens other than (except for Permitted Liens), except as would not reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Maxlinear Inc), Merger Agreement (Maxlinear Inc)
Real Property; Title to Assets. (a) Section 4.12(a3.15(a) of the Company Disclosure Schedules sets forth Schedule contains a true, correct and complete list of any the addresses of all real property (and any interest in any real property) currently or to the knowledge of the Company formerly owned by the Group Companies Company or any Subsidiary of the Company (the “Owned Real PropertyProperties”). Except as would not have, including individually or in the street address aggregate, a Company Material Adverse Effect, the Company or a Subsidiary of any such the Company has good and valid title in fee simple to each of the currently Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, Properties free and clear of all leases, tenancies, options to purchase or lease, rights of first refusal, claims, liens, charges, security interests or encumbrances of any Liensnature whatsoever (collectively, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real “Property or any portion thereofEncumbrances”), except as set forth on Section 4.12(a(A) leases to a Subsidiary of the Company Disclosure Schedules. No Group that the Company has received written notice or a Subsidiary of the Company may freely amend or terminate without the consent of any contemplated condemnationother person, special assessment(B) statutory liens securing payments not yet due, rezoning (C) Property Encumbrances that do not affect the continued use of the property for the purposes for which the property is currently being used, (D) mortgages, or deeds of trust, security interest or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for encumbrances on title related to Indebtedness reflected on the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge consolidated financial statements of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein(E) Permitted Liens.
(b) Section 4.12(b3.15(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth contains a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company all leases, subleases, licenses or occupies any with reference to the addresses for all real property currently or to the knowledge of the Company formerly leased to the Company or any Subsidiary of the Company (eachthe “Leased Real Properties”, a “Lease”), and together with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectivelyOwned Real Properties, the “Lease DocumentsReal Properties”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth would not have, individually or in Section 4.12(b) of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there are no leasesthe Company or a Subsidiary of the Company has good leasehold title with respect to each of the currently Leased Real Properties, subleasessubject only to (A) subleases to a Subsidiary of the Company that the Company or a Subsidiary of the Company may freely amend or terminate without the consent of any other person, sublicenses(B) statutory liens securing payments not yet due, concessions (C) Property Encumbrances that do not affect the continued use of the property for the purposes for which the property is currently being used, (D) mortgages, or deeds of trust, security interest or other contracts granting encumbrances on title related to any person other than Indebtedness reflected on the applicable Group Company consolidated financial statements of the right to use or occupy any Leased Real PropertyCompany, and (E) Permitted Liens; (ii) all such Leases are each lease of the currently Leased Real Properties is in full force and effecteffect and is legal, are valid and enforceable binding in accordance with their respective its terms, subject to the Remedies Exceptionsapplicable bankruptcy, insolvency, reorganization, moratorium or other similar Laws, now or hereafter in effect, and principles of equity affecting creditors’ rights and remedies generally; and (iii) there is not, under any of such Leasesleases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslease, except as would not, individually or person in the aggregate, be material chain of title to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Propertyleased premises.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Except as would not have a Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityMaterial Adverse Effect, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property leased by such party the Company or any Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(ed) Each Group Except as would not have a Company Material Adverse Effect, each of the Company and the Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its tangible properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, business free and clear of all Liens mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other than Permitted Liensclaims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer, except for such imperfections of title, if any, that do not materially interfere with the use of the subject property.
Appears in 2 contracts
Samples: Merger Agreement (Triquint Semiconductor Inc), Agreement and Plan of Merger (Wj Communications Inc)
Real Property; Title to Assets. (a) Section 4.12(a) of Except as would not be material to the Company Disclosure Schedules sets forth and its Subsidiaries, taken as a truewhole, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “with respect to each Owned Real Property”): (i) the relevant Group Company has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and , (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (iiiv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such Leases are title or land use rights have been paid in full force and effect, such land use rights are valid and enforceable in accordance with their respective terms, not subject to any restrictions that would materially interfere with the Remedies Exceptions, and there is not, under any operation of such Leases, any existing default or event the Group Companies as currently conducted as of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except date hereof. Except as would not, individually or in the aggregate, reasonably be material expected to such Group Company. No have a Company Material Adverse Effect, (1) the relevant Group Company has subleasedduly complied in all respects with all of the terms and conditions of, sublicensed and all of its obligations under, the relevant land use rights contract or otherwise granted real property purchase contract in relation to any person Owned Real Property owned by it (including the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), (2) the Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law, and (3) no Group Company has been subject to any right fine or other penalty imposed by any Governmental Authority (including any penalty imposed due to use, occupy idleness of land or possess any portion of failure to develop the land in accordance with the schedules provided under relevant land grant contracts).
(b) With respect to the Lease for each Leased Real Property: (i) such Lease is legal, valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the Sellers, there are no disputes with respect to such Lease and (iii) neither any Group Company nor, to the knowledge of the Sellers, any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.
(c) All Improvements to any Owned Real Property The Company and any Leased Real Property are in all material respects in its Subsidiaries have good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or onmarketable title to, or comprising a part ofvalid and binding leasehold interest in, the all other properties and assets (excluding Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assetsIntellectual Property) that are material to the business of the Company and its Subsidiaries taken as a whole, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than Liens, except Permitted Liens.
Appears in 2 contracts
Samples: Share Purchase Agreement (Renren Inc.), Share Purchase Agreement (Kaixin Auto Holdings)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group the Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment amendment, extension, renewal or guaranty to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentSMMC in the Virtual Data Room. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, licenses, subleases, sublicenses, concessions or other contracts Contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group Company The Company, has not subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not, individual or in the aggregate, be material to the Company.
(ed) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company.
Appears in 2 contracts
Samples: Business Combination Agreement (BTRS Holdings Inc.), Business Combination Agreement (South Mountain Merger Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct has not owned and complete list of any real property (and any interest in does not presently own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b4.13(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any and real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentSPAC. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group The Company has not subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no material latent defects or adverse physical conditions affecting the Leased Real Property, and Property or the improvements thereon.
(ed) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company.
Appears in 2 contracts
Samples: Business Combination Agreement (OTR Acquisition Corp.), Business Combination Agreement (OTR Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of any all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and the address for each parcel of Company Owned Real Property. The Company or any of its Subsidiaries, as the case may be, holds good and valid fee simple title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens.
(b) Section 3.14(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied pursuant to a similar agreement by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), including (ii) the street address of any such Owned Real Property. With respect to for each parcel of Owned Company Leased Real Property, and (iiii) a description of the applicable Group lease, sublease or other agreement and any and all amendments and modifications relating thereto (collectively the “Leased Real Property Leases”). The Company has goodor any of its Subsidiaries, as the case may be, holds a good and valid leasehold estate in all Company Leased Real Property pursuant to the Leased Real Property Leases, and marketable fee simple title, free and clear of the Company Leased Real Property is not subject to any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on . Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, contains a complete and sets forth a accurate list of each leaseLeased Real Property Lease. As of the date hereof, subleasethe Company has delivered to or made available to Parent a true and complete copy of each Leased Real Property Lease. Except as would not reasonably be expected to have, license individually or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (eachin the aggregate, a “Lease”)Company Material Adverse Effect, with the name (i) each Leased Real Property Lease is valid and in full force and effect and constitutes a legal, valid and binding obligation of the lessor Company or any other its Subsidiary that is a party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of is enforceable against the Company Disclosure Scheduleor such Subsidiary that is a party thereto in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, (i) there are no leasesinsolvency, subleasesfraudulent conveyance, sublicensesreorganization, concessions or moratorium and other contracts granting similar Laws affecting creditors’ rights generally and subject, as to any person other than the applicable Group Company the right enforceability, to use or occupy any Leased Real Propertygeneral principles of equity), and (ii) all such Leases are in full force and effectneither the Company nor any of its Subsidiaries is, are valid and enforceable in accordance with their respective termsnor, subject to the Remedies ExceptionsKnowledge of the Company, and there is not, under any of such Leases, any existing default or event of default other party (or event whichin each case, with or without notice or lapse of time, or both) in breach or default under any Leased Real Property Lease.
(c) Section 3.14(c) of the Company Disclosure Schedule contains a complete and accurate list of each Landlord Lease with a Third Party, the Company or Subsidiary that is party thereto, and the portion of the Company Real Property that is leased or subleased pursuant thereto.
(d) The Company Owned Real Property and the Company Leased Real Property are collectively referred to herein as the “Company Real Property”. Except as has not had and would constitute a default) by the applicable Group Company or, not reasonably be expected to the Company’s knowledge, by the other party to such Leases, except as would nothave, individually or in the aggregate, be material a Company Material Adverse Effect, (i) each parcel of Company Real Property is in compliance with all existing Laws applicable to such Group Company Real Property, (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, (iii) to the Knowledge of the Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to usethere are no such Proceedings threatened, occupy or possess affecting any portion of the Leased Company Real Property.
, and (civ) All Improvements no casualty event has occurred with respect to all or any Owned portion of the Company Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, that has not been fully remedied in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Third Party has been granted the right to lease or sublease all or any portion of the Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party except for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereonLandlord Leases.
(e) Each Group The Company or a Subsidiary of the Company has legal good and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all tangible personal property necessary for the conduct of the business of the Company and its properties and assetsSubsidiaries, tangible and intangibletaken as a whole, real, personal and mixed, used or held for use in its businessas currently conducted, free and clear of all Liens other than (except for Permitted Liens) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Patriot Transportation Holding, Inc.), Merger Agreement (Patriot Transportation Holding, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “has no Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(bSchedule 3.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct correct, and complete copies of all Lease Documents have been made available to ParentBLAC. Except as otherwise set forth in Section 4.12(bSchedule 3.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicensesconcessions, concessions or other contracts granting to, and neither the Company nor any Company Subsidiary is a party to any person lease, sublease, concession or other than contract granting to the applicable Group Company or Company Subsidiaries, the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party party(ies) to such Leases, except as would not, individually or in the aggregate, allow the landlord under such Lease to terminate such Lease or otherwise be material to such Group Companythe Company and the Company Subsidiaries, taken as a whole. No Group Neither the Company nor any Company Subsidiary, has leased, subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company or Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, including the Target Assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.), Business Combination Agreement (Bellevue Life Sciences Acquisition Corp.)
Real Property; Title to Assets. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect:
(a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, complete and correct and complete list of any all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”), including ) and the street address of any such for each Company Owned Real Property. With respect The Company or any of its Subsidiaries, as the case may be, holds good and valid fee title to each parcel of the Company Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except for Permitted Liens; . Except as would not reasonably be expected, individually or in the aggregate, to be material to the Company and (ii) no Group its Subsidiaries, taken as a whole, all buildings, structures, improvements and fixtures located on the Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) are in a state of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except good operating condition and are sufficient for the Owned Real Propertycontinued conduct of business in the ordinary course, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, subject to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially reasonable wear and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereintear.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth (i) a complete and correct list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any all real property (eachleased, a “Lease”), with subleased or otherwise occupied by the name of the lessor Company or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing its Subsidiaries (collectively, the “Lease DocumentsCompany Leased Real Property”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (iii) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group address for each parcel of Company the right to use or occupy any Leased Real Property, and (iiiii) all such Leases are a description of each Company Lease Agreement (other than with respect to master vehicle leases). No Company Lease Agreement (other than with respect to master vehicle leases) is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens. Except as would not reasonably be expected, individually or in the aggregate to be material to the Company and its Subsidiaries, taken as a whole, neither the Company nor any of its Subsidiaries has received written notice that (i) any each lease, sublease or license with respect to the material Company Leased Real Property is not valid or in full force and effecteffect or (ii) the Company or any of its Subsidiaries, are valid and enforceable in accordance with their respective terms, subject or to the Remedies ExceptionsCompany’s Knowledge any other party to any such lease, and there is nothas violated any provision of, under or taken or failed to take any of such Leases, any existing default or event of default (or event act which, with notice or without notice, lapse of time, or both, would constitute a defaultdefault under the provisions of such lease, and neither the Company nor any of its Subsidiaries has received notice that it has breached, violated or defaulted under any lease.
(c) by The Company Owned Real Property and the applicable Group Company or, Leased Real Property are referred to collectively herein as the Company’s knowledge, by the other party “Company Real Property”. Except as has not had and would not reasonably be expected to such Leases, except as would nothave, individually or in the aggregate, be material a Company Material Adverse Effect, (i) each parcel of Company Real Property is in compliance with all existing Laws applicable to such Group Company Real Property, and (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company. No Group Company has subleased’s Knowledge there are no such Proceedings threatened, sublicensed or otherwise granted to any person any right to use, occupy or possess affecting any portion of the Leased Company Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group The Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal its Subsidiaries have good and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all property and assets reflected on the most recent balance sheet in the Company SEC Financial Statements or acquired after the date thereof, except as have been disposed of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use since the date thereof in its the ordinary course of business, free and clear of all Liens other than (except for Permitted Liens), and such property and assets constitutes all property and assets necessary for the conduct of the businesses of the Company and its Subsidiaries, taken as a whole, as currently conducted, except, in each case, as would not reasonably be expected, individually or in the aggregate, to be material to the Company and its Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Waste Management Inc), Agreement and Plan of Merger (Stericycle Inc)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.12(a) of the Company Disclosure Schedule lists the street address real property currently owned by the Company or any Subsidiary of each parcel the Company. The real property currently owned by the Company or any Subsidiary of the Company (the “Owned Real Property”) (i) is owned free and clear of all Liens, except Permitted Liens, and (ii) is neither subject to any Order to be sold nor is being condemned, expropriated or otherwise taken by any Governmental Authority with or without payment of compensation therefor, nor, to the Knowledge of the Company, has any such condemnation, expropriation or taking been proposed.
(b) Section 3.12(b) of the Company Disclosure Schedule lists the real property currently leased or subleased by the Company or any Subsidiary of the Company (the “Leased Real Property” and any or all Leased Real Property and Owned Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “LeaseReal Property”), with the name of facility identified, effective date, expiration date and information related to lease payments, renewal and contingent rents (the lessor or any other party underlying leases related thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all the Lease Documents requested by Parent have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all All such Leases Lease Documents are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such LeasesLease Documents, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Subsidiary of the Company or, to the Company’s knowledgeKnowledge, by the any other party thereto, or Person in the chain of title to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict in any material respect the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being usedused and, to the Knowledge of Company, neither the Company nor any of its Subsidiaries has received notice of any prohibition of, or condition upon, the future development of undeveloped Real Property at any cemetery operated by the Company or any of its Subsidiaries for burial purposes. To the Company’s knowledgeExcept as would not have a Material Adverse Effect, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, and all developed but unsold and undeveloped areas existing within the cemeteries operated by the Company and its Subsidiaries are useable for cemetery purposes (not limited to interment, and including landscaping areas for beautification, drainage, infrastructure or areas unusable for development due to the physical characteristics of the land), without material legal, environmental or physical restriction or impediment of any kind, except normally associated costs of cemetery preparation and development.
(ed) Each Group Except as would not have a Material Adverse Effect, each of the Company and the Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than any Liens, except Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Stewart Enterprises Inc), Merger Agreement (Service Corporation International)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists lists, as of the date hereof, the street address of each parcel of Leased Real Property, and sets forth a list list, as of the date hereof, of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property the Leased Real Property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth Acquiror and/or its Representatives in Section 4.12(b) of the Company Disclosure Schedule, Virtual Data Room.
(i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Company Subsidiaries the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group not have a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not have a Company Material Adverse Effect. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Business Combination Agreement (Jet Token Inc.), Business Combination Agreement (Oxbridge Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a trueand its Subsidiaries do not own, correct and complete list of any real property (and any interest in have never owned, any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.9(b) of the Company Disclosure Schedule lists the street address (and, if applicable, the suite numbers(s)) of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any each other party thereto, thereto and the date of the each Lease in connection therewith therewith, and each material amendment to any of the foregoing thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentMEDS in the Virtual Data Room. Except as otherwise set forth in Section 4.12(b3.9(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Subsidiaries specified as the tenant in the applicable Lease Document the right to use or occupy all or any portion of the Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Enforceability Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted and (iii) there are no disputes with respect to any person any right to use, occupy or possess any portion of the Leased Real PropertyLease Documents.
(c) All Improvements There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Subsidiary to any Owned Real Property and use any Leased Real Property for the purposes for which it is currently being, or is intended to be, used, except as would not be expected to have a Company Material Adverse Effect. The Leased Real Property, and the improvements thereon, are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, compliance in all material respectsrespects with all applicable Laws, in good operating repair and in good condition and repair, reasonable and (ordinary wear and tear excepted), and there are no patent or latent defects or adverse physical conditions other than those that would not be expected to have a Company Material Adverse Effect. No Group In the past three years, there has not been any interruption in the delivery of adequate service of any utilities required in the operation of the business of the Company or any Subsidiary currently conducted on the Leased Real Property and neither the Company nor any Subsidiary has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or at the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinexcept as would not be expected to have a Company Material Adverse Effect.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction Each of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for and the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens liens other than Permitted LiensEncumbrances, except as would not be expected to have a Company Material Adverse Effect. The Company Leased Real Property constitutes all of the real property interests owned, used or held for use in the conduct of the business of the Company and the Subsidiaries consistent with past practice and is sufficient in all respects for the continued conduct and operation of such business, consistent with past practice and as presently proposed to be conducted.
(e) The assets owned by the Company and the Subsidiaries (including without limitation the Leased Real Property) are all of the assets used by the Company and the Subsidiaries with respect to the business of the Company and the Subsidiaries as conducted in the ordinary course of business, and such assets comprise all of the assets and rights necessary for the ownership and operation of the assets of the Company and the Subsidiaries and to carry out the business of the Company and the Subsidiaries substantially in the same manner as of the date of this Agreement.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (TRxADE HEALTH, INC), Merger Agreement (TRxADE HEALTH, INC)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a trueWith respect to all buildings, correct structures, improvements and complete list of any real property (fixtures located thereon, and any interest in any real property) currently all easements and other rights and interests appurtenant thereto, owned by the Group Companies (the “Owned Real Property”), including each of the street address of any such Owned Real Property. With respect Group Companies has good title, validly granted land use rights or building ownership rights, as applicable, to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than all Liens (except for Permitted Liens; and (ii) ). There are no Group Company has leased outstanding options or otherwise granted rights of first refusal to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for purchase the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge portion of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(bWith respect to all leases, subleases and other agreements (the “Real Property Leases”) of under which the Company Disclosure Schedule lists the street address or any of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses its Subsidiaries uses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company has the right to use or occupy occupy, now or in the future, any real property (and all modifications, amendments and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) (“Leased Real Property”), each Real Property Lease constitutes a valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (ii) all such Leases are is in full force and effect, are valid . All rent and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, other sums and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) charges payable by the applicable Group Companies as tenants under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslandlord, except as would not, individually or in the aggregate, be material to such Group Companyexists under any Real Property Lease. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion Each of the Group Companies has a good and valid leasehold interest in each parcel of Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens (except for Permitted Liens).
(c) No party to any such Real Property Leases has given notice to the Company or any of its Subsidiaries of or made a claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder.
(d) Except as would not have a Material Adverse Effect, the Group Companies have good title to, or a valid and binding leasehold interest in, all other material properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property), in each case free and clear of all Liens (other than Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Country Style Cooking Restaurant Chain Co., Ltd.), Merger Agreement (Country Style Cooking Restaurant Chain Co., Ltd.)
Real Property; Title to Assets. (a) Section 4.12(a) of Except as would not be material to the Company Disclosure Schedules sets forth Purchaser and its Subsidiaries, taken as a truewhole, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “with respect to each Owned Real Property”): (i) the relevant Purchaser Group Company has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and , (ii) no Purchaser Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (iiiv) the relevant Purchaser Group Company is the only party in possession of such Owned Real Property. No Purchaser Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such Leases are title or land use rights have been paid in full force and effect, such land use rights are valid and enforceable in accordance with their respective terms, not subject to any restrictions that would materially interfere with the Remedies Exceptions, and there is not, under any operation of such Leases, any existing default or event the Purchaser Group Companies as currently conducted as of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except date hereof. Except as would not, individually or in the aggregate, reasonably be material expected to such Group Company. No have a Purchaser Material Adverse Effect, (1) the relevant Purchaser Group Company has subleasedduly complied in all respects with all of the terms and conditions of, sublicensed and all of its obligations under, the relevant land use rights contract or otherwise granted real property purchase contract in relation to any person Owned Real Property owned by it (including the obligations to develop the land in accordance with the schedules provided under relevant land grant contracts), (2) the Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law, and (3) no Purchaser Group Company has been subject to any right fine or other penalty imposed by any Governmental Authority (including any penalty imposed due to useidleness of land or failure to develop the land in accordance with the schedules provided under relevant land grant contracts).
(b) With respect to the Lease for each Leased Property: (i) such Lease is legal, occupy or possess any portion valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) to the knowledge of the Leased Real PropertyPurchaser, there are no disputes with respect to such Lease and (iii) neither any Purchaser Group Company nor, to the knowledge of the Purchaser, any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.
(c) All Improvements to any Owned Real Property The Purchaser and any Leased Real Property are in all material respects in its Subsidiaries have good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or onmarketable title to, or comprising a part ofvalid and binding leasehold interest in, the all other properties and assets (excluding Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assetsIntellectual Property) that are material to the business of the Purchaser and its Subsidiaries taken as a whole, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than Liens, except Permitted Liens.
Appears in 2 contracts
Samples: Share Purchase Agreement (Renren Inc.), Share Purchase Agreement (Kaixin Auto Holdings)
Real Property; Title to Assets. (a) Section 4.12(a4.09(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any lists all real property in which the Company has an ownership or leasehold (or subleasehold) interest (together with all buildings, structures, and any interest in any real property) currently owned by the Group Companies (improvements located thereon, the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, including: (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property; (ii) for Real Property that is leased or subleased by the Company, and sets forth a list of each the landlord under the lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party theretorental amount currently being paid, and the date expiration of the Lease in connection therewith term of such lease or sublease, and any termination or renewal rights of any party to the lease; and (iii) the current use of each material amendment parcel of Real Property. The Company has delivered or made available to any of the foregoing (collectivelyBuyer true, the “Lease Documents”). Truecorrect, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure ScheduleContracts, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertytitle insurance policies, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject surveys relating to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(cb) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group The Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal good and valid title to, or(and, in the case of Leased owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property, personal property (including equipment, software, computer systems, inventory, vehicles, contractual rights and assets owned by it as set forth on Annex A hereto), and other assets reflected in the Financial Statements or acquired after the Balance Sheet Date (other than properties and assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date) or that are material to the business of the Company. All Real Property and assets, valid such personal property and other assets (including leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, interests) are free and clear of all Liens Encumbrances except for those items set forth in Section 4.09(b) of the Disclosure Schedules.
(c) The Company is not a sublessor or grantor under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company’s business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or Contract and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than Permitted Liensthe Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (ParcelPal Logistics Inc.), Stock Purchase Agreement
Real Property; Title to Assets. (a) Section 4.12(a) of The Company is not and has never been the Company Disclosure Schedules sets forth a true, correct and complete list beneficial or registered owner of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy other agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith Lease, and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) To the knowledge of the Company Disclosure ScheduleCompany, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Company Subsidiaries the right to use or occupy any Leased Real Property, and (ii) all . All such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a material default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to any such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyLease.
(c) All Improvements Other than due to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at COVID-19 Measures or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityCOVID-19 Actions, there are no contractual or legal restrictions that preclude or materially restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the primary purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that, individually or in the aggregate, have not and would not reasonably be expected to materially impair the ability of the Company or any Company Subsidiary to use any Leased Real Property for the primary purposes for which it is currently being used.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible (corporeal) and intangibleintangible (incorporeal), realreal (immovable), personal and mixed, that are used or held for use in and are material to its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Business Combination Agreement (Lion Electric Co), Business Combination Agreement (Northern Genesis Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.15(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of any all real property owned in fee by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and the address for each Company Owned Real Property. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) other than with respect to the Company Owned Real Property, neither the Company nor any of its Subsidiaries currently own a fee interest in any real property or have any material outstanding liabilities or obligations with respect to any formerly owned real property; (ii) currently owned the Company or any of its Subsidiaries, as the case may be, holds good and valid fee title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens; (iii) except as have not had and would not reasonably be expected to have, individually or in the aggregate, an adverse effect on the use or occupancy of any Company Owned Real Property, all buildings, structures, improvements and fixtures located on the Company Owned Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear; (iv) other than the Company or any of its Subsidiaries, 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 Real Property or any material portion thereof or material interest therein and (v) since January 1, 2015 with respect to any Company Owned Real Property situated in the Province of Quebec, none of the Company or any Subsidiary has transferred beneficial ownership or effected an off-title transfer for which transfer duties may be, or may become, payable.
(b) Section 3.15(b) of the Company Disclosure Schedule sets forth a true and complete list of all real property leased, subleased or otherwise occupied by the Group Companies Company or any of its Subsidiaries (collectively, the “Owned Company Leased Real Property”), including the street address of any such Owned Real Property. With respect to for each parcel of Owned Company Leased Real Property, Property (i) the address, (ii) the current rent as of the date specified in Section 3.15(b) of the Company Disclosure Schedule, and (iii) the scheduled expiration date of the lease, sublease or other applicable Group Contract. No Company has good, valid and marketable fee simple title, free and clear of Leased Real Property is subject to any LiensLien, other than Permitted Liens; and (ii) no Group . None of the Company or any of its Subsidiaries has leased assigned, subleased, licensed or otherwise granted to any Person the right to use or occupy such Owned any portion of any Company Leased Real Property to any Person. Except as has not had or would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) all leases or other agreements under which the Company or any portion thereof, except as set forth on Section 4.12(a) of the its Subsidiaries occupies Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Leased Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, effect and are valid and enforceable in accordance with their respective terms, subject to and the Remedies Exceptionsapplicable Company/Subsidiary has, and there has the right to, exclusive, quiet possession and quiet enjoyment of the associated Company Leased Real Property; (ii) no Company or any of its Subsidiaries is not, in default or breach under any Lease or has received any notice of such Leasesdefault from the lessor party thereto, nor are there any existing default defaults or event of default breaches by the lessor thereunder; (or event iii) no condition exists which, with but for the giving of notice or lapse the passage of time, or both, would constitute a default) breach or default by the applicable Group Company or, to the Company’s knowledge, by the or any of its Subsidiaries or any other party pursuant to such Leasesany Lease, except or permit termination, modification or acceleration by any party to any Lease; and (iv) the owners of the Company Leased Real Property have not made any assignment, mortgage, pledge or hypothecation of any Lease or the rents or use fees due thereunder.
(c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property”. Except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material a Company Material Adverse Effect: (i) each parcel of Company Real Property is in compliance with all existing Laws applicable to such Group Company Real Property; (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company. No Group Company has subleased’s Knowledge there are no such Proceedings threatened, sublicensed or otherwise granted to any person any right to use, occupy or possess affecting any portion of the Leased Company Real Property.
; (ciii) All Improvements there are no pending or threatened appropriation, condemnation, eminent domain or like Proceedings relating to any Owned the Company Real Property; and (iv) the Company or applicable Subsidiary’s use, occupancy and operation of the Company Real Property in the manner in which it is now occupied and any Leased operated by such Company or Subsidiary complies with all applicable building code, fire code, health code, zoning, land use, safety and similar applicable Laws. The Company Real Property are in listed on Sections 3.15(a) and 3.15(b) of the Company Disclosure Schedule constitutes all material respects in good operating condition of the real property and repair, normal wear improvements used and tear exceptedoccupied by the Company and all of its Subsidiaries necessary to conduct the business as currently conducted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out no business activities of any recurring loss of electrical power, flooding, limitations to access to public sewer and water Company or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems its Subsidiaries takes place, occurs or is located on lands or premises other than those included in the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Company Real Property. No Group None of the Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, is used for any purpose other than the operation of the business of the Company or any portion thereof or any interest thereinof its Subsidiaries.
(d) Other than any actions taken due to The Company or a “shelter in place,” “non-essential employee” or similar direction Subsidiary of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal good and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all tangible personal property necessary for the conduct of the business of the Company and its properties and assetsSubsidiaries, tangible and intangibletaken as a whole, real, personal and mixed, used or held for use in its businessas currently conducted, free and clear of all Liens other than (except for Permitted Liens) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Patterson Companies, Inc.), Merger Agreement (Patterson Companies, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “There is no Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(bSchedule 4.13(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct correct, and complete copies of all Lease Documents have been made available to ParentGigCapital5. Except as otherwise set forth in Section 4.12(bSchedule 4.13(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicensesconcessions, concessions or other contracts granting to, and neither the Company nor any Company Subsidiary is a party to any person lease, sublease, concession or other than contract granting to the applicable Group Company or Company Subsidiaries, the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party party(ies) to such Leases, except as would not, individually or in the aggregate, allow the landlord under such Lease to terminate such Lease or otherwise be material to such Group Companythe Company and the Company Subsidiaries, taken as a whole. No Group Neither the Company nor any Company Subsidiary, has leased, subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company or Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Business Combination Agreement (Qt Imaging Holdings, Inc.), Business Combination Agreement (GigCapital5, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “With respect to each Owned Real Property”): (i) the relevant Group Company has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority in compliance with applicable PRC Law, all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. The relevant Group Company has duly complied with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it, and no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority. The Owned Real Property remains in conformity with all applicable building codes and standards, fire prevention, safety, planning or zoning Law.
(b) Section 4.12(b) The use, occupation, operation, leasing, management of the Company Disclosure Schedule lists the street address of each parcel of Leased Owned Real PropertyProperties and real properties leased, and sets forth a list of each lease, sublease, license used or occupancy agreement pursuant to which a occupied by any Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease DocumentsCompany Real Property”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to by any person other than the applicable Group Company the right to use or occupy is not in contravention of any Leased Real Property, and (ii) all such Leases are applicable Laws in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Companyrespect. No Each Group Company has subleasedused the Company Real Property in compliance with the approved use and zoning requirement under the relevant title certificates, sublicensed land use rights certificates, certificates of real estate ownership and similar title documents, or as otherwise granted to any person any right to use, occupy or possess any portion of required by the Leased Real Propertycompetent Governmental Authorities.
(c) All To the knowledge of the Company, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Group Companies, (ii) there are no structural deficiencies or latent defects affecting any of the Improvements, and (iii) there are no facts or conditions affecting any of the Improvements which would materially interfere with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Group Companies.
(d) The Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets necessary to any conduct their respective businesses as currently conducted (excluding Owned Real Property and any Leased Real Property Intellectual Property), in each case free and clear of all Liens, except Permitted Encumbrances. The material tangible personal property and assets owned or used by the Company and its Subsidiaries are (i) usable in the ordinary course of business and, in all material respects in good operating condition and repairrespects, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, (ii) are in good operating condition and repairworking order, reasonable and ordinary wear and tear and immaterial defects excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Tang Liang), Merger Agreement (Ossen Innovation Co. Ltd.)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a nor any Company Subsidiary has any Owned Real Property.
(b) The Company has Made Available true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list copies of each lease, sublease, sublease and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing related thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts by the Company or any Company Subsidiary granting to any person other than the applicable Group Company or any Company Subsidiary the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, Exceptions and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Knowledge of the Company’s knowledge, by the other party party(ies) to such Leases, except as would not, individually or in the aggregate, not be material to such Group Company. No Group the Company and the Company Subsidiaries, taken as a whole.
(c) Neither the Company nor any Company Subsidiary has leased, subleased, sublicensed or otherwise granted to any person any current or future right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions (other than any COVID-19 Measures) that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used. , except as would not, be material.
(e) To the Knowledge of the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not be material to the Company and the Company Subsidiaries, taken as a whole.
(ef) Each Group There are no ongoing “landlord construction work” or “tenant improvement work” projects remaining to be completed at any Leased Real Property in accordance with any Lease (other than periodic activity that does not materially interfere with the Company’s business).
(g) The Company or a Company Subsidiary, as applicable, has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Merger Agreement (Pyxis Oncology, Inc.), Merger Agreement (Apexigen, Inc.)
Real Property; Title to Assets. (a) Neither the Company nor any of the Company Subsidiaries owns any real property.
(b) Section 4.12(a4.22(b) of the Company Disclosure Schedules sets forth a truelist, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnationdate hereof, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license sublease or occupancy agreement other Contract pursuant to which the Company or any of its Subsidiaries occupies a Group Company leases, subleases, licenses or occupies any real property location (each a “Lease Agreement”) that is material to the Company and the Company Subsidiaries, taken as a whole (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Material Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease DocumentsAgreement”). TrueThe Company has Made Available to Parent true, correct and complete copies of all each Material Lease Documents have been made available to ParentAgreement. Except Each Material Lease Agreement is, as otherwise set forth in Section 4.12(b) of the Company Disclosure Scheduledate hereof, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are effect and a valid and binding agreement enforceable in accordance with their respective terms, subject to against the Remedies Exceptions, and there is not, under Company or any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company orSubsidiaries party thereto and, to the Company’s knowledgeKnowledge, any other party thereto in accordance with its terms, except as such enforceability may be limited by bankruptcy, insolvency, moratorium and other similar Applicable Law affecting creditors’ rights generally and by general principles of equity. As of the date of this Agreement, none of the Company nor any of the Company Subsidiaries party to, nor, to the Company’s Knowledge, any other party to such Leasesany Material Lease Agreement is in material breach of or material default under, except as would notor has provided or received any written notice of any intention to terminate or seek renegotiation of, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Lease Agreement.
(c) All Improvements With respect to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repairassets other than real property, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property Company and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in Company Subsidiaries have good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, or in the case of Leased Real Property assets purported to be leased by the Company or the Company Subsidiaries, lease and assets, have valid leasehold or subleasehold interests interest in, all each of its properties the material tangible assets reflected as owned or leased by such companies on the Unaudited Balance Sheet (except for tangible assets sold or disposed of since the date of the Unaudited Balance Sheet and assets, except for tangible assets being leased to the Company and intangible, real, personal and mixed, used or held for use in its business, the Company Subsidiaries with respect to which the lease has expired since such date) free and clear of all Liens other than Permitted any Liens.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Merger Agreement (JetPay Corp)
Real Property; Title to Assets. (a) Section 4.12(a) As of the date hereof, none of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting Subsidiary owns any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinproperty.
(b) Section 4.12(b3.13(b) of the Company Disclosure Schedule lists contains a true and complete list of all of the street address real property leased or subleased by the Company or any Company Subsidiary in connection with the conduct of each parcel of its business (“Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith lease, sublease or license (as applicable) and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentAcquiror in the Virtual Data Room. Except as otherwise Each lease set forth in Section 4.12(b3.13(b) of the Company Disclosure ScheduleSchedule is a valid and binding obligation of the Company or Company Subsidiary, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyas applicable, and (ii) all such Leases are is in full force and effect. None of the Company nor any of the Company Subsidiary nor, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, Knowledge of the Company any landlord of the Leased Real Property is in default in any material respect and there is not, under any of such Leases, any existing default or no event of default (or event which, with notice or lapse of time, or both, would constitute a defaultdefault in any material respect) by under any lease set forth in Section 3.13(b) of the applicable Group Company Disclosure Schedule and, to the Knowledge of the Company, there are no condemnation proceedings pending or, to the Knowledge of the Company’s knowledge, by the other party to such Leasesthreatened, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any The rent roll attached as Section 3.13(c) of the Company Disclosure Schedule (each, a “Rent Roll”) is the rent roll for the Leased Real Property are as of the date hereof used by the Company or any Company Subsidiary for internal administration and accounting purposes in the ordinary course of business and each such Rent Roll is true, correct and complete in all material respects respects.
(d) Except as provided on Section 3.13(d) of the Company Disclosure Schedule, (i) any improvements to the Leased Real Property required by the Lease Documents to be provided by the landlord prior to delivery to the Company or any of the Company Subsidiary have been completed in good operating condition and repairaccordance with the provisions of the applicable Lease Documents, normal wear and tear excepted(ii) any improvements to the Leased Real Property required by the Lease Documents to be performed by the Company or any Company Subsidiary prior to occupancy have been completed in accordance with the provisions of the applicable Lease Documents, and are adequate and suitable for (iii) the uses to which they are being put. All building systems located at Company or on any Company Subsidiary has accepted the Owned Leased Real Property and the improvements thereto and has taken possession of the Leased Real Property; and (iv) any allowances payable to the Company or any Company Subsidiary have been paid to the Company or any Company Subsidiary.
(e) There are no capital expenditures planned or currently contemplated by the Company or any Company Subsidiary with respect to the Leased Real Property and there are no capital expenditure projects that are the responsibility of the Company or any Company Subsidiary under the Lease Documents that have not been completed prior to the date hereof.
(including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group f) The Company or any Company Subsidiary has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water not assigned or restrictions on septic service or otherwise due to inadequate maintenance or repair of sublet any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any transferred its interest thereinunder the Lease Documents.
(dg) Other than No termination option has been exercised in writing under any actions taken due to of the Lease Documents that would result in a “shelter in place,” “non-essential employee” full or similar direction partial termination of any Governmental Authoritylease after the date hereof.
(h) To the Knowledge of the Company, there no broker or other Person is entitled to any broker’s, finder’s or other similar fee or commission in connection with the Leased Real Property.
(i) There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company or Company Subsidiary to use any Leased Real Property by such party the Company or Company Subsidiary, as applicable, for the purposes for which it is currently being used, except as would not have a Company Material Adverse Effect. To the Knowledge of the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ej) Each Group The Company or Company Subsidiary, as applicable, has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens Liens, other than Permitted Liens.
Appears in 2 contracts
Samples: Business Combination Agreement (Beard Energy Transition Acquisition Corp.), Business Combination Agreement (Beard Energy Transition Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, licenses or occupies any real property such Leased Real Property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentAcquiror. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Company Subsidiaries the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group the Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyCompany Subsidiary.
(c) All Improvements Other than due to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityCOVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to the Company or any Company Subsidiary. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, orother than those conditions that, individually or in the case of Leased Real Property aggregate, be material to the Company and assetsthe Company Subsidiaries, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Lienstaken as a whole.
Appears in 2 contracts
Samples: Business Combination Agreement (DHC Acquisition Corp.), Business Combination Agreement (BioPlus Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of does not own any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinfee.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the street Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address of for each parcel of Company Leased Real Property, and sets forth (iii) a list description of each the applicable lease, subleasesublease or other agreement therefore and any and all amendments and modifications relating thereto. No Company Lease Agreement is subject to any Lien, license including any right to the use or occupancy agreement pursuant of any Company Leased Real Property, other than Permitted Liens.
(c) Except as has not had and would not reasonably be expected to which a Group Company leaseshave, subleases, licenses individually or occupies any real property (eachin the aggregate, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure ScheduleMaterial Adverse Effect, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting each parcel of Company Leased Real Property is in compliance with all existing Laws applicable to any person other than the applicable Group such Company the right to use or occupy any Leased Real Property, and (ii) all such Leases neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptionspending, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledgeKnowledge there are no such Proceedings threatened, by affecting any portion of the Company Leased Real Property.
(d) The Company has good and marketable title to, or a valid and binding leasehold or other party to such Leasesinterest in, all tangible personal property necessary for the conduct of its businesses of the Company, taken as a whole, as currently conducted, free and clear of all Liens (except for Permitted Liens) except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material to such Group Company. No Group a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Iteris, Inc.), Merger Agreement (Iteris, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a4.11(a) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list all of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”)Property of the Company and its Subsidiaries. Except (i) as set forth in Section 4.11(a) of the Company Disclosure Schedule or (ii) as would not have a Company Material Adverse Effect, including each of the street address of any such Owned Real Property. With respect Company and its Subsidiaries has good and marketable title to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of all Encumbrances, except Permitted Encumbrances, and the land use rights relating to the Owned Real Property have been obtained from a competent Governmental Authority and all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full. The Company and its Subsidiaries have duly complied with, in all material respects, the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any LiensOwned Real Property.
(b) Section 4.11(b) of the Company Disclosure Schedule sets forth all of the Leases of the Company and its Subsidiaries that, individually or together with other Leases of the Company and its Subsidiaries relating to adjacent premises, provide for (i) leased areas of more than Permitted Liens; and 1,000 square meters, (ii) no Group annual rents of more than $500,000 or (iii) rent free periods, rent subsidies or similar arrangements having a value of more than $500,000 per annum (“Material Leased Real Property”). The Company has leased made available to Parent copies of all Leases under which the Company or otherwise granted to any Person of its Subsidiaries uses or occupies or has the right to use or occupy such Owned any Material Leased Real Property or any portion thereof(and all modifications, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially amendments and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”supplements thereto), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b4.11(b) of the Company Disclosure Schedule, (iA) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than each of the applicable Group Company and its Subsidiaries has a good and valid leasehold interest in each parcel of the right to use or occupy any Material Leased Real Property, free and clear of all Encumbrances, except Permitted Encumbrances, and (iiB) all such Leases are each Lease for the Material Leased Real Property as set forth in full force Section 4.11(b) of the Company Disclosure Schedule is valid, binding and effectenforceable, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leaseseach case, except as would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its applicable Subsidiaries is in breach or violation of, or default under any Lease for Material Leased Real Property except as would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(c) Except as would not reasonably be expected to have a Company Material Adverse Effect (i) each Real Property is in compliance with all existing Laws applicable to such Group Company. No Group Real Property, including such Laws in respect of land expropriation, land bidding, city planning and zoning, construction design, building construction, and construction inspection and acceptance; (ii) each Real Property is permitted to be used for the business that the Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion its relevant Subsidiary (as applicable) currently operates therein; and (iii) each of the Leased Company and its Subsidiaries is permitted to conduct business in the relevant Real Property.
(cd) All Improvements Except as set forth in Section 4.11(d) of the Company Disclosure Schedule, as of the date of this Agreement, no party to any Owned Real Property and Lease has given written notice to the Company or any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for of its Subsidiaries of or made a written claim against the uses Company or any of its Subsidiaries with respect to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to breach or default thereunder. As of the date of this Agreement, neither the Company nor any of its operations arising out Subsidiaries has received written notice of the existence of any recurring loss outstanding Order, and, to the Knowledge of electrical powerthe Company, floodingthere is no such Order threatened, limitations relating to access to public sewer and water the ownership, lease, use, occupancy or restrictions on septic service or otherwise due to inadequate maintenance or repair operation by any Person of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Except as set forth in Section 4.11(e) of the Company has legal Disclosure Schedule and valid except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have good title to, oror a valid and binding leasehold interest in, in the case of all other properties and assets (excluding Owned Real Property, Leased Real Property and assetsIntellectual Property), valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than Encumbrances, except Permitted LiensEncumbrances.
Appears in 2 contracts
Samples: Merger Agreement (Chen Chris Shuning), Merger Agreement (Pactera Technology International Ltd.)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules nor any of its Subsidiaries owns any real property. Schedule 3.9(a)(i) sets forth a true, correct and complete list street address of all Land in which the Company or any real property (and any of its Subsidiaries has a leasehold interest in any real property) currently owned by the Group Companies (the “Owned Leased Real Property”) and an accurate description (with, to the extent applicable, location, name of lessor or lessee, and description of space, for all leases pursuant to which the Company or any of its Subsidiaries leases Land (each, a “Real Property Lease”). The Company or any of its Subsidiaries, including as applicable, has valid leasehold interests in the street address of any such Owned Real Property. With respect to each parcel of Owned Leased Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, in each case free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereofall Encumbrances, except as for Permitted Encumbrances and the Encumbrances set forth on Section 4.12(aSchedule 3.9(a)(ii).
(b) of Prior to the date hereof, the Company Disclosure Schedules. No Group Company has received written notice provided to Discovery true and correct copies of all Real Property Leases together with true and correct copies of any contemplated condemnation, special assessment, rezoning written amendments or modifications or other Action affecting any parcel of Owned agreements with respect to, or relating to, the Real Property or any portion thereof. Except for the Owned Real PropertyLeases, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control written disclosure of any material documents oral agreements with respect to to, or relating to, the Owned Real PropertyProperty Leases.
(c) The Real Property Leases are all presently in full force and effect and are, including but not limited toin each case, the entire agreement between the Company and/or its Subsidiaries, as applicable, and the other parties thereunder, with respect to the use, occupancy, and operation of the Owned Leased Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) Each of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Propertyand its Subsidiaries, as applicable, has fully and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are completely performed in all material respects in good operating condition all of its duties and repair, normal wear and tear excepted, and are adequate and suitable for obligations under the uses to which they are being put. All building systems located at or on the Owned Real Property and Leases arising on or before the Leased date hereof. To the Knowledge of the Company, there are no material defaults by any of the other parties under any of the Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real PropertyLeases, or any portion thereof or any interest thereinexisting conditions that could become defaults with the passage of time.
(d) Other than any actions taken due No Release by the Company or its Subsidiaries, or to a “shelter in place,” “non-essential employee” or similar direction the Knowledge of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects by any other Person, of Hazardous Materials has occurred at, on, above, under or adverse physical from any properties currently or, to the Knowledge of the Company, formerly owned, leased, operated or used by the Company, its Subsidiaries or any of their predecessors in interest that has resulted or would reasonably be expected to result in any material cost, liability or obligation to the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries, or, to the Knowledge of the Company, any other Person has caused or taken any action that would reasonably be expected to result in any material liability or obligation relating to (x) the environmental conditions affecting at, on, above, under, or about any properties or assets currently or formerly owned, leased, operated or used by the Leased Real PropertyCompany, its Subsidiaries or any of their predecessors in interest, or (y) the past or present use, management, handling, transport, treatment, generation, storage, disposal, Release or threatened Release of Hazardous Materials. The Company has provided to Discovery any and improvements thereonall environmental site assessments, audits, investigations and studies in the possession, custody or control of the Company Stockholders or the Company, relating to properties or assets currently or formerly owned, leased, operated or used by the Company or any of its Subsidiaries.
(e) Each Group Except as set forth on Schedule 3.9(e)(i), the Company or any of its Subsidiaries (a) owns, leases or licenses from third parties, all material personal property (tangible or intangible) required to conduct the Business in the manner currently conducted and (b) has legal good and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, to all of its properties and assets, tangible and intangible, real, such material personal and mixed, used or held for use in its businessproperty owned by them, free and clear of all Liens Encumbrances, other than Permitted LiensEncumbrances and the Encumbrances set forth on Schedule 3.9(e)(ii). All material tangible personal property is in sufficient repair and operating condition for the conduct of the Business, ordinary wear and tear excepted and is suitable for its intended use. Back-up copies of each item of Content (x) have been created and stored in accordance with standards customarily applied by producers and distributors in the industry in which the Company operates in the United States and (y) taking into account the date of creation and the effects of the passage of time, are in technically satisfactory condition to the extent such Content is material to the operation of the Company’s business.
(f) Set forth on Schedule 3.9(f)(i) is a complete and correct list of all material tangible Assets. Except as set forth on Schedule 3.9(f)(ii), the Company and its Subsidiaries have sufficient and legally enforceable rights to use all of the material Assets, and no such rights will be adversely affected by the Merger. As of the date hereof, the Assets constitute all of the assets required for the conduct of the Business as currently conducted and, at the Closing, after giving effect to the Disposition, the Assets will constitute all of the assets required for the conduct of the Business as currently conducted, other than the Mobil Travel Guide Business. All of the Assets material to the operation of the Company’s business are located at the locations set forth on Schedule 3.9(f)(iii).
Appears in 2 contracts
Samples: Merger Agreement (Howstuffworks Inc), Merger Agreement (HowStuffWorks, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules The Data Room Information sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including with respect to the street address Owned Real Property in the PRC, the particulars and issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, Property and except as would not have a Company Material Adverse Effect: (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice first offer or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of first refusal to purchase such Owned Real Property or any portion thereofthereof or interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. Except for No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The land use rights relating to the Owned Real PropertyProperty have been obtained from a competent Governmental Authority in compliance with applicable PRC Law in all material aspects and each relevant Group Company has duly complied in all material respects with all of the terms and conditions of, and all of its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it, and no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority which has not been paid. The Owned Real Property remains in conformity in all material respects with all applicable building codes and standards, fire prevention, safety, planning or zoning Law.
(nor any b) The Group Companies have entered into written lease contracts for all Leased Real Property in the PRC. Except as would not have a Company Material Adverse Effect, with respect to each of their respective predecessors-in-interestthe Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) the Group Companies’ possession of the Leased Real Property under such Lease has owned any real property or any interest in any real property within the last five years. There is no Action pending ornot been disturbed and, to the knowledge of the Company, threatened in writingthere are no disputes with respect to such Lease, against (iii) neither any Group Company relating nor, to the knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and (iv) the Group Companies have a valid and subsisting leasehold interest in all property under the Leases, in each case free and clear of all Liens, other than the Permitted Encumbrances.
(c) The Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Leased Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is identified in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing Data Room Information (collectively, the “Lease DocumentsCompany Real Property”)) comprise (i) substantially all of the real property used or intended to be used in the business of the Group Companies; and (ii) any material land use right or real property the Group Companies have acquired as their Owned Real Property under any real property purchase agreement, land grant contract or land allocation contract, regardless whether the relevant title certificate of such land use right or real property has not been duly obtained by the Group Companies. TrueThe use, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) occupation, operation, leasing, management of the Company Disclosure ScheduleReal Property by any Group Company is not in contravention of any applicable Laws, except for any non-compliance with respect to Company Real Properties that would not reasonably be expected to have a Company Material Adverse Effect. Each Group Company has used the Company Real Property in compliance with the approved use and zoning requirement under the relevant title certificates, land use rights certificates, certificates of real estate ownership and similar title documents, or as otherwise required by the competent Governmental Authorities, except for any non-compliance with respect to Company Real Properties that would not reasonably be expected to have a Company Material Adverse Effect.
(d) Except as would not have a Company Material Adverse Effect, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Group Companies, (ii) there are no leasesstructural deficiencies or latent defects affecting any of the Improvements, subleases, sublicenses, concessions and (iii) there are no facts or other contracts granting to conditions affecting any person other than of the applicable Group Company Improvements which would interfere with the right to use or occupy occupancy of the Improvements or any Leased portion thereof in the operation of the business of the Group Companies.
(e) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets necessary to conduct their respective businesses as currently conducted (excluding Owned Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property Intellectual Property), in each case free and clear of all Liens, except Permitted Encumbrances. The material tangible personal property and assets owned or used by the Company and its Subsidiaries (i) are usable in the ordinary course of business and, in all material respects in good operating condition and repairrespects, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating(ii) are in good and working order, ventilatingreasonable wear and tear and immaterial defects excepted, and air conditioning systems), are, in all material respects, except for such failures to be in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group repair which would not have a Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinMaterial Adverse Effect.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (51job, Inc.), Merger Agreement (Yan Rick)
Real Property; Title to Assets. (a) Section 4.12(a) of the No Group Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in owns or has ever owned any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real PropertyTrue, materially complete and sets forth a list correct copies of each lease, sublease, license or license, sublicense, and other occupancy agreement agreements, pursuant to which a any Group Company leases, subleases, licenses licenses, sublicenses, or otherwise occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith ) and each material amendment and guaranty to any of the foregoing (collectively, in effect as of the “Lease Documents”). True, correct and complete copies date of all Lease Documents this Agreement have prior to the date of this Agreement been made available to ParentKcompany or its counsel. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable a Group Company the right to use or occupy any Leased Real Property, and (ii) all real property subject to a Lease. All such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there . There is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable any Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such any Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to such Group Company. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold leasehold, license, subleasehold, or subleasehold sublicense interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to such Group Company.
Appears in 2 contracts
Samples: Business Combination Agreement (Kensington Capital Acquisition Corp. V), Business Combination Agreement (Arrival)
Real Property; Title to Assets. (a) Section 4.12(a) of the Except as would not have a Company Disclosure Schedules sets forth a trueMaterial Adverse Effect, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “with respect to each Owned Real Property”): (i) the Company or its applicable Subsidiary has good and marketable title, including the street address of any validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liensall Encumbrances, other than except Permitted Liens; and Encumbrances, (ii) no Group neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(aand (iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the The Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant has made available to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). TrueParent true, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(bleases, subleases and other agreements (collectively, the “Real Property Leases”) of under which the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company of its Subsidiaries uses or occupies or has the right to use or occupy occupy, now or in the future, any Leased Real PropertyProperty (and all modifications, amendments and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder). Except as would not have a Company Material Adverse Effect, with respect to each Real Property Lease (i) such Real Property Lease constitutes a valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (ii) all such Leases are is in full force and effect, are (ii) the Company or its applicable Subsidiary has a good and valid leasehold interest in the Leased Real Property under such Real Property Lease, free and enforceable in accordance with their respective termsclear of all Encumbrances, subject except Permitted Encumbrances, (iii) possession and quiet enjoyment of the Leased Real Property under such Real Property Lease by the Company or its applicable Subsidiary has not been disturbed and, to the Remedies ExceptionsCompany’s Knowledge, there are no disputes with respect to such Real Property Lease, and there (iv) the Company or its applicable Subsidiary is notnot and, to the Company’s Knowledge, no other party to such Real Property Lease is, in breach or default under any of such LeasesReal Property Lease, any existing default and no event has occurred or event of default (or event circumstance exists which, with notice or lapse the delivery of timenotice, the passage of time or both, would constitute such a breach or default) by , or permit the applicable Group Company ortermination, to the Company’s knowledge, by the other party to modification or acceleration of rent under such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyProperty Lease.
(c) All Improvements to any Owned Real Property To the knowledge of the Company and any Leased Real Property are in except as would not have a Company Material Adverse Effect, (i) all material respects in good operating condition buildings, structures, improvements, fixtures, building systems and repair, normal wear and tear exceptedequipment, and are adequate and suitable for the uses to which they are being put. All building systems located at or on all components thereof, included in the Owned Real Property and the Leased Real Property (including plumbingcollectively, electricalthe “Company Real Property”) (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Company and its Subsidiaries, (ii) there are no structural deficiencies or latent defects affecting any of the Improvements, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water (iii) there are no facts or restrictions on septic service or otherwise due to inadequate maintenance or repair of conditions affecting any of any building systems the Improvements which would materially interfere with the use or occupancy of the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, Improvements or any portion thereof or any interest thereinin the operation of the business of the Company and its Subsidiaries.
(d) Other than any actions taken due to Except as would not have a “shelter in place,” “non-essential employee” Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or similar direction of any Governmental Authoritya valid and binding leasehold interest in, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased all other properties and assets (excluding Owned Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assetsIntellectual Property), valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than Encumbrances, except Permitted LiensEncumbrances.
Appears in 2 contracts
Samples: Merger Agreement (NewQuest Asia Fund I, L.P.), Merger Agreement (China Hydroelectric Corp)
Real Property; Title to Assets. (a) The Company does not own any real property.
(b) Section 4.12(a3.12(b) of the Company Disclosure Schedules Schedule sets forth the address of each Leased Real Property and a true, correct true and complete list of any real property all Leases for each such Leased Real Property (including the date and any interest in any real property) currently owned by name of the Group Companies (the “Owned Real Property”parties to such Lease document), including in each case as of the street address of date hereof. Each lease, sublease, and license pursuant to which the Company or any such Owned Real Property. With respect to each parcel of Owned Company Subsidiary holds any Leased Real Property, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto (each, a “Lease”) has been made available to SPAC. Except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole: (i) the applicable Group Company has goodsuch Lease is legal, valid valid, binding and marketable fee simple titlein full force and effect, free and clear of any Liens, other than Permitted Liens; and (ii) no Group the Company’s or applicable Company has leased or otherwise granted to any Person Subsidiary’s possession and quiet enjoyment of the right to use or occupy such Owned Leased Real Property or any portion thereofunder such Lease has not been disturbed, except as set forth on Section 4.12(a) and to the knowledge of the Company, there are no disputes with respect to such Lease, (iii) neither the Company, any Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnationSubsidiary, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending ornor, to the knowledge of the Company, threatened in writing, against any Group Company relating other party to the Owned Real Property that wouldLease is in breach or default under such Lease, if determined adversely and, to such Group the knowledge of the Company, materially and adversely affect no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination (other than expiration in accordance with the terms of the Lease) by the applicable Group Company’s operations at landlord party thereto of, or result in the acceleration of rent under, such Real Property Lease, (iv) neither the Company nor any Company Subsidiary has subleased, licensed or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has otherwise granted any option third person the right to use or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned occupy such Leased Real Property or any portion thereof (other than the customary rights of the employees, independent contractors and Representatives of the Company and the Company Subsidiaries to occupy and use the Leased Real Property in relation to the Company’s and Company Subsidiaries’ business); and (v) the Company and the Company Subsidiaries have not collaterally assigned or granted any other security interest in such Lease or any interest therein.
(bc) Section 4.12(b) To the knowledge of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions affecting any Leased Real Property that preclude or restrict the ability of the Company or any Group Company Subsidiary in any material respect to use any Leased Real Property by such party for the purposes for which it is currently being used. To the knowledge of the Company’s knowledge, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Leased Real Property (“Improvements”) are in good and working order, condition and repair, ordinary wear and tear excepted, and sufficient for the operation of the business. To the knowledge of the Company, there are no latent defects or adverse physical conditions affecting the Leased Real PropertyImprovements which would, and improvements thereonindividually or in the aggregate, interfere in any material respect with the use or occupancy of the Improvements or any portion thereof in the operation of the business.
(ed) Each Group of the Company and the Company Subsidiaries has legal good and valid marketable title to, or, in the case of Leased Real Property and assets, or valid leasehold or subleasehold interests in, or a valid license to, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than (i) Permitted Liens, and (ii) the rights of lessors under leasehold interests or licensors under licensed interests, except, in each case, where the failure to do so would not, individually or in the aggregate, reasonably expected to be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 2 contracts
Samples: Business Combination Agreement (ESGEN Acquisition Corp), Business Combination Agreement (ESGEN Acquisition Corp)
Real Property; Title to Assets. (a) Section 4.12(a) 4.12 of the Company Disclosure Schedules Letter sets forth a true, complete and correct and complete list of any (i) all real property (and any interest interests in any real property) currently property owned by the Group Companies Company or any Company Subsidiary as of the date of this Agreement (collectively, the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased all real property leased, subleased, licensed, or otherwise granted to any Person occupied by the right to use or occupy such Owned Real Property Company or any portion thereof, except Company Subsidiary as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of this Agreement pursuant to Leases requiring annual rental payments by the Company or any Company Subsidiary in excess of $500,000 per annum per Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease DocumentsMaterial Leased Real Property”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) Each of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in Company Subsidiaries has good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens any Liens, except for Permitted Liens. There are no pending or, to the knowledge of the Company, threatened, condemnation or imminent domain proceedings that would affect any part of the properties or assets of each of the Company and the Company Subsidiaries, whether leased, subleased or owned, tangible or intangible, real, personal or mixed, in each case used or held for use in its business, except as would not reasonably be expected to have a Company Material Adverse Effect. With respect to each Owned Real Property, except as set forth in Section 4.12(a) of the Company Disclosure Letter, neither the Company nor any Company Subsidiary has leased or otherwise granted to any person (other than Permitted Liensthe Company or a Company Subsidiary) the right to use or occupy such Owned Real Property or any portion thereof and (ii) other than the right of Parent and Amalgamation Sub pursuant to this Agreement and the statutory rights of first refusal of any lessee under the Laws of the PRC, there are no outstanding options, rights of first offer or rights of first refusal to purchase such Owned Real Property or any portion thereof or interest therein. Neither the Company nor any Company is a party to any agreement or option to purchase any real property or interest therein.
(b) The Company has made available to Parent copies of all Leases under which the Company or any Company Subsidiary uses or occupies or has the right to use or occupy any Material Leased Real Property (together with all modifications, amendments and supplements thereto, the “Material Leases”). All current Leases entered into by the Company or a Company Subsidiary are in full force and effect, are valid and effective in accordance with their respective terms, and there is no, under any of such Leases, existing material default or event of default by the Company or any Company Subsidiary or, to the knowledge of the Company, by any other party to such Lease, or person in the chain of title to such leased premises, except, in each case, as would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Amalgamation Agreement, Amalgamation Agreement (Global Sources LTD /Bermuda)
Real Property; Title to Assets. (a) Section 4.12(a3.12(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including including, without limitation, the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, except as would not have a Company Material Adverse Effect: (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or interest therein. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein.
(b) Section 4.12(b3.12(b) of the Company Disclosure Schedule lists sets forth the street address of each parcel of Leased Real PropertyProperty as of the date hereof, and sets forth a true and complete list of all Leases (including all amendments, extensions, renewals, guaranties and other agreements with respect thereto) for each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property such Leased Real Property (each, a “Lease”), with including the date and name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment parties to any of the foregoing (collectively, the “Lease Documents”such Lease). True, correct and complete copies of all Lease Documents have been The Company has made available to ParentParent a true and complete copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as otherwise set forth in Section 4.12(b3.12(b) of the Company Disclosure ScheduleSchedule or as would not have a Company Material Adverse Effect, with respect to each of the Leases: (i) there are no leasessuch Lease is legal, subleasesvalid, sublicensesbinding, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, enforceable and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies ExceptionsBankruptcy and Equity Exception, (ii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the Knowledge of the Company, there are no disputes with respect to such Lease, and there is not(iii) neither any Group Company nor, under any to the Knowledge of such Leasesthe Company, any existing other party to the Lease is in breach or default under such Lease, and no event has occurred or event of default (or event circumstance exists which, with notice or lapse the delivery of timenotice, the passage of time or both, would constitute such a breach or default) by , or permit the applicable Group Company ortermination, to the Company’s knowledge, by the other party to modification or acceleration of rent under such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyLease.
(c) All Improvements to any Owned Real Property Except as would not have a Company Material Adverse Effect, the Group Companies have good and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or onmarketable title to, or comprising a part ofvalid and binding leasehold interest in, the all other properties and assets (excluding Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assetsIntellectual Property), valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, each case free and clear of all Liens other than and encumbrances, except Permitted Liens.Encumbrances
Appears in 2 contracts
Samples: Merger Agreement (Wang Benson Haibing), Merger Agreement (Taomee Holdings LTD)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b4.8(a) of the Company Disclosure Schedule lists identifies all of the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any material real property devised by leases or subleases (eachtogether with all material amendments or modifications thereto, a collectively, the “LeaseLeases”), with ) to the name of the lessor Company or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing its Subsidiaries (collectively, the “Lease DocumentsLeased Real Property”) and all of the real property owned by the Company or any of its Subsidiaries (collectively, the “Owned Real Property” and, together with the Leased Real Property, the “Real Property”). True.
(b) Except as would not reasonably be expected to have a Material Adverse Effect, correct the Company and complete copies its Subsidiaries, as applicable, hold a valid and existing leasehold interest under each of all Lease Documents have been made available the Leases to Parentwhich it is a party for the terms set forth therein. Except as otherwise would not reasonably be expected to have a Material Adverse Effect, all of the Leases are in full force and effect and enforceable by the Company or such Subsidiaries which is a party thereto in accordance with their terms, and to the Knowledge of the Company, the other parties thereto, in each case subject to the Enforceability Exceptions, and the Company or such Subsidiary which is a party thereto has good and valid fee title to each Owned Real Property, in each case free and clear of all Encumbrances and defects except for Permitted Encumbrances. Neither the Company nor any of its Subsidiaries is in breach of or in default under any Lease that would, individually or in the aggregate, materially impair or be reasonably likely to materially impair the continued use and operations of the Leased Real Property to which they relate in the conduct of the business of the Company and its Subsidiaries as presently conducted. The Company has delivered to Parent a true and complete copy of each Lease. The Owned Real Property and Leased Real Property comprise all of the material real property used or intended to be used in the operation of the Company’ and the Subsidiaries’ businesses as conducted on the date of this Agreement.
(c) Except as set forth in Section 4.12(b4.8(c) of the Company Disclosure Schedule, or except as would not reasonably be expected to have a Material Adverse Effect: (i) the Company’s or Subsidiary’s possession and quiet enjoyment of the Leased Real Property under each Lease has not been disturbed in any material respect, and there are no leases, subleases, sublicenses, concessions or other contracts granting material disputes with respect to any person other than Lease or any Owned Real Property, (ii) the applicable Group Company or any of its Subsidiaries has not subleased, licensed or otherwise granted any Person the right to use or occupy any Leased Real Property or any portion thereof, (iii) all buildings, structures, improvements, fixtures, parking facilities building systems and equipment, and all components thereof, included in the material Real Property are in good condition and repair and sufficient for the operation of the Company’s and Subsidiaries’ businesses, and do not encroach on any land which is not included in the Real Property or on any easement affecting such Real Property in any material respect, (iv) there are no encroachments onto any of the Real Property or any portion thereof, which encroachment would interfere with the use or occupancy of such Real Property or the continued operation of the Company’s or Subsidiary’s businesses in any material respect and (v) the Company has not received any notice of violation of any zoning law, ordinance or regulation relating to the use or occupancy of any of the Real Property, and (ii) all such Leases are in full force and effector any easement, are valid and enforceable in accordance with their respective termscovenant, subject to the Remedies Exceptionscondition, and there is notrestriction or similar agreement, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company orand, to the Company’s knowledgeKnowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable there is no basis for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out issuance of any recurring loss of electrical power, flooding, limitations to access to public sewer and water such notice or restrictions on septic service or otherwise due to inadequate maintenance or repair the taking of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinaction for such violation.
(d) Other than any actions taken due exception which would not reasonably be expected to have a “shelter in place,” “non-essential employee” Material Adverse Effect, the Company and its Subsidiaries own each of the items of material tangible personal property reflected on the Latest Balance Sheet or similar direction acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict since the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its businessLatest Balance Sheet Date), free and clear of all Liens other than Encumbrances, except for (i) Encumbrances identified or described in Section 4.8(d) of the Company Disclosure Schedule and (ii) Permitted LiensEncumbrances.
Appears in 2 contracts
Samples: Merger Agreement (DJO Finance LLC), Merger Agreement (Colfax CORP)
Real Property; Title to Assets. (a) 3.14.1 Section 4.12(a) 3.14.1 of the Company Disclosure Schedules Letter sets forth a true, correct true and complete list of any all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and the address for each Company Owned Real Property. The Company or any of its Subsidiaries, as the case may be, holds good and valid fee title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens. Except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, all buildings, structures, improvements and fixtures located on the Company Owned Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear.
3.14.2 Section 3.14.2 of the Company Disclosure Letter sets forth (i) a true and complete list of all real property leased, subleased or otherwise occupied by the Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), including (ii) the street address of any such Owned Real Property. With respect to for each parcel of Owned Company Leased Real Property, and (iiii) a description of the applicable Group lease, sublease or other agreement therefore and any and all amendments and modifications relating thereto. No Company has goodLease Agreement is subject to any Lien, valid and marketable fee simple title, free and clear including any right to the use or occupancy of any LiensCompany Leased Real Property, other than Permitted Liens; and (ii) no Group .
3.14.3 The Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of and the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Leased Real Property or any portion thereof. Except for are referred to collectively herein as the Owned “Company Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth has not had and would not reasonably be expected to have, individually or in Section 4.12(b) of the aggregate, a Company Disclosure ScheduleMaterial Adverse Effect, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting each parcel of Company Real Property is in compliance with all existing Laws applicable to any person other than the applicable Group such Company the right to use or occupy any Leased Real Property, and (ii) all such Leases neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptionspending, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledgeKnowledge there are no such Proceedings threatened, by affecting any portion of the Company Real Property.
3.14.4 The Company or a Subsidiary of the Company has good and marketable title to, or a valid and binding leasehold or other party to such Leasesinterest in, all tangible personal property necessary for the conduct of the business of the Company and its Subsidiaries, taken as a whole, as currently conducted, free and clear of all Liens (except for Permitted Liens) except as has not had and would notnot reasonably be expected to have, individually or in the aggregate, be material to such Group Company. No Group a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (SMTC Corp), Merger Agreement (SMTC Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property, and sets forth a list as of the date of this Agreement of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any and real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, complete and correct and complete copies of all Lease Documents in effect as of the date of this Agreement have prior to the date of this Agreement been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, SPAC.
(i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group The Company has not subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company.
Appears in 2 contracts
Samples: Business Combination Agreement (Tailwind Acquisition Corp.), Business Combination Agreement (Tailwind Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) Schedule C of this Agreement lists all real property in which the Company Disclosure Schedules sets forth a truehas an ownership or leasehold (or subleasehold) interest (together with all buildings, correct structures, and complete list of any real property (and any interest in any real property) currently owned by improvements located thereon, the Group Companies (the “Owned "Real Property”"), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, including: (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property; (ii) for property that is leased or subleased by the Company, and sets forth a list of each the landlord under the lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party theretorental amount currently being paid, and the date expiration of the Lease in connection therewith term of such lease or sublease, and each material amendment any termination or renewal rights of either party; and (iii) the current use of such property. Seller has delivered or made available to any of the foregoing (collectivelyBuyer true, the “Lease Documents”). Truecorrect, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure ScheduleContracts, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertytitle insurance policies, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject surveys relating to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(cb) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group The Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal good and valid title to, or(and, in the case of Leased owned Real Property, good and indefeasible fee simple) title to, or a valid leasehold interest in, all Real Property and assets, valid leasehold personal property and other assets reflected in the Financial Statements or subleasehold interests in, all of its acquired after the Balance Sheet Date (other than properties and assets, tangible assets sold or otherwise disposed of in the ordinary course of business consistent with past practice since the Balance Sheet Date). All Real Property and intangible, real, such personal property and mixed, used or held for use in its business, other assets (including leasehold interests) are free and clear of all Liens Encumbrances except for those items so identified in Schedule C of this Agreement.
(c) The Company is not a sublessor or granter under any sublease or other instrument granting to any other Person any right to possess, lease, occupy, or use any leased Real Property. The use of the Real Property in the conduct of the Company's business does not violate in any material respect any Law, covenant, condition, restriction, easement, license, permit, or agreement and no material improvements constituting a part of the Real Property encroach on real property owned or leased by a Person other than Permitted Liensthe Company.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Solar Integrated Roofing Corp.), Stock Purchase Agreement (Solar Integrated Roofing Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of all real property owned in fee by the Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”) and the address for each parcel of Company Owned Real Property. The Company or any of its Subsidiaries, as the case may be, holds good and valid fee simple title to the Company Owned Real Property, free and clear of all Liens, except for Permitted Liens.
(b) Section 3.14(b) of the Company Disclosure Schedule sets forth (i) a true and complete list of all real property (excluding drop lots) leased, subleased or otherwise occupied pursuant to a similar agreement (expressly excluding easements, rights of way and any interest in any real propertysimilar agreements) currently owned by the Group Companies Company or any of its Subsidiaries (collectively, the “Owned Company Leased Real Property”), including (ii) the street address of any such Owned Real Property. With respect to for each parcel of Owned Company Leased Real Property, and (iiii) a description of the applicable Group lease, sublease or other agreement and any and all amendments and modifications relating thereto (collectively the “Leased Real Property Leases”). The Company has goodor any of its Subsidiaries, as the case may be, holds a good and valid leasehold estate in all Company Leased Real Property pursuant to the Leased Real Property Leases, and marketable fee simple title, free and clear of the Company Leased Real Property is not subject to any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on . Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, contains a complete and sets forth a accurate list of each leaseLeased Real Property Lease. As of the date hereof, subleasethe Company has delivered to or made available to Parent a true and complete copy of each Leased Real Property Lease. Except as would not reasonably be expected to have, license individually or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (eachin the aggregate, a “Lease”)Company Material Adverse Effect, with the name (i) each Leased Real Property Lease is valid and in full force and effect and constitutes a legal, valid and binding obligation of the lessor Company or any other its Subsidiary that is a party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of is enforceable against the Company Disclosure Scheduleor such Subsidiary that is a party thereto in accordance with its terms (except as enforceability may be limited by applicable bankruptcy, (i) there are no leasesinsolvency, subleasesfraudulent conveyance, sublicensesreorganization, concessions or moratorium and other contracts granting similar Laws affecting creditors’ rights generally and subject, as to any person other than the applicable Group Company the right enforceability, to use or occupy any Leased Real Propertygeneral principles of equity), and (ii) all such Leases are in full force and effectneither the Company nor any of its Subsidiaries is, are valid and enforceable in accordance with their respective termsnor, subject to the Remedies ExceptionsKnowledge of the Company, and there is not, under any of such Leases, any existing default or event of default other party (or event whichin each case, with or without notice or lapse of time, or both) in breach or default under any Leased Real Property Lease.
(c) Section 3.14(c) of the Company Disclosure Schedule contains a complete and accurate list of each Landlord Lease with a Third Party, the Company or Subsidiary that is party thereto, and the portion of the Company Real Property that is leased or subleased pursuant thereto.
(d) The Company Owned Real Property and the Company Leased Real Property are collectively referred to herein as the “Company Real Property”. Except as has not had and would constitute a default) by the applicable Group Company or, not reasonably be expected to the Company’s knowledge, by the other party to such Leases, except as would nothave, individually or in the aggregate, be material a Company Material Adverse Effect, (i) each parcel of Company Real Property is in compliance with all existing Laws applicable to such Group Company Real Property, (ii) neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, (iii) to the Knowledge of the Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to usethere are no such Proceedings threatened, occupy or possess affecting any portion of the Leased Company Real Property.
, and (civ) All Improvements no casualty event has occurred with respect to all or any Owned portion of the Company Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, that has not been fully remedied in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Third Party has been granted the right to lease or sublease all or any portion of the Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party except for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereonLandlord Leases.
(e) Each Group The Company or a Subsidiary of the Company has legal good and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all tangible personal property necessary for the conduct of the business of the Company and its properties and assetsSubsidiaries, tangible and intangibletaken as a whole, real, personal and mixed, used or held for use in its businessas currently conducted, free and clear of all Liens other than (except for Permitted Liens) except as has not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
Appears in 2 contracts
Samples: Merger Agreement (Usa Truck Inc), Merger Agreement (Usa Truck Inc)
Real Property; Title to Assets. (a) Section 4.12(a3.11(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice first offer or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of first refusal to purchase such Owned Real Property or any portion thereofthereof or interest therein and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. Except for The land use rights relating to the Owned Real PropertyProperty have been obtained from a competent Governmental Authority in compliance in all material respects with applicable PRC Law, no all amounts (including, if applicable, land grant premiums) required under applicable Law in connection with securing such title or land use rights have been paid in full and such land use rights are not subject to any restrictions that would materially interfere with the operation of the Group Companies as currently conducted as of the date hereof. Except as would not have, individually or in the aggregate, a Company Material Adverse Effect, the relevant Group Company (nor any has duly complied in all respects with all the terms and conditions of, and all of their respective predecessors-in-interest) has owned any its obligations under, the relevant land use rights contract or real property purchase contract in relation to any Owned Real Property owned by it, and the Owned Real Property remains in conformity with, all applicable building codes and standards, fire prevention, safety, planning or zoning Law.
(b) Section 3.11(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has delivered or otherwise made available to Parent a true and complete copy of each such Lease, and in the case of any interest oral Lease, a written summary of the material terms of such Lease. Except as would not have a Company Material Adverse Effect, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in any real property within full force and effect, subject to the last five years. There is no Action pending orBankruptcy and Equity Exception, (ii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the knowledge of the Company, threatened in writing, against there are no disputes with respect to such Lease and (iii) neither any Group Company relating nor, to the knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists that, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.
(c) The Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is identified in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.11(a) of the Company Disclosure Schedule lists and the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name Property identified in Section 3.11(b) of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing Company Disclosure Schedule (collectively, the “Lease DocumentsCompany Real Property”). True, correct and complete copies of ) comprise all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedulereal property used or intended to be used in, or otherwise related to, the business of the Group Companies as of the date hereof.
(d) To the knowledge of the Company, (i) there all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Company Real Property (the “Improvements”) are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than in good condition and repair and sufficient for the applicable operation of the business of the Group Company the right to use or occupy any Leased Real Property, Companies and (ii) all such Leases there are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to no structural deficiencies or latent defects materially affecting the Remedies Exceptions, and there is not, under any intended use or function of such Leases, any existing default or event of default the Improvements.
(or event which, with notice or lapse of time, or both, would constitute a defaulte) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except Except as would notnot have, individually or in the aggregate, be material to such Group Company. No Group a Company has subleasedMaterial Adverse Effect, sublicensed the Company and its Subsidiaries have good and marketable title to, or otherwise granted to any person any right to usea valid and binding leasehold interest in, occupy or possess any portion of the Leased all other properties and assets (excluding Owned Real Property.
(c) All Improvements to any Owned , Leased Real Property and any Leased Real Property Intellectual Property) necessary to conduct their respective businesses as currently conducted, in each case free and clear of all Encumbrances, except Permitted Encumbrances. The material machinery, equipment and other tangible personal property and assets owned or used by the Company and its Subsidiaries are (i) usable in the ordinary course of business and, in all material respects in good operating condition and repairrespects, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property put and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, ii) are in good operating condition and repairworking order, reasonable and ordinary wear and tear and immaterial defects excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Shi Yuzhu), Merger Agreement (Baring Asia Private Equity Fund v Co-Investment L.P.)
Real Property; Title to Assets. (a) Section 4.12(a) No member of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in Group owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) member of the Company Disclosure Schedules. No Group Company has received written notice of is a party to any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned Contract to purchase any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) Except as would not have a Company Material Adverse Effect, the Company or one of the Company Disclosure Schedule lists Subsidiaries (i) has valid, legally binding, enforceable and subsisting leasehold or other interests under all the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company existing leases, subleases, sub-subleases, licenses or occupies any real property other occupancy arrangements for the Leased Real Property (eachcollectively, a the “LeaseCompany Leases”), free and clear of all Liens, except Permitted Liens, and (ii) has actual, exclusive possession of each Leased Real Property.
(c) Each Company Lease is in full force and effect and is valid, binding and enforceable in accordance with its terms, except that such enforcement may be subject to applicable bankruptcy, insolvency (including all laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors’ rights generally and subject to the name effect of general principles of equity (regardless of whether considered in a proceeding at law or in equity). Except as would not have a Company Material Adverse Effect, there is no default under any Company Lease either by any member of the lessor or Company Group or, to the Knowledge of the Company, by any other party thereto, and no event has occurred that, with the date lapse of time or the giving of notice or both, would constitute a default by any member of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”)Company Group thereunder. True, correct and complete copies of each Company Lease and all Lease Documents amendments, modifications and supplements thereto have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to Except as would not have a “shelter Company Material Adverse Effect, the Company Group has valid and subsisting ownership interests in place,” “non-essential employee” or similar direction all of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, tangible personal property reflected in the case Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties sold or otherwise disposed of Leased Real Property and assets, valid leasehold or subleasehold interests in, all since the date thereof in the ordinary course of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business), free and clear of all Liens Liens, other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Apollo Endosurgery, Inc.), Merger Agreement (Apollo Endosurgery, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a4.13(a) of the Company Disclosure Schedules sets forth a true, correct and complete list Schedule lists each parcel of any real property (and any interest in any real property) currently owned by the Group Companies (Company or any Subsidiary and the “Owned Real Property”), including the street address location of any such Owned Real Propertyreal property. With respect to each Each parcel of Owned Real Property, real property owned by the Company or any Subsidiary (i) the applicable Group Company has good, valid and marketable fee simple title, is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any lease, license, occupancy agreement, easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer (collectively, "Liens"), other than Permitted Liens; (A) Liens for current Taxes and assessments not yet due for which adequate reserves have been established in accordance with GAAP, (B) inchoate Liens imposed for construction work in progress, including mechanics' liens, workers' or repairmen's liens, (C) Liens securing obligations under the Credit Agreement, or (D) Liens that do not adversely affect in any material respect the use or operation of the applicable property owned by the Company or such Subsidiary, and (ii) no Group Company has leased is neither subject to any Order to be sold nor is being condemned, expropriated or otherwise granted to taken by any Person the right to use Governmental Authority with or occupy such Owned Real Property or any portion thereofwithout payment of compensation therefor, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending ornor, to the knowledge of the Company, threatened in writinghas any such condemnation, against any Group Company relating to expropriation or taking been proposed, except as would not have materially adversely affected the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect value or use of the applicable Group Company’s operations at such Real Property property owned by the Company or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinSubsidiary.
(b) Section 4.12(b4.13(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Propertyreal property currently leased or subleased by the Company or any Subsidiary that involves consideration in excess of $100,000 per calendar year or $500,000 in the aggregate for the remaining term of such lease or sublease (without renewal of such lease or sublease), and sets forth a list the location of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any such real property (each, a “Lease”)property, with the name of the lessor or any other party thereto, and the date of the Lease lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “"Lease Documents”"). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, All such current leases and (ii) all such Leases subleases are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default or event of default) by the applicable Group Company or any Subsidiary or, to the Company’s 's knowledge, by the other party to such Leaseslease or sublease, except as would not, individually or person in the aggregate, be material chain of title to such Group leased premises, and, to the knowledge of the Company. No Group Company , neither tenant nor landlord has subleased, sublicensed or otherwise granted to any person exercised any right to use, occupy terminate such leases and subleases as a result of a default under such leases and subleases by either tenant or possess any portion of the Leased Real Propertylandlord.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repairExcept as would not materially adversely affect the value or use of the applicable property owned by the Company or such Subsidiary, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(di) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property owned by such party the Company or any Subsidiary or leased by the Company or any Subsidiary pursuant to a sale-leaseback transaction for the purposes for which it is currently being used. To the Company’s knowledge, and (ii) there are no latent defects or adverse physical conditions affecting the Leased Real Propertyreal property owned by the Company or any Subsidiary, and improvements thereon, owned by the Company or any Subsidiary or leased by the Company or any Subsidiary pursuant to a sale-leaseback transaction.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Labone Inc/), Merger Agreement (Quest Diagnostics Inc)
Real Property; Title to Assets. (a) Section 4.12(a) Neither the Company nor any of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in Subsidiaries owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of the Leased Real Property, Properties and also sets forth a list of each lease, sublease, license or occupancy other agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, licenses or otherwise uses or occupies any real property the Leased Real Property (each, a “Lease”), with the name of the lessor or any each other party thereto, thereto and the date of the Lease in connection therewith each Lease, and each material amendment to any of the foregoing guaranty, amendment, modification, restatement or supplement thereto (collectively, the “Lease Documents”). True, correct .
(c) True and complete copies of all Lease Documents have been made available to Parent. .
(d) Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, :
(i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Company Subsidiaries the right to use or occupy all or any portion of the Leased Real Property, and ;
(ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, against the Company or the Company Subsidiaries, as applicable, and, to the knowledge of the Company, the other parties thereto; and to the Company’s knowledge there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, or any Company Subsidiary or by the other party to such Leases, except as would notreasonably be expected to be materially adverse to the Company and the Company Subsidiaries, individually or in taken as a whole; and
(iii) to the aggregateCompany’s knowledge, be there are no material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted disputes with respect to any person any right to use, occupy or possess any portion of the Leased Real PropertyLease Documents.
(ce) All Improvements To the Company’s knowledge, there are no contractual, legal restrictions or Actions that preclude or restrict in any material way, or will preclude or restrict in any material way, the ability of the Company or any Company Subsidiary to any Owned Real Property and use any Leased Real Property by such party for the purposes for which it is currently being used as of the date of this Agreement.
(f) The Leased Real Property, and the improvements thereon, to the extent the improvements are owned by the Company, are in all material respects good repair and in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group ), and there are no patent defects or adverse physical conditions other than those that would not reasonably be expected to be materially adverse to the Company and the Company Subsidiaries, taken as a whole.
(g) In the past two (2) years, there has not been any material interruption in the delivery of adequate service of any utilities required in the operation of the business of the Company currently conducted on the Leased Real Property and the Company has not experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(eh) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold sub-leasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens (other than Permitted Liens), except as would not reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. The Company’s Leased Real Property constitutes all of the real property interests owned, used or held for use in the conduct of the business of the Company and is sufficient in all material respects for the continued conduct and operation of such business, consistent with past practice.
Appears in 2 contracts
Samples: Business Combination Agreement (Rosecliff Acquisition Corp I), Business Combination Agreement (Rosecliff Acquisition Corp I)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any its Subsidiaries currently own a fee interest in any real property within the last five years. There is no Action pending or, except as have not had and would not reasonably be expected to have, individually or in the knowledge of the Companyaggregate, threatened in writinga Company Material Adverse Effect, against have any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property outstanding liabilities or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinformerly owned real property.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a true and complete list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any all real property (eachleased, a “Lease”), with subleased or otherwise occupied by the name of the lessor Company or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing its Subsidiaries (collectively, the “Lease DocumentsCompany Leased Real Property”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, reasonably be material expected to such Group Companyhave, individually or in the aggregate, a Company Material Adverse Effect, no Company Leased Real Property is subject to any Lien, other than Permitted Liens. No Group Except as would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, none of the Company or any of its Subsidiaries has assigned, subleased, sublicensed licensed or otherwise granted to any person any the right to use, use or occupy or possess any portion of any Company Leased Real Property to any Person. Except as set forth on Section 3.14(b) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect: (i) all leases or other agreements under which the Company or any of its Subsidiaries occupies Company Leased Real Property (each, a “Lease”) are in full force and effect and are valid and enforceable in accordance with their terms, and the applicable Company/Subsidiary has, and has the right to, exclusive, quiet possession and quiet enjoyment of the associated Company Leased Real Property; (ii) no Company or any of its Subsidiaries is in default or breach under any Lease or has received any notice of default from the lessor party thereto, nor are there any existing defaults or breaches by the lessor thereunder; (iii) no condition exists which, but for the giving of notice or the passage of time, would constitute a breach or default by the Company or any of its Subsidiaries or, to the Knowledge of the Company, any other party pursuant to any Lease, or permit termination, modification or acceleration by any party to any Lease; and (iv) to the Knowledge of the Company, the owners of the Company Leased Real Property have not made any assignment, mortgage, pledge or hypothecation of any Lease or the rents or use fees due thereunder.
(c) All Improvements Except as set forth on Section 3.14(c) of the Company Disclosure Schedule or as would not, individually or in the aggregate, reasonably be expected to any Owned Real Property and any have, individually or in the aggregate, a Company Material Adverse Effect: (i) to the Company’s Knowledge, each parcel of Company Leased Real Property are is in compliance with all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses existing Laws applicable to which they are being put. All building systems located at or on the Owned Real Property and the such Company Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group ; (ii) neither the Company nor any of its Subsidiaries has any material disruptions to its operations arising out received written notice of any recurring loss Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Knowledge of electrical powerthe Company there are no such Proceedings threatened, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair affecting any portion of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Company Leased Real Property. No Group ; and (iii) to the Company’s Knowledge, the Company has granted any option or right applicable Subsidiary’s use, occupancy and operation of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned the Company Leased Real Property in the manner in which it is now occupied and operated by such Company or Leased Real PropertySubsidiary complies with all applicable building code, or any portion thereof or any interest thereinfire code, health code, zoning, land use, safety and similar applicable Laws.
(d) Other than any actions taken due to The Company or a “shelter in place,” “non-essential employee” or similar direction Subsidiary of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal good and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all material tangible personal property purported to be owned by the Company and its Subsidiaries that is necessary in all material respects for the conduct of the business of the Company and its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its businessSubsidiaries, free and clear of all Liens other than (except for Permitted Liens).
Appears in 2 contracts
Samples: Merger Agreement (Emcore Corp), Merger Agreement (Emcore Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a true, correct and complete list nor any of any real property (and any interest in its Subsidiaries owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.11(b) of the Company Disclosure Schedule lists the street address of each parcel of real property currently leased or subleased by the Company or any Subsidiary (collectively, the “Leased Real Property, Properties”) and sets forth a list of each lease, sublease, license the Company or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”)the Subsidiary holding such leasehold interest, with the name of the lessor or any other party thereto, and the date of the Lease lease, sublease, assignment of the lease, any guaranty given or leasing commissions remaining payable by the Company or any Subsidiary in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). The Company or the applicable Subsidiary set forth on Section 3.11(b) of the Company Disclosure Schedule owns a valid leasehold interest in the Leased Properties, free and clear of all Liens other than Permitted Liens. True, correct and complete copies of all Lease Documents have been made available delivered to Parent. Except as otherwise set forth in Section 4.12(b) Each of the Company Disclosure ScheduleLease Documents is valid, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, binding and (ii) all such Leases are in full force and effecteffect as against the Company or the Subsidiaries and, are valid and enforceable in accordance with their respective terms, subject to the Remedies ExceptionsCompany’s knowledge, and there is not, as against the other party thereto. Neither the Company nor any Subsidiary has received written notice under any of such Leasesthe Lease Documents of any default, any existing default or and, to the Company’s knowledge, no event of default (or event has occurred which, with notice or lapse of time, time or both, would constitute a default) material default by the Company or the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertySubsidiaries thereunder.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting any Leased Property or the Leased Real Property, and improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect.
(ed) Each Group The Company has legal and the Subsidiaries own, or have valid title leasehold rights to, orall material furniture, fixtures, equipment, operating supplies and other personal property (collectively, the “Personal Property”) necessary for the operation of each Leased Property, subject to no Liens, other than as set forth on Section 3.11(d) of the Company Disclosure Schedule, in the case of Leased Real Property and assets, owned Personal Property. The Company owns or has a valid leasehold or subleasehold interests in, right to all Personal Property at each of its properties locations. Section 3.11(d) of the Company Disclosure Schedule sets forth a complete and assetsaccurate, tangible in all material respects, depreciation list of Personal Property of the Company, which includes items of equipment, machinery, computers, chattels, tools, parts, machine tools, furniture, furnishings and intangiblefixtures, realowned by the Company and the Subsidiaries as of June 30, personal 2009. Section 3.11(d) of the Company Disclosure Schedule also sets forth a complete and mixedaccurate list of the material items of equipment leased by the Company as of June 30, used or held for use 2009. The Company has good title to the items described in its business, such Schedule and valid and subsisting leasehold rights to such items as are being leased by it free and clear of all Liens other than except Permitted Liens. Section 3.11(d) of the Company Disclosure Schedule also sets forth a complete and accurate list of the vehicles owned or leased by the Company and its Subsidiaries.
Appears in 2 contracts
Samples: Merger Agreement (Sunair Services Corp), Merger Agreement (Sunair Services Corp)
Real Property; Title to Assets. (a) Section 4.12(a3.13(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including with respect to the street address Owned Real Property in the PRC, the particulars and issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice first offer or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of first refusal to purchase such Owned Real Property or any portion thereof. Except for thereof or interest therein, and (iv) the relevant Group Company is the only party in possession of such Owned Real Property. No Group Company is a party to any Contract, agreement or option to purchase any material real property or interest therein. The relevant Group Company has complied in all material respects with all of the terms and conditions of, and all of its obligations under, the relevant real property purchase contract in relation to any Owned Real Property owned by it, and no Group Company has been subject to any fine or other penalty imposed by any Governmental Authority which has not been paid. The Owned Real Property remains in conformity in all material respects with all applicable building codes and standards, fire prevention, safety, planning or zoning Law.
(nor any b) The Group Companies have entered into written lease contracts for all Leased Real Property in the PRC. Except as would not have a Company Material Adverse Effect, with respect to each of their respective predecessors-in-interestthe Leases: (i) such Lease is legal, valid, binding, enforceable and in full force and effect, subject to the Bankruptcy and Equity Exception, (ii) the Group Companies’ possession of the Leased Real Property under such Lease has owned any real property or any interest in any real property within the last five years. There is no Action pending ornot been disturbed and, to the knowledge of the Company, threatened in writingthere are no disputes with respect to such Lease, against (iii) neither any Group Company relating nor, to the Owned Real Property that would, if determined adversely to such Group knowledge of the Company, materially and adversely affect any other party to the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company Lease is in possession breach or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancydefault under such Lease, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company no event has granted any option occurred or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”)circumstance exists which, with the name delivery of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectivelynotice, the “Lease Documents”). True, correct and complete copies passage of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease and (iv) by the applicable Group Company or, to Companies have a valid and subsisting leasehold interest in all property under the Company’s knowledge, by the other party to such Leases, except as would notin each case free and clear of all Liens, individually or in other than the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyPermitted Encumbrances.
(c) All Improvements The Company Real Property comprises (i) all of the real property used or intended to be used in, or otherwise related to, the business of the Group Companies; and (ii) any land use right the Group Companies have acquired as their Owned Real Property and under any Leased real property purchase contract, regardless whether the relevant title certificate of such land use right has not been duly obtained by the Group Companies. The use, occupation, operation, leasing, management of the Company Real Property are by any Group Company is not in contravention of any applicable Laws in any material respect. Each Group Company has used the Company Real Property in compliance in all material respects with the approved use and zoning requirement under the relevant title certificates, land use rights certificates, certificates of real estate ownership and similar title documents, or as otherwise required by the competent Governmental Authorities.
(d) Except as would not have a Company Material Adverse Effect, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets necessary to conduct their respective businesses as currently conducted (excluding Owned Real Property, Leased Real Property and Intellectual Property), in good operating condition each case free and repairclear of all Liens, normal wear except Permitted Encumbrances. The material tangible personal property and tear exceptedassets owned or used by the Company and its Subsidiaries (i) are usable in the ordinary course of business and, and in all material respects, are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating(ii) are in good and working order, ventilatingreasonable wear and tear and immaterial defects excepted, and air conditioning systems), are, in all material respects, except for such failures to be in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group repair which would not have a Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinMaterial Adverse Effect.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 2 contracts
Samples: Merger Agreement (Yao Jinbo), Merger Agreement (58.com Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the No Company Disclosure Schedules sets forth a true, correct and complete list Party or Subsidiary of any real property (and any interest in Company Party owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b4.11(b) of the Company Disclosure Schedule lists the street address Letter sets forth, as of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease this Agreement, a true, complete and correct list of all real property leased, subleased, licensed or similarly occupied by each Company Party and Subsidiary of any Company Party for a base annual rent in connection therewith and each material amendment to any excess of the foregoing $500,000.00 (collectively, the “Leased Real Property”) and each Real Property Lease Documentswith respect to the Leased Real Property (the “Material Real Property Leases”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject With respect to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Material Real Property Leases, except as would not, individually or in the aggregate, reasonably be expected to be material to the Company Parties and their respective Subsidiaries, taken as a whole, (i) each Material Real Property Lease is valid and binding on the Company Party or Subsidiary of a Company Party that is a party thereto and, to the knowledge of the Company, each other party thereto and is full force and effect (subject to expiration in accordance with its terms between the date hereof and the Closing Date), (ii) all rent and other sums and charges payable by any Company Party or Subsidiary of any Company Party as tenants thereunder are current and all obligations required to be performed or complied with by any Company Party or any Subsidiary of any Company Party thereunder have been performed, (iii) no early termination event or condition or uncured default of a material nature on the part of any Company Party or, if applicable, Subsidiary of a Company Party or, to the knowledge of the Company, the landlord thereunder, exists under any such Group CompanyMaterial Real Property Lease, (iv) each Company Party and each Subsidiary of a Company Party has a good and valid leasehold interest in any underlying Leased Real Property free and clear of all Encumbrances, except Permitted Encumbrances (subject to expiration in accordance with its terms between the date hereof and the Closing Date), and (v) no Company Party or Subsidiary of any Company Party has received any written notice from any landlord under any such Material Real Property Lease that such landlord intends to terminate such Material Real Property Lease (subject to expiration in accordance with its terms between the date hereof and the Closing Date). No Group Company Party nor any Subsidiary of any Company Party has subleasedreceived written notice of any pending and there is no threatened in writing or, sublicensed or otherwise granted to any person any right the knowledge of the Company, orally threatened condemnation with respect to use, occupy or possess any portion of the Leased Real Property. No Company Party nor any Subsidiary of any Company Party has subleased or licensed any portion of any Leased Real Property to any Person.
(c) All Improvements Except as would not, individually or in the aggregate, reasonably be expected to any Owned Real Property be material to the Company Parties and any Leased Real Property are in all material respects in good operating condition and repairtheir respective Subsidiaries, normal wear and tear exceptedtaken as a whole, and are adequate and suitable for (i) a Company Party or Subsidiary of a Company Party, as the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbingcase may be, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, or valid leasehold or subleasehold interests incomparable contractual rights in or relating to, all personal property owned or leased by it and necessary for the conduct of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its businessbusiness as it is now being conducted, free and clear of all Liens other than Encumbrances, except Permitted LiensEncumbrances and (ii) no termination event or condition or uncured default on the part of any Company Party or, if applicable, any Subsidiary of a Company Party or, to the knowledge of the Company, any Person thereunder, exists under any lease of any personal property.
Appears in 1 contract
Samples: Merger Agreement (Forward Air Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a true, correct and complete list of nor any real property (and any interest in Company Subsidiary owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each material lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentSPAC in the Virtual Data Room. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts Contracts granting to any person Person other than the applicable Group Company or the Company Subsidiaries the right to use or occupy the portion of the real property which the Company or any Leased Real Propertyof the Company Subsidiaries has a right to use under any Lease, and (ii) and, to the Company’s knowledge, all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as other than those that would not, individually or in the aggregate, not reasonably be material to such Group Company. No Group expected have a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements Immediately following completion of the Transactions, the Company and the Company Subsidiaries shall continue to any Owned Real Property and any Leased Real Property are have valid leasehold interests in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and of the Leased Real Property (including plumbingassuming performance by each other party to the applicable Lease and subject to applicable bankruptcy, electricalinsolvency, reorganization, moratorium or other Law affecting the enforcement of creditors’ rights generally and heating, ventilating, and air conditioning systemsgeneral principles of equity), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group The Company has not received from any material disruptions to its operations arising out landlord under any Lease any written notification for breach of terms and conditions of such Lease. To the Company’s knowledge, there are no grounds for termination of any recurring loss Lease at the initiative of electrical power, flooding, limitations to access to public sewer the landlord. The Company and water or restrictions the Company Subsidiaries are current on septic service or otherwise due to inadequate maintenance or repair the payment of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereintheir rent under each applicable Lease.
(d) Other than any actions taken due to a “shelter Except as set out in place,” “non-essential employee” or similar direction Section 4.12(d) of any Governmental Authoritythe Company Disclosure Schedule, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except other than those that would not reasonably be expected to have a Company Material Adverse Effect. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, except other than those that would not have a Company Material Adverse Effect.
(e) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its tangible and intangible properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect.
(f) The assets owned or leased by the Company and the Company Subsidiaries are substantially all of the assets used by the Company and the Company Subsidiaries with respect to the business of the Company and the Company Subsidiaries as conducted in the Ordinary Course, and such assets comprise substantially all of the assets and rights necessary for the ownership and operation of the assets of the Company and the Company Subsidiaries and to carry out the business of the Company and the Company Subsidiaries substantially in the same manner as of the date of this Agreement.
(g) All of the Asset Credit Support that has been provided by, on behalf of, or for the benefit of, the Company or any Company Subsidiary is set forth on Section 4.12(g) of the Company Disclosure Schedule. True, correct and complete copies of such Asset Credit Support have been made available to SPAC.
Appears in 1 contract
Samples: Business Combination Agreement (European Sustainable Growth Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.8(a) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list of any of: (i) all real property (and any interest interests in any real property) currently property owned by the Group Companies Company and its Subsidiaries (each, an “Owned Property”); and (ii) all leases of real property by the Company and its Subsidiaries (each, a “Real Property Lease,” and the real property subject to the Real Property Leases being referred to as the “Owned Leased Real Property”, and, together with the Owned Properties, being referred to individually as a “Company Property”). The Company and its Subsidiaries have indefeasible, including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid good and marketable fee simple titletitle to all Owned Properties, free and clear of all Encumbrances of any Liens, other than Permitted Liens; and nature whatsoever. The Company Properties comprise all of the real property used in the Business.
(iib) no Group Company has leased or otherwise granted With respect to any Person the right to use or occupy such Owned Real Property or any portion thereofProperties, except as set forth on Section 4.12(a3.8(b) of the Company Disclosure Schedules. No Group Company has received written notice Schedule: (i) there are no encroachments on the Owned Properties, and the improvements are situated entirely within the boundaries of the Owned Properties and within applicable building and set-back lines; (ii) no portion of the Owned Properties are located within any Special Flood Hazard Area designated by the Federal Emergency Management Agency, or in any area similarly designated by any agency of any contemplated condemnationother Governmental Authority; no portion meets the definition of “wetlands” codified at 40 C.F.R. part 230.3(t), special assessment, rezoning or other Action affecting has been similarly designated by any parcel agency of Owned Real Property or any Governmental Authority; and no portion thereof. Except for of the Owned Properties constitutes “wetlands” that have been filled, whether or not under appropriate permits; and (iii) each Owned Property constitutes either a previously subdivided lot in compliance with applicable subdivision regulations and similar governmental requirements, or was created in a manner not subject to subdivision regulations and similar governmental requirements.
(c) With respect to the Leased Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) except as set forth on Section 4.12(b3.8(c) of the Company Disclosure Schedule lists Schedule: (i) the street address Company or its Subsidiaries are the owner and holder of each parcel all of the leasehold estates purported to be granted by the Real Property Leases; (ii) the Company’s or its Subsidiaries’ possession and quiet enjoyment of the Leased Real PropertyProperty has not been disturbed and there are no disputes with respect to such Real Property Lease; (iii) no security deposit or portion deposited with respect to such Real Property Lease has been applied in respect of a breach of or default under such Real Property Lease that has not been redeposited in full; (iv) the Company and its Subsidiaries do not owe, and sets forth a list of each leasewill not owe in the future, sublease, license any brokerage commissions or occupancy agreement pursuant finder’s fees with respect to which a Group Company leases, subleases, licenses such Real Property Lease; or occupies any real property (each, a “v) there are no Encumbrances on the estate or interest created by such Real Property Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing .
(collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. d) Except as otherwise set forth in on Section 4.12(b3.8(d) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person parties (other than the applicable Group Company the right to use or occupy any Leased Real Property, and (iiits Subsidiaries) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any possession of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereonProperties.
(e) Each Group No portion of the Company Properties is subject to any pending condemnation or eminent domain Legal Proceeding or other Legal Proceeding by any Governmental Authority and, to the Knowledge of the Company, there is no threatened condemnation or eminent domain Legal Proceeding or other Legal Proceeding.
(f) The physical condition of the Company Properties is free from any defect and sufficient to permit the continued conduct of the Business, as presently conducted, subject to the provision of usual and customary maintenance and repair performed in the ordinary course with respect to similar properties of like age and construction, and no repairs, replacements or regularly scheduled maintenance relating to any of the Company Properties has been deferred.
(g) Access to the Company Properties is from public streets and roads adjoining the Company Properties, is not limited or restricted and is adequate to service the Company Properties as currently used.
(h) To the Knowledge of the Company, all water, storm and sanitary sewer, gas, electric, telephone and drainage facilities, and all other utilities required by any Law or necessary for the current use and operation of the Company Properties, are installed to the property lines of the Company Properties, are connected under valid permits, if necessary, to municipal or public utility services or proper drainage facilities, are fully operable and are adequate to service the Company Properties as currently used.
(i) To the Knowledge of the Company, the classification of each parcel of Company Property under applicable zoning Laws permits the use and occupancy of such parcel and the operation of the Business as currently conducted. To the Knowledge of the Company, the Company’s or its Subsidiaries’ use or occupancy of the Company Properties or any portion or the operation of the Business as currently conducted is not dependent on a “permitted non-conforming use” or “permitted non-conforming structure” or similar variance, exemption or approval from any Governmental Authority.
(j) Except as set forth on Section 3.8(j) of the Company Disclosure Schedule, to the Knowledge of the Company, the current use and occupancy of the Company Properties and the operation of the Business as currently conducted do not violate any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Company Property. The Company has legal not received any written notice of violation of the foregoing.
(k) Except as set forth on Section 3.8(k) of the Company Disclosure Schedule, to the Knowledge of the Company, none of the Company Properties are subject to any use, development or occupancy restrictions (except those imposed by applicable Zoning Laws), special Taxes, assessments or utility “tap-in” fees (except those generally applicable throughout the tax district in which such Company Property is located), or charges or restrictions, whether existing of record or arising by operation of Law, unrecorded agreement or the passage of time or otherwise. Further, the Company Properties not taxed under any special use covenant or otherwise subject to roll-back taxes.
(l) On the Closing Date, the Company and valid title toits Subsidiaries will not be indebted to any contractor, orlaborer, mechanic, materialman, architect or engineer for work, labor or services performed or rendered, or for materials supplied or furnished, in connection with any Company Property which any such person could claim an Encumbrance against any Company Property.
(m) Except as set forth on Section 3.8(m) of the case Company Disclosure Schedule, to the Knowledge of Leased Real the Company, there are no management, maintenance, service, or other contracts with respect to any Company Property and assets, valid leasehold which cannot be terminated on not more than thirty (30) days’ notice without penalty or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liensfee.
Appears in 1 contract
Samples: Business Combination Agreement (Fresh Vine Wine, Inc.)
Real Property; Title to Assets. (a) Section 4.12(aThe Company and each Company Subsidiary has sole and exclusive, good, clear and marketable title to all its real and personal tangible assets, and interests in such properties and assets, real and personal, reflected in the Financial Statements (except properties, interests in properties and assets sold or otherwise disposed of since July 2, 2005 in the ordinary course of business consistent with past practice), and with respect to material leased properties and assets, valid leasehold interests in such properties and assets, in each case, free and clear of all Liens, imperfections of title, restrictions, encroachments and easements, except (i) liens for current Taxes not yet due and payable and for which appropriate reserves have been taken and reflected in the Company’s latest balance sheet, (ii) such imperfections of title, restrictions, encroachments and easements as do not and are not reasonably likely not to materially detract from or interfere with the use or value of the Company Disclosure Schedules sets forth a trueproperties subject thereto or affected thereby, correct or otherwise materially impair business operations involving such properties and complete list (iii) liens securing debt which is reflected on the Financial Statements (or are readily apparent from the notes thereto). There are no written or oral subleases, licenses, occupancy agreements or other contractual obligations that grant the right of use or occupancy of any real property (and any interest in any real property) currently owned or leased by the Group Companies Company or any Company Subsidiary (collectively, the “Owned Real Property”), including and there is no person in possession of the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, Property other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group and the Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five yearsSubsidiaries. There is no Action pending pending, or, to the knowledge of the Company, threatened in writingwriting eminent domain, against condemnation or similar proceeding affecting any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, . The property and operation equipment of the Owned Real Property, Company and each Company Subsidiary that are used in the operations of business are (i) in good operating condition and repair (subject to typical wear and obsolescence) and (ii) have not been delivered to the Parentmaintained in accordance with normal industry practices. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) 3.13 of the Company Disclosure Schedule lists the street address of each parcel of Leased all Real Property, including (A) with respect to owned Real Property, the property address, and, where applicable, property identification number and sets forth a list of each lease(B) with respect to leased Real Property, sublease, license or occupancy agreement the lease pursuant to which the Real Property is leased or a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name general description of the lessor or any other party theretoleased property.
(b) With respect to each Real Property lease, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, such lease will (i) there are no leasescontinue to be legal, subleasesvalid, sublicensesbinding, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, enforceable and (ii) all such Leases are in full force and effect, are valid and enforceable effect against the Company or the Company Subsidiary that is the party thereto immediately following the Closing in accordance with their respective terms, subject the terms thereof as in effect immediately prior to the Remedies ExceptionsClosing, (ii) neither the Company nor any Company Subsidiary nor, to the knowledge of the Company, any other party to such lease is in breach or violation of, or default under, any such lease, and there no event has occurred, is notpending or, under any to the knowledge of such Leasesthe Company, any existing default or event of default (or event is threatened in writing, which, after the giving of notice, with notice or lapse of time, or bothotherwise, would constitute a default) breach or default by the applicable Group Company or any Company Subsidiary or, to the knowledge of the Company’s knowledge, by the any other party to under such Leaseslease, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(ciii) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual disputes in effect as to such lease, and (iv) neither the Company nor any Company Subsidiary has assigned, transferred, conveyed, mortgaged, deeded in trust or legal restrictions that preclude encumbered any interest in the leasehold or restrict the ability of any Group subleasehold. The Company or Company Subsidiary which is party to use any Leased a Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Propertylease has been, and improvements thereon.
(e) Each Group Company has legal and valid title to, orcurrently is, in compliance with the case material provisions of Leased each such Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Lienslease.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) No member of the Company Disclosure Schedules sets forth Group owns any real property, and no member of the Company Group is a true, correct and complete list of party to any Contract to purchase any real property or interest therein.
(and any interest in any real propertyb) currently owned by Except as would not have a Company Material Adverse Effect, the Group Companies (Company or one of the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, Company Subsidiaries: (i) has valid, legally binding, leasehold or other interests under all the applicable Group existing leases, subleases, sub-subleases, licenses or other Contracts granting occupancy rights for the Leased Real Property (collectively, the “Company has good, valid and marketable fee simple titleLeases”), free and clear of any all Liens, other than except Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use exclusive possession of each Leased Real Property that is material to the Company Group, taken as a whole. No member of the Company Group has granted any, and to the Company’s Knowledge there are no, options, rights of first refusal, rights of first offer or occupy such Owned other similar rights which give any party a right to purchase or acquire any interest of a member of the Company Group in any Leased Real Property or any portion part thereof.
(c) Each Company Lease is in full force and effect and is enforceable against the Company and, to the Company’s Knowledge, each other party thereto, in accordance with its terms, except that such enforcement may be subject to the Enforceability Exceptions. Except as set forth on Section 4.12(a) would not have a Company Material Adverse Effect, there is no default under any Company Lease either by any member of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge Knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or by any other party thereto, and no event has occurred that, with the date lapse of time or the giving of notice or both, would constitute a default by any member of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”)Company Group thereunder. True, correct and complete copies of each Company Lease and all Lease Documents amendments, modifications and supplements thereto have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to Except as would not have a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityCompany Material Adverse Effect, there are no contractual or legal restrictions that preclude or restrict the ability of any Company Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, or valid leasehold or subleasehold sublease interests in, or other comparable Contract rights in or relating to all of its the tangible personal property reflected in the Latest Balance Sheet as being owned by the Company Group or acquired after the date thereof (except tangible personal properties and assets, tangible and intangible, real, personal and mixed, used sold or held for use otherwise disposed of since the date thereof in its the ordinary course of business), free and clear of all Liens Liens, other than Permitted Liens.
Appears in 1 contract
Real Property; Title to Assets. (a) The Company does not own, and has never owned, any real property. The real property owned by any Company Subsidiary is set forth on Section 4.12(a3.9(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinSchedule.
(b) Section 4.12(b3.9(b) of the Company Disclosure Schedule lists the street address (and, if applicable, the suite numbers(s)) of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any each other party thereto, thereto and the date of the each Lease in connection therewith therewith, and each material amendment to any of the foregoing thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentFresh Vine in the Virtual Data Room. Except as otherwise set forth in Section 4.12(b3.9(b) of the Company Disclosure Schedule, (i) except with respect to the third party operators of Company amphitheater under development, there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Subsidiaries specified as the tenant in the applicable Lease Document the right to use or occupy all or any portion of the Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Enforceability Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be and (iii) there are no material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted disputes with respect to any person any right to use, occupy or possess any portion of the Leased Real PropertyLease Documents.
(c) All Improvements There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Subsidiary to any Owned Real Property and use any Leased Real Property for the purposes for which it is currently being, or is intended to be, used, except as would not reasonably be expected to have a Company Material Adverse Effect. The Leased Real Property, and the improvements thereon, are in compliance in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in with all material respectsapplicable Laws, in good operating repair and in good condition and repair, reasonable and (ordinary wear and tear excepted), and there are no patent or latent defects or adverse physical conditions other than those that would not have reasonably be expected to have a Company Material Adverse Effect. No Group In the past three years, there has not been any interruption in the delivery of adequate service of any utilities required in the operation of the business of the Company or any Subsidiary currently conducted on the Leased Real Property and neither the Company nor any Subsidiary has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or at the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinexcept as would not reasonably be expected to have a Company Material Adverse Effect.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction Each of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for and the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens liens other than Permitted LiensEncumbrances, except as would not reasonably be expected to have a Company Material Adverse Effect. The Company Leased Real Property constitutes all of the real property interests owned, used or held for use in the conduct of the business of the Company and the Subsidiaries consistent with past practice and is sufficient in all material respects for the continued conduct and operation of such business, consistent with past practice and as presently proposed to be conducted.
(e) The assets owned by the Company and the Subsidiaries (including without limitation the Leased Real Property) are all of the assets used by the Company and the Subsidiaries with respect to the business of the Company and the Subsidiaries as conducted in the Ordinary Course of Business, and such assets comprise all of the assets and rights necessary for the ownership and operation of the assets of the Company and the Subsidiaries and to carry out the business of the Company and the Subsidiaries substantially in the same manner as of the date of this Agreement.
Appears in 1 contract
Real Property; Title to Assets. (a) The Company SEC Reports and Section 4.12(a3.13(a) of the Company Disclosure Schedules sets Schedule set forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “all Owned Real Property”)Property as of December 31, including the street address of any such Owned Real Property2015. With respect to each parcel of Owned Real Property, (i) each of the applicable relevant Group Company Companies has good, valid good and marketable fee simple titletitle to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; , and (ii) there are no Group Company has leased outstanding options or otherwise granted rights of first refusal to purchase such Owned Real Property, or any Person the right to use or occupy portion of such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein, except, in each case, as would not have a Material Adverse Effect.
(b) Section 4.12(bThe Company has made available to Parent copies of all Real Property Leases.
(i) Each Real Property Lease constitutes a valid and legally binding obligation of the Company Disclosure Schedule lists or its Subsidiaries, enforceable in accordance with its terms, subject to the street address of each parcel of Leased Real PropertyBankruptcy and Equity Exception, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are is in full force and effect, are valid (ii) all rent and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, other sums and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) charges payable by the applicable Group Companies as tenants under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslandlord, except as would notexists under any Real Property Lease, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion (iii) each of the Group Companies has a good and valid leasehold interest in each parcel of Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens Liens, except Permitted Liens, and (iv) no party to any Real Property Leases has given notice to the Company or any of its Subsidiaries of or made a claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder, except, in each case, as would not have a Material Adverse Effect.
(c) Except as would not have a Material Adverse Effect, the Group Companies have good and marketable title to, or a valid and binding leasehold interest in, all other than properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property), in each case free and clear of all Liens, except Permitted Liens.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a3.13(a) of the Company Disclosure Schedules Schedule sets forth a trueall land, correct together with all buildings, structures, improvements and complete list of any real property (fixtures located thereon, and any interest in any real property) currently all easements and other rights and interests appurtenant thereto, owned by the Group Companies (the “Owned Real Property”). Each of the Group Companies has good title, including the street address of any such Owned Real Property. With respect validly granted land use rights or building ownership rights, as applicable, to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than all Liens (except for Permitted Liens; and (ii) ). There are no Group Company has leased outstanding options or otherwise granted rights of first refusal to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for purchase the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge portion of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.13(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company all leases, subleases, licenses subleases and other agreements (the “Real Property Leases”) under which the Company or any of its Subsidiaries uses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company has the right to use or occupy occupy, now or in the future, any real property (and all modifications, amendments and supplements thereto and all side letters to which the Company or any of its Subsidiaries is a party affecting the obligations of any party thereunder) (“Leased Real Property”). Each Real Property Lease constitutes a valid and legally binding obligation of the Company or its Subsidiaries, enforceable in accordance with its terms, subject to the Bankruptcy and Equity Exception, and (ii) all such Leases are is in full force and effect, are valid . All rent and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, other sums and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) charges payable by the applicable Group Companies as tenants under each Real Property Lease are current, no termination event or condition or uncured default of a material nature on the part of the Company or any such Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslandlord, except as would not, individually or in the aggregate, be material to such Group Companyexists under any Real Property Lease. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion Each of the Group Companies has a good and valid leasehold interest in each parcel of Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens (except for Permitted Liens).
(c) No party to any such Real Property Leases has given notice to the Company or any of its Subsidiaries of or made a claim against the Company or any of its Subsidiaries with respect to any material breach or default thereunder.
(d) Except as would not have a Material Adverse Effect, the Group Companies have good title to, or a valid and binding leasehold interest in, all other material properties and assets (excluding Owned Real Property, Leased Real Property and Intellectual Property), in each case free and clear of all Liens (other than Permitted Liens).
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including Schedule lists the street address of each parcel of real property owned by the Company or any such Owned Real PropertyCompany Subsidiary. With respect The Company or one of the Company Subsidiaries has good and valid title in fee simple to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, owned real property free and clear of any Liens, all Liens other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”)currently leased or subleased by the Company or any Company Subsidiary, with the name of the lessor or any other party thereto, and the date street address of the Lease such parcel in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, True and correct and complete copies of all Lease Documents have been made available to ParentPensare. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, All such current leases and (ii) all such Leases subleases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases or subleases, any existing material default or event of default (or or, event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslease or sublease, except as would not, individually or in the aggregate, be material to such Group Company. No Group the Company has subleasedand the Company Subsidiaries, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Propertytaken as a whole.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property real property owned or leased by such party the Company or any Company Subsidiary for the purposes for which it is currently being used, other than those that would not have a Company Material Adverse Effect. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon, owned or leased by the Company or any Company Subsidiary other than those that would not have a Company Material Adverse Effect.
(ed) Each Group of the Company and the Company Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, mixed used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (PENSARE ACQUISITION Corp)
Real Property; Title to Assets. (a) Section 4.12(a) Each parcel of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of Company or any such Owned Real Property. With respect to each parcel of Owned Real Property, Company Subsidiary (i) the applicable Group Company has good, valid and marketable fee simple title, is owned free and clear of any Liens, other than Permitted Liens; all material Liens and (ii) no Group Company has leased is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise granted to taken by any Person the right to use public authority with or occupy without payment of compensation therefor, nor has any such Owned Real Property condemnation, expropriation or any portion thereof, except as set forth on Section 4.12(a) taking been proposed. All current leases and subleases of real property occupied by the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledgeKnowledge, by the other party to such Leaseslease or sublease, except as would not, individually or person in the aggregate, be material chain of title to such Group Companyleased premises. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion To the Knowledge of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityCompany, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property owned or leased by such party the Company or any Company Subsidiary for the purposes for which it is currently being used. To the Knowledge of the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon.
(e) Each Group , owned or leased by the Company or any Company Subsidiary other than those that would not, individually or in the aggregate, prevent or delay consummation of any of the transactions contemplated hereby or otherwise prevent or delay the Company from performing its obligations under this Agreement and would not, individually or in the aggregate, have a Material Adverse Effect. To the Knowledge of the Company, each of the Company and the Company Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted any Liens, except for such imperfections of title, if any, that would not, individually or in the aggregate, be reasonably likely to have a Material Adverse Effect.
Appears in 1 contract
Samples: Series a Preferred Stock Purchase Agreement (Castle Brands Inc)
Real Property; Title to Assets. (a) Section 4.12(aSet forth on Schedule 3.10(a) is the street address of each parcel of real property leased, licensed or otherwise occupied by the Company or any Company Entity or used by a Company or Company Entity in the business of the Company Disclosure Schedules sets forth or a true, correct and complete list of any real property Company Entity (and any interest in any real property) currently owned by the Group Companies (collectively the “Owned Real Property”), including . Neither the street address of Company nor any such Owned Company Entity owns any Real Property. With respect .
(b) Schedule 3.10(b) lists all leases, subleases and similar Contracts creating or altering rights to the applicable parcel of Real Property, the applicable parcel of Real Property applicable thereto, the remaining term of such agreement and the amounts payable by the Company or the applicable Company Entity (as applicable) hereunder.
(c) The Company or the applicable Company Entity is in peaceful and undisturbed possession of each parcel of Owned Real PropertyProperty leased by the Company or such Company Entity, subject to the rights of the lessors thereof and the terms of Contracts described in Schedule 3.10(b).
(d) To the Company’s knowledge, (i) the Real Property is in material compliance with all material Laws (including all zoning, subdivision and other applicable Group Company has goodland use ordinances) and Governmental Orders and all existing covenants, valid conditions, restrictions and marketable fee simple titleeasements in all material respects, free and clear of any Liens, other than Permitted Liens; and (ii) the current use of the Real Property does not constitute a non-conforming use under the applicable zoning ordinances.
(e) No material default or breach exists with respect to, and neither the Company nor the applicable Company Entity (as applicable) has received any written notice of (i) any default or breach under any of the agreements to which it is party listed in Schedule 3.10(b) or (ii) any Encumbrance (other than Permitted Encumbrances) affecting the applicable Real Property. There are no Group Company has leased condemnation or otherwise granted eminent domain proceedings pending or to any Person the right to use Company’s knowledge, contemplated or occupy such Owned threatened, against the Real Property or any portion part thereof. There are no existing, except as set forth on Section 4.12(a) or to the knowledge of the Company Disclosure Schedules. No Group Company has received written notice of any Company, contemplated condemnationor threatened, general or special assessment, rezoning or other Action assessments affecting any parcel of Owned the Real Property or any portion thereof. Except for Neither the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interestthe applicable Company Entity(as applicable) has owned received notice of, and to the Company’s knowledge there are no pending or threatened Action before any real property Governmental Authority which relates to the ownership, maintenance, use or operation of the applicable Real Property leased by the Company or the applicable Company Entity.
(f) The Real Property is not located within any area determined to be flood prone under the Federal Flood Protection Act of 1973, or any interest in any real property within the last five yearscomparable state or local Law. There is no Action pending or, No written notice has been given to the knowledge of Company or the Company, threatened in writing, against applicable Company Entity by any Group Company relating insurance company which has issued an insurance policy to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect Company or the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents Entity with respect to any portion of the Owned Real PropertyProperty leased by the Company or such Company Entity or by any board of fire underwriters (or other Governmental Authority exercising similar functions) requesting the performance of any repairs, including but not limited to, with respect alteration or other improvements to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned applicable Real Property or any portion thereof or any interest thereinthereof. The water, sewer, gas, electric, telephone and drainage facilities and other utilities at the applicable Real Property are adequate for the present operation of the business of the Company and the applicable Company Entity leasing such Real Property.
(bg) Section 4.12(b) The tangible and intangible assets and property owned or leased by the Company and the Licensed Entities are sufficient to operate the business of the Company Disclosure and each Licensed Entity in the same manner as conducted prior to the Closing and all such tangible assets and property are in good operating condition and repair (ordinary wear and tear accepted). Except as set forth on Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”3.10(g), with the name of the lessor no Seller or any other party theretoAffiliate of any Seller owns any asset that is used by the Company or any Company Entity for the conduct of their respective businesses, and the date Company or the applicable Company Entity owns and has good and marketable title to (or a valid leasehold in) all of the Lease assets and properties used in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) business of the Company Disclosure Schedule, or such Company Entity and the assets owned by the Company or any Company Entity are owned free and clear of all Encumbrances other than the following: (i) there Encumbrances for Taxes not yet due and payable or the validity of which are no leasesbeing contested in good faith by appropriate proceedings (and for which reserves have been established in the financial records of the Company or a Company Entity), subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases statutory landlord’s, mechanic’s, carrier’s, workmen’s, repairmen’s or other similar Encumbrances arising or incurred in the ordinary course of business for amounts which are in full force not due and effectpayable, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a defaultiii) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would Encumbrances on Real Property arising from zoning Laws which do not, individually or in the aggregate, be material to materially interfere with the use of such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion Real Property in the business of the Leased Real Property.
Company and the Company Entities, (civ) deposits or pledges made in connection with, or to secure payment of, utilities or similar services, workers’ compensation, unemployment insurance, old age pensions or other social security obligations, in each case listed on Schedule 3.10(g)(iv), (v) rights of (a) the lessors or licensors on property leased or licensed to or by the Company or any Company Entity under the terms of the underlying lease or license or (b) the owners of the domain names or social media accounts used by the Company or any Company Entity under the terms of underlying Contracts or the terms and conditions imposed by such owners, (vi) purchase money security interests securing only the property purchased, which security interests securing indebtedness owed on the property purchased in excess of $50,000 are set forth on Schedule 3.10(g)(vi), (vii) Encumbrances pursuant to the Bridge Financing or any indebtedness described in Section 6.09 and (viii) Encumbrances set forth on Schedule 3.10(g) (the Encumbrances described in clause (i) through (viii) are hereinafter referred to as “Permitted Encumbrances”). All Improvements to any Owned Real Property tangible and any Leased Real Property are intangible assets and properties owned by the Company or a Company Entity or used by the Company or a Company Entity in its business comply in all material respects in good operating condition with applicable Laws. For purposes of this Agreement: (i) “Affiliate” of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person; and repair(ii) the term “control” (including the terms “controlled by” and “under common control with”) means the possession, normal wear directly or indirectly, of the power to direct or cause the direction of the management and tear exceptedpolicies of a Person, whether through the ownership of voting securities, by contract, or otherwise; provided that except for purposes of this Section 3.10(g), Section 3.15(b), Section 3.21, Section 9.05(j), Section 9.06 and Section 9.07 (excluding with respect to the VC Activities), the term “Affiliate” when used with respect to the Company or any Seller shall be deemed not to include entities owned by a Seller or an entity controlled by a Seller, other than the Company and its controlled Affiliates, and provided, further that the term “Affiliate” when used with respect to FCC and THW shall be deemed not to include [**********]. For purposes of clarity, CSAC Holdings Inc., a Nevada corporation and a wholly owned subsidiary of the Parent (“Upper Holdings”), and CSAC Acquisition Inc., a Nevada corporation (“Lower Holdings”), are adequate and suitable for both Affiliates of each of the uses to which they are being put. All building systems located at or on the Owned Real Property Parent and the Leased Real Property (including plumbing, electricalBuyer, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out subsidiaries of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinParent.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Ayr Wellness Inc.)
Real Property; Title to Assets. (a) Section 4.12(aThe Company or a Company Subsidiary owns good and marketable fee title to the real property owned (as opposed to leased) and operated by the Company and the Company Subsidiaries in the operation of conduct of the Business, together with all improvements, buildings and fixtures located thereon or therein (the “Fee Real Property”). The Company and the Company Subsidiaries own good and valid leasehold interests in and to all real property leases to which the Company or any Company Subsidiary are a party or by which the Company or any Company Subsidiary are bound, which leases are listed on Schedule 3.10(a) (the “Leased Real Property,” and, together with the Fee Real Property, the “Real Property”). To the Knowledge of the Company, without investigation or inquiry, there are no real estate or similar Taxes due and payable with respect to the Real Property that have not been paid in the ordinary course of the Company’s business, and no leasehold or other interest of the Company Disclosure Schedules or any Subsidiary in Real Property is subject or subordinate to any Lien, except Permitted Liens, whether such lien is on the leasehold estate or fee estate.
(b) Neither the Company nor any Company Subsidiary has received written notice of an outstanding violation of any applicable Legal Requirement relating to any material part of the Real Property or the operation thereof or written notice of public improvements, annexation, special assessments, zoning or subdivision changes, or other claims or charges with respect thereto. To the Knowledge of the Company, without investigation or inquiry, each use of the Real Property by the Company and the Company Subsidiaries is and has been valid, permitted and conforming uses in accordance with the current zoning classification of the Real Property, and there are no outstanding variances or special use permits affecting the Real Property or its uses. To the Knowledge of the Company, without investigation or inquiry, the Real Property either is freely accessible directly from all public streets on which it abuts, or uses adjoining private land to access the same in accordance with valid public easements and there is no condition which would result in the termination of such access. To the Knowledge of the Company, without investigation or inquiry, water, gas, sewer, drainage facilities, telephone, electrical service and all other necessary utility connections are readily available to the Real Property without assessment in all material respects other than annual maintenance and use charges, and all such connections currently in place are operable and adequate for their present usage in all material respects.
(c) Schedule 3.10(a) sets forth a true, correct and complete list of any real property (all contracts or agreements under which the Company and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”)Company Subsidiaries are lessee, including the street address sublessee or licensee of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group parties to the lease and the current expiration date of the lease. The Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person Subsidiaries have the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) quiet enjoyment of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except real properties leased by it as tenant for the Owned Real Property, no Group Company (nor any full term of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, lease thereof to the knowledge of the Company, threatened extent provided in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.such
Appears in 1 contract
Real Property; Title to Assets. (a) a. Section 4.12(a3.16(a) of the Company Disclosure Schedules sets forth Schedule contains a truecomplete and correct list, correct and complete list as of any the date of this Agreement, of all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or a Company Subsidiary (the each such real property so listed, an “Owned Real Property”), including and the street address record owner of any each such Owned Real Property (the “Owner”). The Owner for each Owned Real Property has insurable title to such Owned Real Property. With respect to , in each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple titlecase, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) b. Section 4.12(b3.16(b) of the Company Disclosure Schedule lists the street address contains a complete and correct list, as of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith this Agreement, of all Leased Real Property and each material amendment to any a description of the foregoing Contract under which each such Leased Real Property is leased (collectively, the “Lease DocumentsReal Property Leases”). True, correct and complete copies of all Lease Documents have been The Company has made available to ParentParent a correct copy of each Real Property Lease. Each of the Company and each Company Subsidiary (each, in such capacity, a “Tenant”) has a valid leasehold interest under each Real Property Lease to which it is a party. Each such Real Property Lease is in full force and effect and constitutes a legal, valid, and binding obligation of the applicable Tenant and, to the Knowledge of the Company, of the other parties thereto, enforceable against such Tenant and such other parties in accordance with its terms, except to the extent that its enforceability may be limited by applicable bankruptcy, insolvency, reorganization or other similar Law affecting the enforcement of creditors’ rights generally or by general equitable principles. Except as otherwise set forth in on Section 4.12(b3.16(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use except as has not had or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is would not, under any of such Leasesindividually or in the aggregate, any existing default reasonably be expected to have a Company Material Adverse Effect, no default, event or event of default (or event whichcircumstance has occurred that, with or without notice or lapse of time, or both, would constitute a default) material default or breach by the applicable Group Company any Tenant or, to the Company’s knowledgeKnowledge, by the any other party to under any such Leases, except Real Property Lease.
c. Except as would notnot have a Company Material Adverse Effect, individually the Company and the Company Subsidiaries are in possession of and have good and marketable title to, or valid leasehold interests in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right valid rights under contract to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repairmachinery, normal wear and tear exceptedequipment, furniture, fixtures, and are adequate other tangible personal property and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbingassets owned, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or onleased, or comprising a part of, used by the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its businessSubsidiary, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Merger Agreement (ZAGG Inc)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property, and sets forth a list as of the date of this Agreement of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any and real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, complete and correct and complete copies of all Lease Documents in effect as of the date of this Agreement have prior to the date of this Agreement been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, Kensington.
(i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other any than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group The Company has not subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company.
Appears in 1 contract
Samples: Business Combination Agreement (Kensington Capital Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b5.12(a) of the Company Disclosure Schedule lists the real property owned by the Company or any Company Subsidiary (the “Real Property”).
(b) Section 5.12(b) of the Company Disclosure Schedule lists, as of the date hereof, the street address (and, if applicable, the suite numbers(s)) of each parcel of Material Leased Real Property, and sets forth a list of each material lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property Material Leased Real Property (each, a “Lease”), with the name of the lessor or any each other party thereto, thereto and the date of the each Lease in connection therewith therewith, and each material amendment to any of the foregoing thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentPace in the Virtual Data Room. Except as otherwise set forth in Section 4.12(b5.12(b) of the Company Disclosure Schedule, (i) as of the date hereof, there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company or Company Subsidiaries the right to use or occupy all or any portion of the Material Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would notnot have a Company Material Adverse Effect, individually or in and (iii) to the aggregateCompany’s knowledge, be there are no material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted disputes with respect to any person any right to use, occupy or possess any portion of the Leased Real PropertyLease Documents.
(c) All Improvements There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Company Subsidiary to any Owned Real Property and use any Leased Real Property by such party for the purposes for which it is currently being, or is intended to be, used, except as would not have a Company Material Adverse Effect. The Leased Real Property, and the improvements thereon, are in compliance in all material respects with all applicable laws and in good operating condition repair and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and (ordinary wear and tear excepted), and there are no patent or latent defects or adverse physical conditions other than those that would not have a Company Material Adverse Effect. No Group In the three years prior to the date of this Agreement, there has not been any interruption in the delivery of adequate service of any utilities required in the operation of the business of the Company currently conducted on the Leased Real Property and the Company has not experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or at the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinexcept as would not have a Company Material Adverse Effect.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction Each of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for and the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not have Company Material Adverse Effect. Except as would not result in a Company Material Adverse Effect, the Real Property and the Leased Real Property constitutes all of the real property interests owned, used or held for use in the conduct of the business of the Company consistent with past practice and is sufficient in all material respects for the continued conduct and operation of such business, consistent with past practice and as presently proposed to be conducted.
Appears in 1 contract
Samples: Business Combination Agreement (TPG Pace Solutions Corp.)
Real Property; Title to Assets. (a) Section 4.12(a4.11(a) of the Company Disclosure Schedules Schedule sets forth a true, correct and complete list all of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”)Property of the Company and its Subsidiaries, including each of which is material to the street address business of any such Owned Real Propertythe Company and its Subsidiaries, taken as a whole. With respect Except as would not have a Company Material Adverse Effect, each of the Company and its Subsidiaries has good title to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereofall Encumbrances, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinPermitted Encumbrances.
(b) Section 4.12(b4.11(b) of the Company Disclosure Schedule lists sets forth all of the street address Leases of the Company and its Subsidiaries, that is material to the business of the Company and its Subsidiaries taken as a whole. Except as would not have a Company Material Adverse Effect, each of the Company and its Subsidiaries has a good and valid leasehold interest in each parcel of the Leased Real Property, free and sets forth a list clear of each leaseall Encumbrances, subleaseexcept Permitted Encumbrances. Each such Lease is valid, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), binding and enforceable and has been registered with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing competent Governmental Authority (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leasesextent legally required), except as would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Neither the Company nor any of its applicable Subsidiaries is in breach or violation of, or default under any such Lease, except as would not reasonably be material expected to such Group Companyhave, individually or in the aggregate, a Company Material Adverse Effect. No Group Company has subleased, sublicensed or otherwise granted party to any person such Lease has given written notice to the Company or any right to use, occupy of its Subsidiaries of or possess made a written claim against the Company or any portion of the Leased Real Property.
(c) All Improvements its Subsidiaries with respect to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at breach or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereindefault thereunder.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any and real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to ParentSPAC. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, reasonably be material expected to such Group Companyresult in a Company Material Adverse Effect. No Group The Company has not subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(cb) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ec) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, reasonably be expected to result in a Company Material Adverse Effect.
Appears in 1 contract
Samples: Business Combination Agreement (Maquia Capital Acquisition Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedules sets forth a true, correct and complete list Schedule lists as of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including date of this Agreement the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except . Except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Schedule, (i) the Company or its applicable subsidiary has received written notice good and marketable fee simple title to such facility, free and clear of any contemplated condemnationand all Liens, special assessment(ii) there are no leases, rezoning subleases, licenses, options, rights, concessions or other Action affecting agreements, written or oral, granting to any parcel party or parties the right of use or occupancy of any portion of such Owned Real Property Property, (iii) there are no outstanding options or rights of first refusal in favor of any other party to purchase any such Owned Real Property, or any portion thereof or interest therein, (iv) there are no parties who are in possession of or who are using any such Owned Real Property, or any portion thereof. Except for the , (v) each such Owned Real Property, no Group Company is supplied with utilities necessary for operations and abuts on or has direct, permanent vehicular access to a public road, and (nor any of their respective predecessors-in-interestvi) has owned any real property or any interest in any real property within the last five years. There there is no Action (A) pending or threatened condemnation proceeding relating to such Owned Real Property, (B) pending or, to the knowledge of the Company, threatened in writing, against any Group Company Action relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to or (C) any other matter affecting the current or currently proposed use, occupancyoccupancy or value of, and such Owned Real Property. Each parcel of Owned Real Property is supplied with all utilities necessary for the operation of the such Owned Real Property, that have not been delivered and the conduct of the businesses of the Company and its subsidiaries as currently conducted or currently proposed to be conducted at such Owned Real Property. Neither the Parent. No Group Company has granted nor any option or of its subsidiaries holds any option, right of first refusal or first opportunity similar right to purchase any person to acquire, sublease or otherwise encumber any additional Owned Real Property or any portion thereof or any interest therein. All of the Owned Real Property, as well as the use thereof, complies with applicable zoning laws and neither the Company nor any of its subsidiaries is a nonconforming user pursuant to any of such Laws.
(b) Section 4.12(b) of the Company Disclosure Schedule lists as of the date of this Agreement the street address of each parcel of Leased Real Property, and sets forth a list as of the date of this Agreement of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any of its subsidiaries leases, subleases, licenses subleases or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, licenses
(i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other any than the applicable Group Company or its subsidiaries, as applicable, the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any of its subsidiaries or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group Neither the Company nor any of its subsidiaries has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company of its subsidiaries to use any of their respective Owned Real Property or Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no latent defects or adverse physical conditions affecting the Owned Real Property or Leased Real Property, and improvements thereon, except as would not, individually or in the aggregate, be material to the Company.
(ed) Each Group The Company or applicable subsidiary of the Company has legal and valid title toto the Owned Real Property, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company.
Appears in 1 contract
Samples: Business Combination Agreement (Fintech Ecosystem Development Corp.)
Real Property; Title to Assets. (a) Section 4.12(a3.12(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including including, without limitation, the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple title, validly granted land use rights or building ownership rights, as applicable, to such Owned Real Property, free and clear of any all Liens, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice first offer or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of first refusal to purchase such Owned Real Property or any portion thereofthereof or interest therein. Except for the Owned Real Property, no No Group Company (nor is a party to any of their respective predecessors-in-interest) has owned Contract, agreement or option to purchase any material real property or interest therein.
(b) Section 3.12(b) of the Company Disclosure Schedule sets forth the address of each Leased Real Property as of the date hereof, and a true and complete list of all Leases for each such Leased Real Property (including the date and name of the parties to such Lease). The Company has delivered or otherwise made available to Parent a true and complete copy of each such Lease, and in the case of any interest oral Lease, a written summary of the material terms of such Lease. Except as would not reasonably be expected to have a Company Material Adverse Effect, with respect to each of the Leases: (i) such Lease is legal, valid, binding, enforceable and in any real property within full force and effect, subject to the last five years. There is no Action pending orBankruptcy and Equity Exception, (ii) the Group Companies’ possession and quiet enjoyment of the Leased Real Property under such Lease has not been disturbed and, to the knowledge of the Company, threatened in writing, against there are no disputes with respect to such Lease and (iii) neither any Group Company relating nor, to the knowledge of the Company, any other party to the Lease is in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.
(c) The Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is identified in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.12(a) of the Company Disclosure Schedule lists and the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth Property identified in Section 4.12(b3.12(b) of the Company Disclosure ScheduleSchedule (collectively, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group "Company the right to use or occupy any Leased Real Property, and (ii") comprise all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject of the real property used or intended to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of timebe used in, or bothotherwise related to, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion business of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for Group Companies as of the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereindate hereof.
(d) Other than any actions taken due to a “shelter To the knowledge of the Company, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in place,” “non-essential employee” or similar direction the Company Real Property (the "Improvements") are in good condition and repair and sufficient for the operation of any Governmental Authoritythe business of the Group Companies, (ii) there are no contractual structural deficiencies or legal restrictions that preclude or restrict latent defects affecting any of the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledgeImprovements, and (iii) there are no latent defects facts or adverse physical conditions affecting any of the Leased Real Property, Improvements which would materially interfere with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Company and improvements thereonthe Company Subsidiaries.
(e) Each Group Company has legal and valid title to, or, in With respect to the case underlying land of Leased the Owned Real Property of the Group Companies: (i) the land-use right of such land was granted to the land user by the relevant PRC land administration authority in accordance with PRC Law for a specified period of time; (ii) the relevant Group Companies obtained the land-use rights to such land in compliance in all material respects with applicable PRC Law; (iii) the use, transfer, lease and assets, valid leasehold or subleasehold interests in, mortgage of the land-use rights to such land are not subject to any material restrictions within its approved purpose; (iv) the relevant Group Companies entered into land-use right grant contracts with the relevant land administration authorities in obtaining the land; and (v) all of its properties land-use right grant fees and assets, tangible other fees required to be paid in connection with obtaining the land have been duly and intangible, real, personal and mixed, used or held for use fully paid by such Group Companies in its business, free and clear of all Liens other than Permitted Liensaccordance with PRC Law.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth nor any Company Subsidiary owns a true, correct and complete list of any real property (and any fee interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.12(b) of the Company Disclosure Schedule lists the street address of each material parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with currently leased or subleased by the name of the lessor Company or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing Company Subsidiary (collectively, the “Lease DocumentsLeased Real Property”). True, correct and complete copies of all Lease Documents each lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or any Company Subsidiary in connection therewith and each amendment to any of the foregoing relating to the Leased Real Property have been made available delivered to ParentDFB Healthcare. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, All such current leases and (ii) all such Leases subleases are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leaseslease or sublease, except as would not, individually or person in the aggregate, be material chain of title to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Propertyleased premises.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no material contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property real property owned or leased by such party the Company or any Company Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge, there There are no material latent defects or adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon, owned or leased by the Company or any Company Subsidiary.
(ed) Each Group of the Company and the Company Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold sublease hold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including, without limitation, any easement, right of way or other encumbrance to title, or any option, right of first refusal, or right of first offer, other than Permitted Liensthose that would not have or would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (DFB Healthcare Acquisitions Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a true, correct and complete list nor any of any real property (and any interest in its subsidiaries owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real PropertyTrue, complete and sets forth a list correct copies of each lease, sublease, license or license, sublicense, and other occupancy agreement agreements, pursuant to which a Group the Company or any of its subsidiaries leases, subleases, licenses licenses, sublicenses, or otherwise occupies any real property property, including all amendments, extensions, renewals, guaranties and other agreements with respect thereto (each, a “Lease”), with the name as of the lessor or any other party thereto, and the date of this Agreement have prior to the Lease in connection therewith and each material amendment to any date of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have this Agreement been made available to ParentParent or its counsel. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all real property subject to a Lease. All such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there . There is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company oror any of its subsidiaries, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company of its subsidiaries to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that have not had and would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect.
(ed) Each Group The Company or one of its subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold and existing leasehold, license, subleasehold, or subleasehold sublicense interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company. The Leased Real Property constitutes all real property currently used in the business.
Appears in 1 contract
Samples: Business Combination Agreement (Andretti Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedules sets forth a true, correct and complete list nor any of its Subsidiaries holds title to any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists sets forth a true and complete list of all Leases relating to the Real Property and any and all Lease Documents and includes: (i) the street address of each parcel of Leased Real Property, and sets forth a list (ii) the identity of the lessor, lessee, current occupant (if different from lessee) of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies such parcel of Leased Real Property and any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Scheduleguarantor, (iiii) there are no leases, subleases, sublicenses, concessions or other contracts granting the terms (referencing applicable renewal and cancellation periods) and rental payment amounts pertaining to any person other than the applicable Group Company the right to use or occupy any each such parcel of Leased Real Property, and (iiiv) all the current use of each such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any parcel of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except Leased Real Property. Except as would notnot have a Company Material Adverse Effect, individually the Company or one of its Subsidiaries, as the case may be, has a valid leasehold interest in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property, free and clear of all Encumbrances, except for Permitted Encumbrances.
(c) All Improvements With respect to each of the Leases pertaining to the Leased Real Property, neither the Company nor any Owned Real Property and of its Subsidiaries has exercised or given any notice of exercise, nor has any landlord or sublandlord exercised or received any notice of exercise by a landlord or sublandlord of, any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinOption.
(d) Other than All rent, Taxes, and any actions taken other sums and charges currently due under all Leases pertaining to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property have been paid or will be paid within the applicable notice and grace period. No uncured default by such party for the purposes for which it is currently being used. To Company or any of its Subsidiaries, as the case may be, or, to the knowledge of the Company’s knowledge, there are no latent defects or adverse physical conditions affecting by any landlord exists with respect to the Leased Real Property, and improvements thereonto the knowledge of the Company, no event has occurred or condition exists which, with the giving of notice or the lapse of time or both, would constitute such a default.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (World Heart Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets set forth a true, correct complete and complete accurate list as of any the date hereof of all real property leases and subleases to which the Company or any of its Subsidiaries is a party as lessee or lessor (collectively, the “Real Property Leases,” and the properties leased thereunder, collectively, the “Leased Real Property”). The leasehold interests relating to the Real Property Leases are free and clear of all Liens, other than Permitted Liens. No material default by the Company or any interest of its Subsidiaries, or, to the Knowledge of the Company, the other party or parties thereto, exists under any of the Real Property Leases, and each of the Real Property Leases is valid and legally binding on, and enforceable against, the Company or one of its Subsidiaries, as applicable, and, to the Knowledge of the Company, on and against the other party or parties thereto, in accordance with its terms, subject to bankruptcy, insolvency, reorganization and other Laws of general applicability relating to or affecting creditors’ rights and to general equity principles. The Company has made available to Parent complete and accurate copies of each of the Real Property Leases and all amendments thereto, and none of such Real Property Leases has been modified in any material respect.
(b) The Company Disclosure Schedules set forth a complete and accurate list as of the date hereof of all real property) currently properties owned by the Group Companies Company or any of its Subsidiaries (collectively, the “Owned Real Property”). The Company or one of its Subsidiaries, including as applicable, has good, valid, marketable and insurable fee title to the street address Owned Real Property free and clear of all Liens, except for Permitted Liens. None of the Owned Real Property is subject to any right or option of any other Person to purchase or lease an interest in such Owned Real Property. With respect There does not exist any actual or, to each parcel the Knowledge of the Company, threatened condemnation or eminent domain proceedings that affect any Leased Real Property or Owned Real PropertyProperty or any part thereof, and neither the Company nor any of its Subsidiaries has received any written notice of the intention of any Governmental Authority to take or use all or any part thereof
(ic) the applicable Group The Company has and its Subsidiaries have good, valid and marketable fee simple title(and, in the case of real property, insurable) title to all of the assets and properties which they purport to own and a valid leasehold interest in or valid license to all other assets and properties, in each case, which are material to the Company and its Subsidiaries, free and clear of any all Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there These assets are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are sufficient in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on conduct of the Owned Real Property respective businesses, activities and operations of the Leased Real Property (including plumbing, electrical, Company and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinSubsidiaries as currently conducted.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) None of the Company Disclosure Schedules sets forth a true, correct and complete list of or any real property (and any interest in Company Subsidiary owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, sublease and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts Contracts granting to any person other than the applicable Group Company or the Company Subsidiaries the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, reasonably be expected to be material to such Group Companythe Company and the Company Subsidiaries, taken as a whole. No Group Neither the Company nor any Company Subsidiary has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Group Company Subsidiary to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole.
(ed) Each Group of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole.
Appears in 1 contract
Samples: Business Combination Agreement (DPCM Capital, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the No Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in Group Member owns any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists lists, as of the date of this Agreement, the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a any Company Group Company Member leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth Apex in Section 4.12(b) of the Company Disclosure Schedule, Virtual Data Room: (i) other than the Lease Documents, there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Company Group Company Member the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable any Company Group Company Member or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such any Company Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMember.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise Other than due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Company Group Company Member to use any Leased Real Property by such party for the purposes for which it is currently being used, except as would not, individually or in the aggregate, be material to any Company Group Member. To the Company’s knowledge, there There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each The Company Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its their respective properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to any Company Group Member.
Appears in 1 contract
Samples: Business Combination Agreement (Apex Technology Acquisition Corp)
Real Property; Title to Assets. (a) Section 4.12(a3.12(a) of the Company Disclosure Schedules sets forth Schedule contains a true, correct and complete list list, by location, of any all material real property (and any interest in any real property) currently owned beneficially or of record by the Group Companies Company and its Subsidiaries (the “Company Owned Real PropertyProperties”). Except for (x) such exceptions which would not, including individually or in the street address aggregate, have a Company Material Adverse Effect, (y) any matters of any public record affecting the use of such properties and disclosed in writing in title insurance policies with respect to the Company Owned Real Property. With respect Properties furnished to each parcel of Owned Real PropertyParent, and (z) Permitted Encumbrances, (i) the applicable Group Company has good, valid and its Subsidiaries have good and marketable fee simple titletitle to the Company Owned Real Properties and, other than pursuant to this Agreement, have not granted any options to purchase or rights of first refusal for all or any portion of the Company Owned Real Properties, that are currently outstanding, (ii) the Company Owned Real Properties are free and clear of any Liens, other than Permitted Liens; all Liens and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (iiii) there are no leases, subleases, sublicenseslicenses, concessions concessions, profits, or other contracts agreements, written or oral, granting to any person other than the applicable Group Company party or parties the right to of use or occupy occupancy to any portion of the Company Owned Real Properties. The Company has furnished to Parent true and complete copies of all leases referred to in clause (iii) above, including amendments thereof, with respect to the Company Owned Real Properties.
(b) Section 3.12(b) of the Company Disclosure Schedule contains a true, correct and complete list, by address, of all material real property leased by the Company and its Subsidiaries (the “Company Leased Real PropertyProperties”, and, together with the Company Owned Real Properties, the “Company Real Properties”). The Company has furnished to Parent true, correct and complete copies of all lease agreements and amendments thereto with respect to the Company Leased Real Properties (iithe “Leases”). With respect to the Company Leased Real Properties, except for such exceptions which would not, individually or in the aggregate, result in a material liability to the Company and its Subsidiaries:
(i) all such Leases are each Lease is valid and binding upon the Company or a Subsidiary of the Company and in full force and effecteffect and, are valid and enforceable in accordance with their respective terms, subject to the Remedies ExceptionsKnowledge of the Company, and the other parties thereto;
(ii) the Company or a Subsidiary of the Company has a valid leasehold interest in the Company Leased Real Properties;
(iii) there is notno, under nor has the Company or any Subsidiary of such Leasesthe Company received notice of any, any existing default or event of default (or condition or event which, with after notice or lapse of time, time or both, would constitute a default) thereunder by the applicable Group Company orlessee, and to the Knowledge of the Company’s knowledge, there is no default on the part of the lessor thereunder; and
(iv) the Company or a Subsidiary of the Company has not subleased or otherwise granted any right of use or occupancy with respect to any portion of the Company Leased Real Properties.
(c) All covenants, conditions, restrictions, easements, agreements and orders of Governmental Authority to which any of the Company Real Properties is subject are being in all material respects properly performed and observed by the other party to such LeasesCompany and the Subsidiaries of the Company, and neither the Company nor any Subsidiary of the Company has received any notice of violation (or claimed violation) thereof, except as would not, individually or in the aggregate, be material to such Group Company. No Group have a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
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Real Property; Title to Assets. (a) Section 4.12(aAll real property owned by Nexus Health Systems or any of its Subsidiaries is described on Schedule 3.10(a) (“Owned Real Property”). Nexus Health Systems, the Company and the Company Subsidiaries own good and valid leasehold interests in and to all real property leases to which Nexus Health Systems, the Company or any Company Subsidiary are a party or by which Nexus Health Systems, the Company or any Company Subsidiary are bound, which leases and the applicable tenants are listed on Schedule 3.10(a) (the “Leased Real Property” and, together with the Owned Real Property, “Real Property”). To the Knowledge of the Sellers, except for the Permitted Liens, there exist no Encumbrances affecting the Leased Real Property.
(b) Except as listed on Schedule 3.10(b), neither Nexus Health Systems, the Company Disclosure Schedules nor any Company Subsidiary has received written notice of an outstanding violation of any applicable Legal Requirement relating to any material part of the Real Property or the operation thereof or written notice of condemnation, special assessment or the like, with respect thereto.
(c) Schedule 3.10(a) sets forth a true, correct and complete list of any real property (all contracts or agreements under which Nexus Health Systems, the Company and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”)Company Subsidiaries are lessee, including the street address sublessee or licensee of any Leased Real Property with a brief description of such Owned contract or agreement, including, without limitation, the parties to the lease, the term of the lease, the current expiration date of the lease, and whether, to the Knowledge of the Sellers, a physician is a party to such contract or agreement. Nexus Health Systems, the Company and Company Subsidiaries have the right to quiet enjoyment of the Leased Real PropertyProperty for the full term of the lease thereof to the extent provided in each such lease. With respect Each lease or other contract or agreement referred to each parcel of Owned Real Property, (ion Schedule 3.10(a) the applicable Group Company has goodis a legal, valid and marketable fee simple titlebinding obligation of Nexus Health Systems, free the Company and clear of any LiensCompany Subsidiaries, other than Permitted Liens; as applicable, enforceable against Nexus Health Systems, the Company and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereofSubsidiaries in accordance with its terms, except as set forth on Section 4.12(a) enforcement thereof may be limited by bankruptcy, insolvency, reorganization, moratorium or other similar laws affecting the enforcement of the Company Disclosure Schedulescreditors’ rights in general, or by general principles of equity. No Group Company has received written notice There are no outstanding options or rights of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any third person to acquire, sublease or otherwise encumber acquire any Owned Real Property or any portion thereof Nexus Health Systems’, the Company’s or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Subsidiary’s leasehold interests in any Leased Real Property. All leases, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company ground leases, subleases, licenses licenses, options or occupies any real property (each, a “Lease”), with the name other agreements of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectivelyNexus Health Systems, the “Lease Documents”). TrueCompany and Company Subsidiaries, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise applicable, as set forth in Section 4.12(bon Schedule 3.10(a) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable neither Nexus Health Systems, the Company nor any Company Subsidiary, as applicable, is in accordance with their respective termsdefault under any such leases, subject to the Remedies Exceptionsground leases, subleases, licenses, options or other agreements, and there is not, under any of such Leases, any existing default or event of default no condition exists which (or event which, with notice or lapse of time, time or both, would ) could constitute a default) default thereunder by Nexus Health Systems, the applicable Group Company oror any Company Subsidiary, and to the Company’s knowledge, Knowledge of the Sellers there is no default or a pending default by the other party to such Leases, except as would not, individually thereto. True and complete copies of all leases or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed other contracts or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(cagreements listed on Schedule 3.10(a) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbingany amendments, electrical, modifications and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions renewal letters) have been made available for inspection by Buyer prior to its operations arising out the date of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereinthis Agreement.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction Except as set forth on Schedule 3.10(d) hereto, the Company and each of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
Subsidiaries has good title (e) Each Group Company has legal and valid title to, orand, in the case of Leased Owned Real Property Property, good and assets, valid leasehold or subleasehold interests in, marketable title) to all of its properties and assets, tangible and intangibleincluding the assets reflected in the Balance Sheet, real, personal and mixed, used or held for use in its businessexcept those disposed of by it since the date of the Balance Sheet, free and clear of all Liens other than Encumbrances except for Permitted Liens. The Company and each of the Company Subsidiaries leases, owns or has the right to use all assets used in the operation of the Business as currently conducted.
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Real Property; Title to Assets. (a) Section 4.12(a3.12(a) of the Company Disclosure Schedules Schedule sets forth a true, correct the address and complete list description of any real property (and any interest in any real property) currently owned by the Group Companies (the “each Owned Real Property”), including including, without limitation, the street address particulars and the issue date of any such the State-owned Land Use Certificate and Building Ownership Certificate for each Owned Real Property. With respect to each parcel of Owned Real Property, : (i) the applicable relevant Group Company has good, valid good and marketable fee simple titleindefeasible and valid title to such Owned Real Property, free and clear of any Liensall Liens and encumbrances, other than except Permitted Liens; and Encumbrances, (ii) no Group Company has leased or otherwise granted to any Person person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a(iii) there are no outstanding options, rights of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Owned Real Property or any portion thereof or interest therein. Except as set forth in Section 3.12(a) of the Company Disclosure Schedule, as of the date of this Agreement, no Group Company is a party to any Contract which obligates it to purchase any real property or interest therein.
(b) Section 4.12(b3.12(b) of the Company Disclosure Schedule lists sets forth the street address of each parcel of Leased Real Property, Property and sets forth a true and complete list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property all current Leases in respect of such Leased Real Property (each, a “Lease”), with the name of the lessor or any other party thereto, and including the date of the Lease in connection therewith Lease, the term and each material amendment to any name of the foregoing (collectively, the “Lease Documents”parties to such Lease). True, correct and complete copies of all Lease Documents have been The Company has delivered or otherwise made available to ParentHoldco (including through the Company SEC Reports and the Data Room) a true and complete copy of each such Lease, and in the case of any oral Lease, a written summary of the material terms of such Lease. Except as otherwise set forth in Section 4.12(bwould not have a Company Material Adverse Effect, with respect to each Lease: (i) such Lease constitutes a valid and legally binding obligation of the Company Disclosure Scheduleor its Subsidiaries, (i) there are no leasesenforceable in accordance with its terms, subleases, sublicenses, concessions or other contracts granting subject to any person other than the applicable Group Company the right to use or occupy any Leased Real PropertyBankruptcy and Equity Exception, and (ii) all such Leases are is in full force and effect, are valid (ii) possession and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion quiet enjoyment of the Leased Real Property.
(c) All Improvements Property under such Lease by the Company or its applicable Subsidiary has not been disturbed and, to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects disputes with respect to such Lease, and (iv) the Company or adverse physical conditions affecting its applicable Subsidiary is not and, to the Company’s knowledge, no other party to such Lease is, in breach or default under such Lease, and no event has occurred or circumstance exists which, with the delivery of notice, the passage of time or both, would constitute such a breach or default, or permit the termination, modification or acceleration of rent under such Lease.
(c) The Owned Real Property identified in Section 3.12(a) of the Company Disclosure Schedule and the Leased Real PropertyProperty identified in Section 3.12(b) of the Company Disclosure Schedule comprise all of the real property used in carrying out the business of the Group Companies as of the date hereof.
(d) To the knowledge of the Company and except as would not have a Company Material Adverse Effect, (i) all buildings, structures, improvements, fixtures, building systems and equipment, and improvements thereonall components thereof, included in the Owned Real Property or Leased Real Property (the “Improvements”) are in good condition and repair and sufficient for the operation of the business of the Group Companies, (ii) there are no structural deficiencies or latent defects affecting any of the Improvements, and (iii) there are no facts or conditions affecting any of the Improvements which would interfere with the use or occupancy of the Improvements or any portion thereof in the operation of the business of the Group Companies.
(e) Each Group Company has legal and valid title to, or, in With respect to the case underlying land of Leased the Owned Real Property of the Group Companies: (i) the land-use right of such land was granted to the land user by the relevant PRC land administration authority in accordance with PRC Law for a specified period of time; (ii) the relevant Group Companies obtained the land-use rights to such land in compliance in all material respects with applicable PRC Law; (iii) the use, transfer, lease and assets, valid leasehold or subleasehold interests in, mortgage of the land-use rights to such land are not subject to any material restrictions within its approved purpose; (iv) the relevant Group Companies entered into land-use right grant contracts with the relevant land administration authorities in obtaining the land; and (v) all of its properties land-use right grant fees and assets, tangible other material fees required to be paid in connection with obtaining the land have been duly and intangible, real, personal and mixed, used or held for use fully paid by such Group Companies in its business, free and clear of all Liens other than Permitted Liensaccordance with PRC Law.
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Real Property; Title to Assets. (a) Section 4.12(a) None of the Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in Acquired Companies owns or formerly owned any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b4.15(b) of the Company Disclosure Schedule lists the street address of sets forth a true and complete list each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”)currently or formerly leased or subleased by any Acquired Company, with the name of the lessor or any other party thereto, and the date of the Lease lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by any Acquired Company in connection therewith and each material amendment to any of the foregoing and all ancillary documents pertaining thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available delivered to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, All such current leases and (ii) all such Leases subleases are in full force and effect, are valid and enforceable effective in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leasesleases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group any Acquired Company or, to the Company’s knowledgeKnowledge of the Acquired Companies, by the other party to such Leaseslease or sublease. To the Knowledge of the Acquired Companies, except as would noteach parcel of real property leased by any Acquired Company is neither subject to any Order of a Governmental Authority to be sold nor is being condemned, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed expropriated or otherwise granted taken by any Governmental Authority, nor, to any person any right to use, occupy or possess any portion the Knowledge of the Leased Real PropertyAcquired Companies, has any such condemnation, expropriation or taking been proposed.
(c) All Improvements The Lease Documents grant to the tenant thereunder the exclusive right to use and occupy the premises demised thereunder, and the Company has not entered into any Owned Real Property lease or sublease granting any Person the right to occupy or use (or the option to exercise the right to occupy or use) all or any portion of such premises.
(d) Except with respect to Intellectual Property, the tangible and intangible assets used by the Acquired Companies in the operation of their business:
(i) belong to or may be lawfully used by the Acquired Companies, free and clear of any Leased Real Property Lien, other than (A) Liens for current Taxes and assessments not yet past due, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the Ordinary Course of Business, and (D) Liens and other imperfections of title and encumbrances that do not materially reduce the value of the asset subject thereto or impair its use by the Acquired Companies; and
(ii) are sufficient for the continuation of the business of the Acquired Companies after the Closing in substantially the same manner as it is currently conducted.
(e) The Acquired Companies have taken all material respects commercially reasonable efforts to maintain the rights of the Acquired Companies to their assets, whether tangible or intangible.
(f) The tangible assets owned or used by the Acquired Companies are in good operating condition and repair, repair taking into account normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereintear.
(dg) Other than any actions taken due There has been no termination of, or threat to a “shelter in place,” “non-essential employee” or similar direction terminate, the right of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Acquired Company to use or possess any Leased Real Property by such party of its assets, whether tangible or intangible, that are necessary for the purposes for which it is currently being used. To continuation of the Company’s knowledge, there are no latent defects or adverse physical conditions affecting business of the Leased Real Property, and improvements thereonAcquired Companies.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Merger Agreement (Allergan Inc)
Real Property; Title to Assets. (a) Section 4.12(a3.14(a) of the Company Disclosure Schedules Schedule sets forth a true, correct true and complete list of any all real property (and any interest owned in any real property) currently owned fee by the Group Companies Company or any of its Subsidiaries (collectively, the “Company Owned Real Property”), including ) and the street address of any such for each Company Owned Real Property. With respect The Company or any of its Subsidiaries, as the case may be, holds good and valid indefeasible fee simple title to each parcel of the Company Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any all Liens, other than except for Permitted Liens; and (ii) no Group . Neither the Company nor any of its Subsidiaries has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for Other than the Owned Real Property, no Group Company (nor any rights of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, Parent pursuant to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession , there are no outstanding options, rights of first offer or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right rights of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any purchase such Company Owned Real Property or any portion thereof or interest therein Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, all buildings, structures, improvements and fixtures located on the Company Owned Real Property are in a state of good operating condition and are sufficient for the continued conduct of business in the ordinary course, subject to reasonable wear and tear. Neither the Company nor any of its Subsidiaries is a party to any agreement or option to purchase any real property or interest therein.
(b) Section 4.12(b3.14(b) of the Company Disclosure Schedule lists sets forth (i) a true and complete list of all real property leased, licensed subleased or otherwise occupied by the street Company or any of its Subsidiaries (collectively, the “Company Leased Real Property”), (ii) the address of for each parcel of Company Leased Real Property, and sets forth (iii) a list listing of the applicable lease, sublease or other agreement therefor and any and all amendments and modifications relating thereto (the “Company Lease Agreements”). No Company Lease Agreement is subject to any Lien, including any right to the use or occupancy of any Company Leased Real Property, other than Permitted Liens. The Company has made available to Parent a true and complete copy of each leasesuch Company Lease Agreement, sublease, license or occupancy agreement pursuant to which a Group and in the case of any oral Company leases, subleases, licenses or occupies any real property (eachLease Agreement, a “Lease”), with the name written summary of the lessor material terms of such Company Lease Agreement. With respect to each of the Company Lease Agreements: (i) the Company’s or any other party theretoits applicable Subsidiary’s possession and quiet enjoyment of the Company Leased Real Property under such Company Lease Agreement has not been disturbed, and to the Knowledge of the Company as of the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectivelythis Agreement, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leasesmaterial disputes with respect to such Company Lease Agreement; (ii) the Company or its applicable Subsidiary has not subleased, subleases, sublicenses, concessions licensed or other contracts granting to otherwise granted any person other than the applicable Group Company Person the right to use or occupy such Company Leased Real Property or any portion thereof; (iii) the Company or its applicable Subsidiary has not collaterally assigned or granted any other security interest in such Company Lease Agreement or any interest therein; (iv) the Company or its applicable Subsidiary has not defaulted under its applicable Company Lease Agreement and all rent payments thereunder are current; (v) the Company does not have Knowledge as of the date of this Agreement of any default by the landlord or lessor under any Company Lease Agreement; and (vi) all rents, required deposits and additional rents due to date pursuant to such Company Lease Agreements have been paid in full.
(c) The Company Owned Real Property and the Company Leased Real Property are referred to collectively herein as the “Company Real Property”. The Company Real Property comprises all of the real property used or intended to be used in, or otherwise related to, the business of the Company. Except as has not had and would not reasonably be expected to have a Company Material Adverse Effect, (i) each parcel of Company Real Property is in compliance with all existing Laws applicable to such Company Real Property, (ii) as of the date of this Agreement, neither the Company nor any of its Subsidiaries has received written notice of any Proceedings in eminent domain, condemnation or other similar Proceedings that are pending, and to the Company’s Knowledge there are no such Proceedings threatened, affecting any portion of the Company Real Property, (iii) the Company Real Property is not subject to any easement, covenant, condition, restriction or similar provision in any instrument of record or other unrecorded agreement affecting such Company Real Property, and (iiiv) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any Knowledge of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof constituting or located on the Company Real Property are is in all material respects in reasonably good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property repair (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer ) and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or sufficient for the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest thereincurrent use.
(d) Other than any actions taken due to The Company or a “shelter in place,” “non-essential employee” or similar direction Subsidiary of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal good and valid marketable title to, or, in the case of Leased Real Property or a valid and assets, valid binding leasehold or subleasehold interests other interest in, all tangible personal property necessary for the conduct of the business of the Company and its properties and assetsSubsidiaries, tangible and intangibletaken as a whole, real, personal and mixed, used or held for use in its businessas currently conducted, free and clear of all Liens other than (except for Permitted Liens) except as has not had and would not reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Merger Agreement (Synacor, Inc.)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth TortoiseCorp in Section 4.12(b) of the Company Disclosure Schedule, Virtual Data Room.
(i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Propertyreal property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group the Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise Other than due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group the Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the aggregate, be material to the Company’s knowledge, there . There are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon, other than those that would not have a Company Material Adverse Effect.
(ed) Each Group The Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, be material to the Company.
Appears in 1 contract
Samples: Business Combination Agreement (Tortoise Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a4.13(a) of the Company Disclosure Schedules sets forth a true, correct and complete list Schedule lists each parcel of any real property (and any interest in any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of Company or any Company Subsidiary. Each such Owned Real Property. With respect to each parcel of Owned Real Property, real property (i) the applicable Group Company has good, valid and marketable fee simple title, is owned free and clear of all mortgages, pledges, liens, security interests, conditional and installment sale agreements, encumbrances, charges or other claims of third parties of any kind, including any easement, right of way or other encumbrance to title, or right of first refusal, right of first offer or similar right (collectively, “Liens”), other than (A) Liens for current Taxes and other governmental charges and assessments not yet payable or that are being contested in good faith or for which adequate reserves have been established in accordance with GAAP, (B) inchoate mechanics’ and materialmen’s Liens for construction in progress, (C) workmen’s, repairmen’s, warehousemen’s and carriers’ Liens arising in the ordinary course of business of the Company or such Company Subsidiary consistent with past practice, (D) all matters of record, Liens and other imperfections of title and encumbrances that would not materially impair the continued use and utility of such property encumbered thereby, (E) zoning restrictions, survey exceptions, utility easements, rights of way and similar Liens imposed by any Governmental Authority, (F) interests of any lessee in any leased property, (G) transfer restrictions imposed by applicable securities Laws and (H) Liens that do not materially adversely affect the use and enjoyment of such real property (collectively, “Permitted Liens; ”), and (ii) no Group Company has leased is neither subject to any governmental decree or order to be sold nor being condemned, expropriated or otherwise granted to taken by any Person the right to use public authority with or occupy such Owned Real Property or any portion thereofwithout payment of compensation therefor, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending ornor, to the knowledge of the Company, threatened in writinghas any such condemnation, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property expropriation or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not taking been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest thereinproposed.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there There are no contractual or legal restrictions that preclude or restrict in any material respect the ability of any Group Company to use any Leased Real Property real property owned or leased by such party the Company or any Company Subsidiary for the purposes for which it is currently being used. To the Company’s knowledge, there There are no material latent defects or material adverse physical conditions affecting the Leased Real Propertyreal property, and improvements thereon, owned or leased by the Company or any Company Subsidiary other than those that would not have a Material Adverse Effect.
(ec) Each Group of the Company and the Company Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property leased properties and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all any Liens (other than Permitted Liens). Each of the Company and the Company Subsidiaries are in material compliance with applicable Law with respect to the real properties owned or leased by it.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Penn Millers Holding Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, and license or occupancy agreement pursuant to which a Group the Company or any Company Subsidiary leases, subleases, subleases or licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the each Lease in connection therewith therewith, and each material amendment to any of the foregoing amendment, modification, supplement, extension, renewal and guaranty thereof or thereto (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, SPAC.
(i) there There are no leases, subleases, sublicenses, concessions or other contracts Contracts granting to any person Person other than the applicable Group Company or Company Subsidiaries the right to use or occupy all or any portion of the Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as other than those that would notnot reasonably be expected have a Company Material Adverse Effect. If required by Law to be registered, individually each applicable Lease has been registered. The applicable Company Group Member has not received: (1) any notice of termination, rescission, avoidance or repudiation of the Lease and, to the knowledge of the Company, no event has occurred which may be grounds for termination, rescission, avoidance or repudiation of the Lease; (2) any notice requiring material work to be done or expenditure to be made on or in respect of any of the aggregate, be material properties subject to such Group Company. No Group Company has subleased, sublicensed or otherwise granted a Lease; and (3) any notice from a Governmental Authority related to any person any right to use, occupy or possess any portion of the Leased Real Propertyproperties subject to a Lease that will, or would be reasonably likely to, materially affect any Company Group Member’s use and enjoyment of the relevant property or give rise to any material liability for any Company Group Member. There are no current material disputes in connection with or arising out of the Lease involving a Company Group Member and, to the knowledge of the Company, no such disputes are pending or threatened.
(c) All Improvements There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any Company Subsidiary to any Owned Real Property and use any Leased Real Property by such party for the purposes for which it is currently being used other than those that would not reasonably be expected to have a Company Material Adverse Effect. The Leased Real Property, and the improvements thereon, are in compliance with all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respectsapplicable laws, in good operating repair and in good condition and repair, reasonable and (ordinary wear and tear excepted), and there are no patent or latent defects or adverse physical conditions except other than those that would not reasonably be expected to have a Company Material Adverse Effect. No Group Since January 1, 2019, there has not been any material interruption in the delivery of adequate service of any utilities required in the operation of the business of the Company or any Company Subsidiary currently conducted on the Leased Real Property and neither the Company nor any Company Subsidiary has experienced any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or at the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction Each of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for and the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not reasonably be expected to have a Company Material Adverse Effect. The Leased Real Property constitutes all of the real property interests owned, used or held for use in the conduct of the business of the Company and the Company Subsidiaries.
Appears in 1 contract
Samples: Business Combination Agreement (Decarbonization Plus Acquisition Corp II)
Real Property; Title to Assets. (a) Section 4.12(a) of the The Company Disclosure Schedules sets forth a true, correct and complete list of any real property (and any interest in does not own any real property) currently owned by the Group Companies (the “Owned Real Property”), including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Property, (i) the applicable Group Company has good, valid and marketable fee simple title, free and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted to any Person the right to use or occupy such Owned Real Property or any portion thereof, except as set forth on Section 4.12(a) of the Company Disclosure Schedules. No Group Company has received written notice of any contemplated condemnation, special assessment, rezoning or other Action affecting any parcel of Owned Real Property or any portion thereof. Except for the Owned Real Property, no Group Company (nor any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b3.12(b) of the Company Disclosure Schedule Letter lists as of the date of this Agreement the street address of each parcel of real property leased by each Group Company (the “Leased Real Property”) in respect of which the Group Company is required to make payments, and sets forth a list list, as of the date of this Agreement, of each lease, sublease, and license or occupancy agreement pursuant to which a the Group Company leases, subleasessubleases or licenses any Leased Real Property (together with each material amendment thereto, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents Leases have been made available to ParentGF. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, sublicenses, concessions or other contracts granting to any person Person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (iii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and (ii) there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Knowledge of the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, reasonably be material expected to such Group Company. No Group have a Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real PropertyMaterial Adverse Effect.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise Other than due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental AuthorityCOVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To , except as would not, individually or in the Company’s knowledgeaggregate, there are no latent defects or adverse physical conditions affecting the Leased Real Property, have and improvements thereonwould not reasonably be expected to have a Company Material Adverse Effect.
(ed) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens, except as would not, individually or in the aggregate, reasonably be expected to have a Company Material Adverse Effect.
Appears in 1 contract
Samples: Business Combination Agreement (Golden Falcon Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a4.08(a) of the Company Disclosure Schedules sets forth a true, correct the address and complete list description of any each parcel of real property (and any interest in any real property) currently owned by the Group Companies Company or any Company Subsidiary (the “Owned Real Property”), including . Either the street address of any such Company or a Company Subsidiary owns good and valid title in fee simple to the Owned Real Property, free and clear of all liens other than Permitted Encumbrances. With respect to Copies of each recorded deed for each parcel of Owned Real Property, (i) the applicable Group Company has good, valid Property and marketable fee simple title, free all title insurance policies and clear of any Liens, other than Permitted Liens; and (ii) no Group Company has leased or otherwise granted surveys relating to any Person the right to use or occupy such Owned Real Property or any portion thereofProperty, except as set forth on Section 4.12(a) in each case to the extent in the possession of the Company Disclosure Schedulesand its Subsidiaries, have been made available to Parent. No Group Company has received written notice There are no outstanding options, rights of any contemplated condemnation, special assessment, rezoning first offer or other Action affecting any parcel rights of first refusal to purchase the Owned Real Property or any portion thereof. Except for the Owned Real Property, There are no Group Company (nor condemnation or eminent domain proceedings of any of their respective predecessors-in-interest) has owned any real property or any interest in any real property within the last five years. There is no Action kind pending or, to the knowledge Knowledge of the Company, threatened in writing, against any Group Company relating to Owned Real Property. None of the Owned Real Property that wouldis subject to any lease, if determined adversely sublease, license or other agreement granting to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents with respect other Person any right to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation use or occupancy of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option or right of first refusal or first opportunity to any person to acquire, sublease or otherwise encumber any such Owned Real Property or any portion thereof or any interest thereinpart thereof.
(b) Section 4.12(b4.08(b) of the Company Disclosure Schedule lists the street address identifies, as of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any this Agreement, all of the foregoing real property devised by leases or subleases (collectively, the “Lease DocumentsLeases”) to the Company or any of the Company Subsidiaries (collectively, the “Leased Real Property”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in on Section 4.12(b4.08(b) of the Company Disclosure Schedule, (i) there are no leaseseach Lease (A) constitutes a valid and binding obligation of the Company or the Company Subsidiary party thereto and (B) assuming such Lease is binding and enforceable against the other parties thereto, subleasesis enforceable against the Company or the Company Subsidiary party thereto, sublicensesexcept that such enforcement may be limited by the Enforceability Exceptions, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases none of the Company or any of the Company Subsidiaries are in full force and effectbreach or default in any material respect under any Lease, are valid and enforceable in accordance with their respective terms, subject (iii) to the Remedies ExceptionsKnowledge of the Company, and there is not, under any of such Leases, any existing default no event has occurred or event of default (or event which, condition exists that with notice or lapse of time, or both, would constitute a default) material default by the applicable Group Company or, or any of the Company Subsidiaries under any of the Leases and (iv) to the Knowledge of the Company’s knowledge, by the other party to such Leases, except as would not, individually no counterparty is in breach of or default in the aggregate, be any material to such Group Companyrespect under any Lease. No Group The Company has subleaseddelivered or made available to Parent true, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion complete and correct copies of each of the Leased Real PropertyLeases.
(c) All Improvements to any Owned Real Property The Company and any Leased Real Property the Company Subsidiaries own each of the items of material tangible personal property reflected on the Latest Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business since the Latest Balance Sheet Date), free and clear of all Encumbrances, except for (i) Encumbrances identified or described in Section 4.08(c) of the Company Disclosure Schedule and (ii) Permitted Encumbrances. The material tangible personal properties owned or leased by the Company and the Company Subsidiaries are in all material respects suitable for the purposes for which they are intended and in good operating condition and repairrepair consistent with industry standards, normal except for ordinary wear and tear exceptedtear, and are adequate free from defects other than such minor defects as do not interfere with the intended use thereof in the conduct of normal operations.
(d) Following the consummation of the Reorganization, the Surviving Corporation, Intermedix Staffing, Inc., Advanced Data Processing, Inc. and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbingMed Media, electrical, and heating, ventilating, and air conditioning systems), areInc. shall 33 have, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions all the assets reasonably required to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
operate their respective businesses (d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liensthe systems business transferred to EMS Parent,) in substantially the same manner as such operations are currently conducted as of immediately prior to the date hereof.
Appears in 1 contract
Samples: Merger Agreement (R1 RCM Inc.)
Real Property; Title to Assets. (a) Section 4.12(a3.13(a) of the Company Disclosure Schedules sets forth a true, correct and complete list Schedule lists by address each parcel of any real property (and any interest in any real property) currently owned by the Group Companies Company or any Subsidiary (the “"Owned Real Property”Properties"). There are no material leases, including the street address of any such Owned Real Property. With respect to each parcel of Owned Real Propertysubleases, (i) the applicable Group Company has goodlicenses, valid and marketable fee simple titleoccupancy agreements, free and clear of any Liensoptions, rights, concessions or other than Permitted Liens; and (ii) no Group Company has leased agreements or otherwise granted arrangements, written or oral, granting to any Person the right to purchase, use or occupy such any of the Owned Real Property or any portion thereof, except as set forth on Properties.
(b) Section 4.12(a3.13(b) of the Company Disclosure SchedulesSchedule lists by address each parcel of real property leased or subleased by the Company or any Subsidiary for which the annual rental payments exceeds $50,000 (the "Leased Properties" and together with the Owned Properties, the "Properties"). No Group True and complete copies of all agreements under which the Company or any of its Subsidiaries leases or subleases, together with all amendments and assignments, the Leased Properties have been provided or made available to Parent and Merger Sub. To the extent that any Person other than the Company or its Subsidiaries has received written notice a right to use or occupy any portion of any contemplated condemnationof the Leased Properties, special assessmentsuch right(s) would not reasonably be expected to have a Company Material Adverse Effect. Except as has not had, rezoning or other Action affecting any parcel of Owned Real Property and would not reasonably be expected to have, a Company Material Adverse Effect, (i) each agreement under which the Company or any portion thereof. Except for Subsidiaries leases or subleases the Owned Real PropertyLeased Properties is a legal, no Group valid and binding obligation of the Company or such Subsidiary, as applicable, in full force and effect and enforceable against the Company or such Subsidiary in accordance with its terms, subject to the effect of any applicable bankruptcy, insolvency (including all Laws relating to fraudulent transfers), reorganization, moratorium or similar Laws affecting creditors' rights generally and subject to the effect of general principles of equity, (ii) to the knowledge of the Company, each such agreement is a legal, valid and binding obligation of the counterparty thereto, in full force and effect and enforceable against such counterparty in accordance with its terms, and (iii) neither the Company nor any of their respective predecessors-in-interestits Subsidiaries is and, to the Company's knowledge, no counterparty is, in breach or violation of, or in default under, any such agreement.
(c) The Company or one of its Subsidiaries (i) has owned any real property good title to all of their material properties and assets, and (ii) owns or has a valid leasehold interest in all of the Properties, free and clear of all Liens, except (i) Liens for current taxes and assessments not yet past due, (ii) inchoate mechanics' and materialmen's Liens for construction in progress, (iii) workmen's, repairmen's, warehousemen's and carriers' Liens arising in the ordinary course of business of the Company or such Subsidiary consistent with past practice if the underlying obligations are not more than 30 days past due or are being contested in good faith, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere with the conduct of the businesses of the Company or any interest of its Subsidiaries taken as a whole (collectively, "Permitted Liens"). Except as set forth in any real property within Section 3.13(c) of the last five years. There is Company Disclosure Schedule, there are no Action material pending or, to the knowledge of the Company, threatened in writing, against any Group Company relating to the Owned Real Property that would, if determined adversely to such Group Company, materially and adversely affect the applicable Group Company’s operations at such Real Property or such Group Company’s ability to perform its obligations under this Agreement. No Group Company is in possession or control of any material documents condemnation proceedings with respect to the Owned Real Property, including but not limited to, with respect to the use, occupancy, and operation of the Owned Real Property, that have not been delivered to the Parent. No Group Company has granted any option Property or right of first refusal litigation or first opportunity administrative actions relating to any person to acquire, sublease or otherwise encumber any Owned Real Property or any portion thereof or any interest therein.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and sets forth a list of each lease, sublease, license or occupancy agreement pursuant to which a Group Company leases, subleases, licenses or occupies any real property (each, a “Lease”), with the name of the lessor or any other party thereto, and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to Parent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person other than the applicable Group Company the right to use or occupy any Leased Real Property, and (ii) all such Leases are in full force and effect, are valid and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the applicable Group Company or, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to such Group Company. No Group Company has subleased, sublicensed or otherwise granted to any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) All Improvements to any Owned Real Property and any Leased Real Property are in all material respects in good operating condition and repair, normal wear and tear excepted, and are adequate and suitable for the uses to which they are being put. All building systems located at or on the Owned Real Property and the Leased Real Property (including plumbing, electrical, and heating, ventilating, and air conditioning systems), are, in all material respects, in good operating condition and repair, reasonable and ordinary wear and tear excepted. No Group Company has any material disruptions to its operations arising out of any recurring loss of electrical power, flooding, limitations to access to public sewer and water or restrictions on septic service or otherwise due to inadequate maintenance or repair of any of any building systems or the buildings and structures located at or on, or comprising a part of, the Owned Real Property and Leased Real Property. No Group Company has granted any option or right of first refusal or first opportunity to any party to acquire, sublease or otherwise encumber any Owned Real Property or Leased Real Property, or any portion thereof or any interest therein.
(d) Other than any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, there are no contractual or legal restrictions that preclude or restrict the ability of any Group Company to use any Leased Real Property by such party for the purposes for which it is currently being used. To the Company’s knowledge, there are no latent defects or adverse physical conditions affecting the Leased Real Property, and improvements thereon.
(e) Each Group Company has legal and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its business, free and clear of all Liens other than Permitted Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
