Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens. (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 pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”), with the name of the lessor 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 VectoIQ. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy 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 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 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 the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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. (d) Each 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.
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Samples: Business Combination Agreement (VectoIQ Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) None of the Company Disclosure Schedule sets forth or any of its subsidiaries owns, or has in the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Propertypast ten (10) years owned, free and clear of all Liens other than Permitted Liensany real property.
(b) Section 4.12(bSchedule 4.22(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 pursuant to which real property currently leased or subleased by the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”)of its subsidiaries, with the name of the lessor 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 delivered to VectoIQComVest. Except as otherwise set forth would not, individually or in Section 4.12(b) of the Company Disclosure Scheduleaggregate, (i) there are no leaseshave a Material Adverse Effect, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any real property, and (ii) all such Leases current leases and subleases are in full force and effect, effect and 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 Company or any Company Subsidiary of its subsidiaries 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 the Company and the Company Subsidiaries, taken as a whole. 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 Propertysuch leased premises.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of to use any real property owned or leased by the Company or Company Subsidiary to use any Owned Real Property or Leased Real Property by such party of its subsidiaries for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, except and improvements thereon, owned or leased by the Company or any of its subsidiaries other than those that would not, individually or in the aggregate, have a Material Adverse Effect.
(d) Except as set forth in Schedule 4.22(d) or as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each , each of the Company and the Company Subsidiaries its 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 any liens or other than Permitted Liensencumbrances, except as would notfor such imperfections of title, individually or in if any, that do not interfere with the aggregate, be material to present value of the Company and the Company Subsidiaries, taken as a wholesubject property.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Fischer Imaging Corp)
Real Property; Title to Assets. (a) Section 4.12(a) Except as would not have a Company Material Adverse Effect, each of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company and its Subsidiaries has good and valid marketable title in fee simple to the each parcel of Owned Real Property, free and clear of all Liens other than Encumbrances, except Permitted LiensEncumbrances.
(b) Section 4.12(b) The Company has made available to Parent copies 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 pursuant to all Leases under which the Company or any Company Subsidiary leases, subleases of its Subsidiaries uses or licenses and real property (each, a “Lease”), with the name of the lessor 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 VectoIQ. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions occupies or other contracts granting to any person any than the Company or Company Subsidiaries has the right to use or occupy any real propertyLeased Real Property that is material to the business of the Company and its Subsidiaries taken as a whole (and all modifications, amendments and supplements thereto). Except as would not reasonably be expected to 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 clear of all Encumbrances, except Permitted Encumbrances. Each Lease is valid, binding and 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 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 Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would notnot have, individually or in the aggregate, be material to the a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. Neither the Company, Company nor any Company Subsidiaryof its applicable Subsidiaries is in breach or violation of, has subleased, sublicensed or otherwise granted to default under any person any right to use, occupy or possess any portion of the Leased Real Property.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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, Lease except as would notnot reasonably be expected to have, individually or in the aggregate, be material a Company Material Adverse Effect.
(c) As of the date of this Agreement, no party to any Lease has given written notice to the Company and or any of its Subsidiaries of or made a written claim against the Company Subsidiaries, taken or any of its Subsidiaries with respect to any material breach or default thereunder.
(d) Except as a whole. 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.
, the Company and its Subsidiaries have good and marketable title to, or a valid and binding leasehold interest in, all other properties and assets (dexcluding Owned Real Property, Leased Real Property and Intellectual Property) Each that are material to the business of the Company and the Company its Subsidiaries has legal and valid title to, ortaken as a whole, in the each 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 LiensEncumbrances, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a wholePermitted Encumbrances.
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Real Property; Title to Assets. (a) Section 4.12(a) None of the Company Disclosure Schedule sets forth or any of its subsidiaries owns, or has in the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Propertypast ten (10) years owned, free and clear of all Liens other than Permitted Liensany real property.
(b) Section 4.12(bSchedule 4.22(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 pursuant to which real property currently leased or subleased by the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”)of its subsidiaries, with the name of the lessor 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”"LEASE DOCUMENTS"). True, correct and complete copies of all Lease Documents have been made available delivered to VectoIQComVest. Except as otherwise set forth would not, individually or in Section 4.12(b) of the Company Disclosure Scheduleaggregate, (i) there are no leaseshave a Material Adverse Effect, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any real property, and (ii) all such Leases current leases and subleases are in full force and effect, effect and 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 Company or any Company Subsidiary of its subsidiaries 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 the Company and the Company Subsidiaries, taken as a whole. 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 Propertysuch leased premises.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of to use any real property owned or leased by the Company or Company Subsidiary to use any Owned Real Property or Leased Real Property by such party of its subsidiaries for the purposes for which it is currently being used. There are no material latent defects or material adverse physical conditions affecting the real property, except and improvements thereon, owned or leased by the Company or any of its subsidiaries other than those that would not, individually or in the aggregate, have a Material Adverse Effect.
(d) Except as set forth in Schedule 4.22(d) or as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each , each of the Company and the Company Subsidiaries its 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 any liens or other than Permitted Liensencumbrances, except as would notfor such imperfections of title, individually or in if any, that do not interfere with the aggregate, be material to present value of the Company and the Company Subsidiaries, taken as a wholesubject property.
Appears in 1 contract
Samples: Note and Warrant Purchase Agreement (Fischer Imaging Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdoes not own any real property.
(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 the Company or any Company Subsidiary leases, subleases subleases, licenses or licenses and 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 VectoIQGX 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, subleases, sublicenses, concessions or other contracts granting to any person any other than the Company or Company Subsidiaries the right to use or occupy any real propertyLeased 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the 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 the Company and the Company Subsidiaries, taken as a whole. 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) There 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 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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.
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Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b3.12(a) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Propertyreal property that is the location of a steel plant of, or that is otherwise material to, the Company and sets forth the Material Company Subsidiaries taken as a list of each lease, sublease, whole and license pursuant to which is owned by the Company or any Material Company Subsidiary leases, subleases or licenses and Subsidiary. Each such parcel of real property (eachi) is owned free and clear of all mortgages, a 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 (collectively, “LeaseLiens”), 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 of the Company or such Material Company Subsidiary consistent with past practice and (D) all matters of record, Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a Company Material Adverse Effect (collectively, “Permitted Liens”) and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public 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 each parcel of real property that is the location of a steel plant of, or that is otherwise material to, the Company and the Material Company Subsidiaries and is leased or subleased by the Company or any Material Company Subsidiary, with the name of the lessor and the date of the Lease lease, sublease, assignment of the lease or leasing commissions payable by the Company or any Company 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 VectoIQParent by the Company. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 Company or any Material 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 the Company and the Company Subsidiaries, taken as a whole. 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 Propertysuch leased premises.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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.
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Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth lists the Owned Real Propertystreet address of each parcel of real property owned by the Company or any Company Subsidiary. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, each parcel of owned real property free and clear of all Liens other than Permitted Liens.
(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 pursuant to which real property currently leased or subleased by the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”)Subsidiary, with the name of the lessor and the date of the Lease lease or sublease 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 VectoIQPensare. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 event which, with notice or lapse of time, or both, would constitute a default) by the 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 the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or Company Subsidiary to use any Owned Real Property real property owned or Leased Real Property leased 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. There are no latent defects or adverse physical conditions affecting the Owned Real Property or 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.
(d) Each of the Company and the Company Subsidiaries 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 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(a4.14(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Except as set forth in Section 4.14(a) of the Company Disclosure Schedule, the Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b4.14(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 pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and any real property (each, a “Lease”), with the name of the lessor 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 VectoIQGigCapital2. Except as otherwise set forth in Section 4.12(b4.14(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to, and neither the Company nor any Company Subsidiary is a party to any person any than lease, sublease, concession or other contract granting to the Company or Company Subsidiaries Subsidiaries, the right to use or occupy 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 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 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, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each Except as set forth in Section 4.14(d) of the Company Disclosure Schedule, each 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
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdoes not own any real property.
(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, and license pursuant to which the Company or any Company Subsidiary of its subsidiaries leases, subleases or licenses and real property (each, a “Lease”), with the name of the lessor 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 ) in effect as of all Lease Documents the date of this Agreement have prior to the date of this Agreement been made available to VectoIQ. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, Kensington.
(i) there There are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries its subsidiaries the right to use or occupy 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 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 Company or any Company Subsidiary orapplicable subsidiary of the Company, to the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a wholeCompany. Neither the Company, Company nor any Company Subsidiary, 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.. Table of Contents
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or Company Subsidiary any of its subsidiaries 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 would not, individually or in the aggregate, be material to the Company and Company. To the Company SubsidiariesCompany’s knowledge, taken as a whole. 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.
(d) Each of the The Company and the Company Subsidiaries each of its 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 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 the Company and the Company Subsidiaries, taken as a wholeCompany.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a4.14(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b4.14(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 pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and any real property (each, a “Lease”), with the name of the lessor 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 VectoIQGigCapital2. Except as otherwise set forth in Section 4.12(b4.14(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to, and neither the Company nor any Company Subsidiary is a party to any person any than lease, sublease, concession or other contract granting to the Company or Company Subsidiaries Subsidiaries, the right to use or occupy 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 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 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, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There Other than the COVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and assetsProperty, valid leasehold or subleasehold interests in, all of its properties and assets, tangible and intangible, real, personal and mixed, real property 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
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b3.12(a) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Propertyreal property that is the location of a steel plant of, or that is otherwise material to, the Company and sets forth the Material Company Subsidiaries taken as a list of each lease, sublease, whole and license pursuant to which is owned by the Company or any Material Company Subsidiary leases, subleases or licenses and Subsidiary. Each such parcel of real property (eachi) 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 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 (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 of the Company or such Material Company Subsidiary consistent with past practice and (D) all matters of record, Liens and other imperfections of title and encumbrances that would not, individually or in the aggregate, have a “Lease”)Company Material Adverse Effect (collectively, "Permitted Liens") and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public 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 each parcel of real property that is the location of a steel plant of, or that is otherwise material to, the Company and the Material Company Subsidiaries and is leased or subleased by the Company or any Material Company Subsidiary, with the name of the lessor and the date of the Lease lease, sublease, assignment of the lease or leasing commissions payable by the Company or any Company 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 VectoIQParent by the Company. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 Company or any Material Company 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 the Company and the Company Subsidiaries, taken as a whole. 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 Propertysuch leased premises.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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
Real Property; Title to Assets. (a) Section 4.12(a5.8(a) of the Company Disclosure Schedule sets forth a true and complete list of all of the real property (by street address) owned or held in perpetual usufruct by the Company or any of its Subsidiaries (such properties, collectively, the “Owned Real Property”). The Company or one of the Company its Subsidiaries has good and valid marketable title in fee simple to the Owned Real Property, free and clear of all Liens other than subject to Permitted LiensEncumbrances.
(b) Section 4.12(b5.8(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 leaseall of the real property leases, subleasesubleases or other occupancies (collectively, and license pursuant the “Leases”) to which the Company or any Company Subsidiary leases, subleases or licenses and of its Subsidiaries is a party as tenant for real property (each, a “Lease”), with the name of the lessor and the date of the Lease in connection therewith and each material amendment to any of the foregoing (collectively, the “Lease DocumentsLeased Real Property”). TrueThe Company and its Subsidiaries, correct as applicable, hold a valid and complete copies existing leasehold interest under each of the Leases to which it is a party for the terms set forth therein, free and clear of all Lease Documents have been made available to VectoIQEncumbrances (other than any Permitted Encumbrances). Except as otherwise set forth would not, individually or in Section 4.12(b) the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, all of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any real property, and (ii) all such 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 Leasesits Subsidiaries nor, to the Knowledge of the Company, any existing other party to the Lease, is in material default breach of or event of default (taken or event failed to take any act which, with notice or without notice, lapse of time, or both, would constitute a defaultmaterial default under any Lease that would, individually or in the aggregate, reasonably be expected 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 or be material to the Company and its Subsidiaries, taken as a whole.
(c) Other than any exception which would not, individually or in the aggregate, reasonably be expected to be, individually or in the aggregate, material to the Company and its Subsidiaries, the Company and its Subsidiaries own each of the items of material tangible personal property reflected on the Latest Company Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of since the Latest Company Balance Sheet Date), free and clear of all Encumbrances, except for (i) Encumbrances identified or described in Section 5.8(c) of the Company Disclosure Schedule and (ii) Permitted Encumbrances. Except as would not, individually or in the aggregate, reasonably be expected to be material to the Company and its Subsidiaries, the Company and its Subsidiaries maintain reasonable policies, practices and procedures with respect to the security and safeguard of inventories and other tangible assets (including with respect to employee and third-party theft and other loss).
(d) 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, (i) the use and operation of the Owned Real Property and the Leased Real Property by the Company and its Subsidiaries do not violate in any material respect any material Law, covenant, condition, restriction, easement, license, Permit or any Company Subsidiary oragreement and (ii) there are no Actions pending nor, to the Knowledge of the Company’s knowledge, by threatened against or affecting the other party Owned Real Property, the Leased Real Property or any portion thereof or interest therein in the nature or in lieu of condemnation or eminent domain proceedings.
(e) To the Knowledge of the Company, all buildings, structures, improvements, fixtures, building systems and equipment, and all components thereof, included in the Owned Real Property and the Leased Real Property (the “Improvements”) are, in all material respects, in serviceable operating condition and repair (giving due account to such Leasesthe age and length of use of the same, except as would notordinary wear and tear excepted). To the Knowledge of the Company, there are no structural deficiencies or latent defects affecting any of the Improvements and there are no facts or conditions affecting any of the Improvements which would, individually or in the aggregate, be material to the Company and the Company its Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b3.11(a) 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 pursuant to which real property owned by the Company or any Company Subsidiary (the "Real Property"). The Company or any Company Subsidiary has good, valid and marketable title to all of the Real Property, in each case free and clear of all mortgages, pledges, liens, leases, subleases security interests, conditional and installment sale agreements, encumbrances, charges or licenses 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 (i) liens for current taxes and assessments not yet past due or being contested in good faith, (ii) inchoate liens for construction in progress, (iii) mechanics', materialmen's, 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 for sums not yet delinquent or being contested in good faith by appropriate proceedings, and (iv) all Liens and other imperfections of title (including matters of record) and encumbrances that do not materially interfere individually or in the aggregate with the conduct of the business of the Company and the Company Subsidiaries, taken as a whole, materially detract from the value or use of the Real Property or have, individually or in the aggregate, a Company Material Adverse Effect (collectively, "Permitted Liens").
(b) Section 3.11(b) of the Company Disclosure Schedule lists by address each parcel of real property leased or subleased by the Company or any Company Subsidiary that is currently used in, and material to, the conduct of the business of the Company and the Company Subsidiaries (eachtogether with all other real property leased by the Company and the Company Subsidiaries, a “Lease”the "Leased Properties"), with the name of the lessor 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 VectoIQlease or sublease. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy 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 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 Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as would notnot have, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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, the Company or one of the Company Subsidiaries has the right to the use and occupancy of the Leased Properties, subject to the terms of the applicable Lease and Permitted Liens. The Company or any Company Subsidiary has good leasehold title to the material Leased Properties, subject to Permitted Liens. There is no pending or, to the Company's knowledge, overtly threatened eminent domain taking affecting any of the material Real Property or the material Leased Properties or any material portion thereof or material interest therein.
(dc) Each of the Company and the Company Subsidiaries has legal is in compliance in all material respects with the terms of all leases to material Leased Properties to which it is a party (each a "Lease" and, collectively, the "Leases"), and each such lease is a legal, valid title toand binding agreement of the Company or the Company Subsidiary, oras the case may be and, to the knowledge of the Company, of each other party thereto, enforceable against the Company or such Company Subsidiary, as the case may be, and, to the knowledge of the Company, against the other party or parties thereto, in the case of Leased Real Property and assetseach case, valid leasehold or subleasehold interests in, all of in accordance with 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 Liensterms, except as would not, individually or in the aggregate, be material to the Company extent that enforcement of the rights and remedies created hereby is subject to bankruptcy, insolvency, reorganization, moratorium and other similar Laws of general application affecting the Company Subsidiaries, taken as rights and remedies of creditors and to general principles of equity (regardless of whether enforceability is considered in a wholeproceeding in equity or at Law).
Appears in 1 contract
Samples: Merger Agreement (Intergraph Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company its Subsidiaries has good and valid title leasehold interest in fee simple to all material respects in the Owned Real leasehold estate for all real property leased, subleased or similarly occupied by the Company or any of its Subsidiaries (the “Company Leased Property”), free and clear of all any Liens (other than Permitted Liens.
(b) Section 4.12(b) of Liens and Liens arising under 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 pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”Columbus Credit Facility), with the name of the lessor 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 VectoIQ. Except as otherwise set forth in Section 4.12(b3.9(a) of the Company Disclosure Schedule, (i) there are is no leases, subleases, concessions or other contracts granting to default under any person any than Company Lease either by the Company or Company its Subsidiaries or, to the right to use or occupy Company’s Knowledge, by any real propertyother party thereto, and (ii) all such Leases are in full force and effectno event, are valid and enforceable in accordance with their respective termsdevelopment, subject to the Remedies Exceptions, and there is not, under any of such Leases, any existing material default circumstance or event of default (or event whichchange has occurred that, with notice or the lapse of time, time or the giving of notice or both, would constitute a default) default by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to Subsidiaries thereunder except for such Leases, except as would notdefaults, individually or in the aggregate, be material that are not reasonably expected to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(db) Each Section 3.9(b) of the Company Disclosure Schedule sets forth a complete and accurate list as of the date of this Agreement of all real property that 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 any of its properties Subsidiaries owns (the “Company Owned Property”). Except as set forth in Section 3.9(b) of the Company Disclosure Schedule, either the Company or one of its wholly-owned Subsidiaries owns valid and assetsmarketable title in fee simple to the Company Owned Property, tangible and intangible, real, personal and mixed, used or held for use in its businessinsurable by a recognized national title insurance company at standard rates, free and clear of all Liens any Liens, other than Permitted Liens, except Liens and Liens arising under the Columbus Credit Facility.
(c) Except as would notnot reasonably be expected to be, individually or in the aggregate, be material to the Company and the Company its Subsidiaries, taken as a whole, the Company and its Subsidiaries own, and have good and valid title to, all tangible assets reflected on the Company Balance Sheet (except for tangible assets sold, used or disposed of in the Ordinary Course of Business since the date of the Company Balance Sheet), free and clear of any Lien (other than Permitted Liens and Liens under the Columbus Credit Facility).
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a6.12(a) of the Company Parent Disclosure Schedule sets forth lists the owner entity and street address of all the real property owned by any Parent or Parent Subsidiary (the “Parent Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens”).
(b) Section 4.12(b6.12(b) of the Company Parent Disclosure Schedule lists the street address of each parcel of the Parent Leased Real Property, Properties and also sets forth a list of each lease, sublease, and license or other agreement pursuant to which the Company Parent or any Company Parent Subsidiary leases, subleases subleases, licenses or licenses and real property otherwise uses or occupies the Parent Leased Real Property (each, a “Parent Lease”), with the street address and name of each other party thereto.
(c) True and complete copies of all the lessor and the date of the Lease in connection therewith Parent Leases and each material amendment to any of the foregoing guaranty, amendment, modification, restatement or supplement thereto (collectively, the “Parent Lease Documents”). True, correct and complete copies of all Lease Documents ) have been made available to VectoIQ. the Company.
(d) Except as otherwise set forth in Section 4.12(b6.12(d) of the Company Parent Disclosure ScheduleSchedule or that does not, individually or in the aggregate, constitute a Material Adverse Effect:
(i) there are no leases, subleases, sublicenses, concessions or other contracts granting to any person any other than Parent or the Company or Company Parent Subsidiaries the right to use or occupy all or any real property, and portion of the Parent Real Property;
(ii) all such Parent Leases are in full force and effect, are valid valid, binding and enforceable in accordance with their respective terms, subject to the Remedies Exceptions, against Parent or the Parent Subsidiaries, as applicable, and, to the knowledge of Parent, the other parties thereto; and there is not, under any of such Parent 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 Company Parent or any Company Parent Subsidiary or, to the Company’s knowledgeknowledge of Parent, by the other party to such Parent Leases; and
(iii) to Parent’s knowledge, except as would not, individually or in the aggregate, be there are no material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company, nor any Company Subsidiary, 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 PropertyParent Lease Documents.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(de) Each of the Company Parent and the Company Parent Subsidiaries has legal and valid title to, or, in the case of the Parent Leased Real Property and assetsProperty, 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 businessBusiness, except as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole.
(f) Except as set forth on Section 6.12(f) of the Parent Disclosure Schedule or as would not reasonably be expected to be material to Parent and the Parent Subsidiaries, taken as a whole, the Parent Real Property is 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
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one nor any of the Company its Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensowns any real property.
(b) Section 4.12(b3.11(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 pursuant to which real property currently leased or subleased by the Company or any Subsidiary (collectively, the “Leased Properties”) and sets forth the Company or the Subsidiary leases, subleases or licenses and real property (each, a “Lease”)holding such leasehold interest, with the name of the lessor 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 VectoIQParent. 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, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 material 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 any Company Subsidiary or, to the applicable Subsidiaries thereunder.
(c) To the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. There there are no latent defects or adverse physical conditions affecting the Owned Real any Leased Property or Leased Real Property, and the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect.
(d) Each The Company and the Subsidiaries own, or have valid leasehold rights to, all 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 and the Company Subsidiaries has legal and valid title to, orDisclosure 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 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 wholelocations.
Appears in 1 contract
Samples: Merger Agreement
Real Property; Title to Assets. (a) Section 4.12(a) 4.12 of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b) of the Company Disclosure Schedule lists the street address of each parcel of Leased Real Property, and Letter sets forth a complete and correct list of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”), with the name of the lessor 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 VectoIQ. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any all real property, property and (ii) all such Leases are interests 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) real property owned by the Company or any Company Subsidiary oras 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 Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to business of the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) 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 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, individually or in the aggregate, reasonably be material expected to have a Company Material Adverse Effect.
(b) All current leases and subleases of real property 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 default or event of default by the Company or any Company Subsidiary or, to the knowledge of the Company, by the other party to such lease or sublease, or person in the chain of title to such leased premises, except, in each case, as would not, individually or in the aggregate, reasonably be expected to have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdoes not own any real property.
(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 the Company or any Company Subsidiary leases, subleases subleases, licenses or licenses and 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 VectoIQParent 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, subleases, sublicenses, concessions or other contracts granting to any person any Person other than the Company or Company Subsidiaries the right to use or occupy any real propertyLeased 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the 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 the Company and the Company Subsidiaries, taken as a whole. Neither the Company, 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) There 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 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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: Merger Agreement (Breeze Holdings Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdoes not own any real property.
(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 the Company or any Company Subsidiary leases, subleases subleases, licenses or licenses and 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 VectoIQParent 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, subleases, sublicenses, concessions or other contracts granting to any person any other than the Company or Company Subsidiaries the right to use or occupy any real propertyLeased 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the 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 the Company and the Company Subsidiaries, taken as a whole. 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) There 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 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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: Merger Agreement (Isleworth Healthcare Acquisition Corp.)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of and the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdo not own any real property.
(b) Section 4.12(b) 5.12 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 pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and any real property (each, a “Lease”), with the name of the lessor and the date of the Lease in connection therewith and each material amendment or supplement to any of the foregoing (collectively, the “Lease Documents”). True, correct and complete copies of all Lease Documents have been made available to VectoIQLOKB. Except as otherwise set forth in Section 4.12(b) of With respect to the Company Disclosure Schedule, Leased Real Property: (i) there are no leases, subleases, sublicenses, concessions or other contracts or other arrangements, whether written or oral, granting to any person any other than the Company or Company Subsidiaries the right to use or occupy any real propertyLeased Real Property and the Company or the Company Subsidiaries are the only occupants 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the Company or Company, any Company Subsidiary 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 the Company and the Company Subsidiarieshas not received any notice of default from any other party to such Leases that remains uncured, taken as a whole. 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 and (iii) none of the Leased Real PropertyCompany or the Company Subsidiaries have assigned, transferred, conveyed, mortgaged, deeded in trust or encumbered any interest in the Leases, except for assignments, transfers, conveyances, mortgages, deeds of trust or other Liens which will be released prior to the Closing.
(c) There Other than due to any COVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any 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. To the knowledge of the Company, there are no material defects or material adverse physical conditions affecting the Leased Real Property or improvements thereon, and to the knowledge of the Company, neither the buildings, structures, facilities, fixtures or other improvements on the Leased Real Property, nor the current use thereof, contravenes or violates any building or zoning laws, or any administrative, occupational safety and health or other applicable law, except in each case, as would notnot reasonably be expected to result in a material adverse effect. The Leased Real Property, individually or in including all buildings, structures, improvements, fixtures, building systems and equipment therein are adequate and suitable for the aggregate, be material to operation of the business of the Company and the Company SubsidiariesSubsidiaries as presently conducted. The Company and the Company Subsidiaries have obtained all governmental permits, taken as a whole. There are no latent defects or adverse physical conditions affecting certificates of occupancy and approvals necessary to legally operate and conduct the Owned Real Property or business of the Company and the Company Subsidiaries at any Leased Real Property, and none of the Company or the Company Subsidiaries have received written notice from any Governmental Authority that any building, structure, facilities or improvements thereon, other than those located on Leased Real Property does not comply in all material respects with valid and current certificates of occupancy or similar permits or that would any such improvements do not have a Company Material Adverse Effectconform with any applicable legal requirements.
(d) Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and leased 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 LiensLiens and, except as to the knowledge of the Company, there are no facts or conditions affecting any of such properties and assets that would notreasonably be expected, individually or in the aggregate, to interfere with the use, occupancy or operation of such properties or assets; provided, however, that this clause (d) shall not be material construed as a representation or warranty with respect to Intellectual Property rights.
(e) Other than the Leased Real Property, the Company and the Company SubsidiariesSubsidiaries (i) do not own, taken lease, occupy or otherwise use any real property, and (ii) do not have any rights or options to own, lease, occupy, or otherwise use any real property. The Leased Real Property constitutes all of the real property necessary for the ownership and operation of the business of the Company and the Company Subsidiaries as a wholecurrently owned and operated and consistent with prudent industry practices.
Appears in 1 contract
Samples: Business Combination Agreement (Live Oak Acquisition Corp II)
Real Property; Title to Assets. (a) Section 4.12(aExcept as set forth in Part 2.6(a) of the Company Disclosure Schedule sets forth Schedule, neither the Owned Real Property. The Company or one nor any of the Company Subsidiaries owns, or has good and valid title in fee simple to the Owned Real Propertyever owned, free and clear of all Liens other than Permitted Liensany real property.
(b) Section 4.12(bPart 2.6(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 pursuant to which real property currently leased or subleased by the Company or any the Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”)Subsidiaries, with the name of the lessor and the date of the Lease lease, sublease, assignment of the lease, any guaranty given or leasing commissions payable by the Company or the Company Subsidiaries 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 delivered to VectoIQParent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 termsterms against the Company or the Company Subsidiaries, subject and to the Remedies Exceptionsknowledge of the Company, against the lessor, 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 Company or any the Company Subsidiary Subsidiaries or, to the Company’s knowledge, by the other party to such Leaseslease or sublease, or person in the chain of title to such leased premises.
(c) Except as set forth in Part 2.6(c) of the Company Disclosure Schedule, the Company and the UK Subsidiary own, and have good and valid and marketable title to, or a valid leasehold interest in, all assets owned or used by them, and own all of such assets (including, without limitation, Proprietary Assets) free and clear of any Encumbrances, except as would notfor (x) any lien for current Taxes not yet due and payable, and (y) liens that have arisen in the ordinary course of business and that do not (individually or in the aggregate, be material to ) materially detract from the Company and value of such assets subject thereto or materially impair the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability operations of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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
Real Property; Title to Assets. (a) Section 4.12(a3.11(a) of the Company Disclosure Schedule sets forth all of the real property owned by the Company and its Subsidiaries (the “Owned Real Property”). The Company or one of the Company Subsidiaries its applicable Subsidiary has good and valid title in fee simple marketable title, or validly granted long term land use rights and building ownership rights, as applicable, to the such Owned Real Property, free and clear of all Liens any Lien, other than Permitted Liens, and there are no outstanding options or rights of first refusal to purchase the Owned Real Property, or any portion of the Owned Real Property or interest therein.
(b) Section 4.12(b) All current leases and subleases of real property entered into by the Company or a Subsidiary that are material to the business of the Company Disclosure Schedule lists and its Subsidiaries taken as a whole (the street address of each parcel of “Leased Real Property, and sets forth a list of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and real property (each, a “Lease”), with the name of the lessor 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 VectoIQ. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 Exceptionsbankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar Laws of generally applicability relating to or affecting creditors’ rights and to general principles of equity, 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 Company or any Company Subsidiary or, to the knowledge of the Company’s knowledge, by the other party to such Leaseslease or sublease, except in each case, as would notnot reasonably be expected to have, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) . Each of the Company and the Company Subsidiaries has legal good and valid title to, or, in the case of Leased Real Property and assets, valid leasehold or subleasehold interests in, all in each parcel of its properties and assets, tangible and intangible, real, personal and mixed, used or held for use in its businessLeased Real Property, free and clear of all any Liens other than Permitted Liens, except as would notnot reasonably be expected to have, individually or in the aggregate, be material to the a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b3.12(a) 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 pursuant to which real property currently owned by the Company or any Company Subsidiary leasesor owned by the Company and any Company Subsidiary after January 1, subleases or licenses and 1999. Each parcel of real property owned by the Company or any Company Subsidiary (eachi) is owned free and clear of all mortgages, a “Lease”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 (collectively, "Liens"), other than Permitted Liens (as defined in Section 9.03(a)), and (ii) is neither subject to any governmental decree or order to be sold nor is being condemned, expropriated or otherwise taken by any public 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 each parcel of real property currently leased or subleased by the Company or any Company Subsidiary, with the name of the lessor and the date of the Lease 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 material amendment to any of the foregoing (collectively, the “"Company Lease Documents”"). True, correct and complete copies of all Company Lease Documents have been made available to VectoIQParent or its counsel. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 Company or any Company Subsidiary or, to the Company’s '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 prevent or materially delay consummation of any of the Transactions or otherwise prevent or materially delay the Company from performing its obligations under this Agreement and could not reasonably be expected, individually or in the aggregate, to have a Company Subsidiaries, taken as a whole. 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.
Material Adverse Effect: (ci) There there are no contractual or legal restrictions that preclude or restrict the ability of to use any real property owned or leased by the Company or any 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 would not, individually or in the aggregate, be material to the Company ; and the Company Subsidiaries, taken as a whole. There (ii) there are no material latent defects or material adverse physical conditions affecting the Owned Real Property or Leased Real Propertyreal property, and improvements thereon, other than those that would not have a owned or leased by the Company Material Adverse Effector any Company Subsidiary.
(d) 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 as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a wholefor Permitted Liens.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (St Assembly Test Services LTD)
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one nor any of the Company its Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensowns any real property.
(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, and license pursuant to which real property currently leased or subleased by the Company or any Subsidiary (collectively, the “Leased Properties”) and sets forth the Company or the Subsidiary leases, subleases or licenses and real property (each, a “Lease”)holding such leasehold interest, with the name of the lessor 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 3.13(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 VectoIQParent. 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, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 material 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 any Company Subsidiary or, to the applicable Subsidiaries thereunder.
(c) To the Company’s knowledge, by the other party to such Leases, except as would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. There there are no latent defects or adverse physical conditions affecting the Owned Real any Leased Property or Leased Real Property, and the improvements thereon, other than those that would not reasonably be expected to have a Company Material Adverse Effect.
(d) Each of To the Company’s knowledge, the Company and the Company Subsidiaries has legal and 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 in the case of Leased Real Property and assets, owned Personal Property. The Company owns or has a valid leasehold or subleasehold interests inright to all Personal Property at each central monitoring station. Section 3.13(d) of the Company Disclosure Schedule sets forth a complete and accurate list of all the material items of equipment, all machinery, computers, chattels, tools, parts, machine tools, furniture, furnishings and fixtures, owned by the Company as of its properties September 30, 2005. Section 3.13(d) of the Company Disclosure Schedule also sets forth a complete and assetsaccurate list of the material items of equipment leased by the Company as of September 30, tangible 2005. The Company has good title to the items described in such Schedule and intangible, real, personal valid and mixed, used or held for use in its business, subsisting leasehold rights to such items as are being leased by it free and clear of all Liens other than except Permitted Liens, except as would not, individually . Section 3.13(d) of the Company Disclosure Schedule also sets forth a complete and accurate list of the vehicles owned or in the aggregate, be material to leased by the Company and its Subsidiaries. All personal property owned by the Company Subsidiariesat any location at which the Company provides alarm or security services as of the applicable date(s) in the Financial Statements, taken has a useful life at least as a wholelong as that which was utilized for purposes of the Company’s Financial Statements.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of Neither the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one nor any of the Company its Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensowns any real property.
(b) Section 4.12(b3.11(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 pursuant to which real property currently leased or subleased by the Company or any Subsidiary (collectively, the “Leased Properties”) and sets forth the Company or the Subsidiary leases, subleases or licenses and real property (each, a “Lease”)holding such leasehold interest, with the name of the lessor 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 VectoIQParent. 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, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any 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 material 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) default by the Company or any Company Subsidiary or, to the Company’s knowledge, by the other party to such Leases, except as applicable Subsidiaries thereunder which would not, individually or result in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(dc) Each of To the Company’s knowledge, the Company and the Company Subsidiaries has legal and 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(c) 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(c) of the Company Disclosure Schedule sets forth a complete and assetsaccurate list of all the material items of equipment, tangible machinery, computers, chattels, tools, parts, machine tools, furniture, furnishings and intangiblefixtures, real, personal owned by the Company as of the date of the Most Recent Balance Sheet. Section 3.11(c) of the Company Disclosure Schedule also sets forth a complete and mixed, used or held for use accurate list of the material items of equipment leased by the Company as of the date of the Most Recent Balance Sheet. 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, except as would not, individually . Section 3.11(c) of the Company Disclosure Schedule also sets forth a complete and accurate list of the vehicles owned or in the aggregate, be material to leased by the Company and the Company its Subsidiaries, taken as a whole.
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, the Company and each Company Subsidiary have good title to, or valid leasehold or other ownership interests or rights in, all material real property (except for any of the Company’s or each of the Company Disclosure Schedule sets forth Subsidiaries’ Oil and Gas Properties, which are exclusively addressed in Section 5.20) reflected on the Owned Real Property. The Company Financial Statements or one acquired after December 31, 2023, except as have been disposed of since December 31, 2023 in the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear ordinary course of all Liens other than Permitted Liensbusiness.
(b) Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, (i) each lease (other than Oil and Gas Leases, which are exclusively addressed in Section 4.12(b5.20) 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 pursuant to under which the Company or any Company Subsidiary leases, subleases or licenses and any material real property is valid and in full force and effect (eachsubject to bankruptcy, a “Lease”insolvency, fraudulent transfer, reorganization, moratorium and similar applicable Laws affecting creditors’ rights generally and general principles of equity), with the name of the lessor free 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 clear of all Lease Documents have been made available to VectoIQ. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or Liens other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy any real property, Permitted Liens and (ii) all such Leases are in full force and effectneither the Company nor any of the Company Subsidiaries, are valid and enforceable in accordance with their respective terms, subject nor to the Remedies Exceptionsknowledge of the Company any other party to a lease, and there is nothas violated any provision of, under or taken or failed to take any of such Leases, any existing material default or event of default (or event act which, with notice or without notice, lapse of time, or both, would constitute a default) by material default under the provisions of such lease, and neither the Company or nor 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 of the Company and the Company SubsidiariesSubsidiaries has received notice that it has breached, taken as a whole. Neither the Company, nor violated or defaulted under 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 Propertylease.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each of the Company and the Company Subsidiaries has legal and valid title tosuch consents, oreasements, in the case of Leased Real Property and subsurface easements, rights-of-way, fee assets, valid leasehold permits, servitudes and licenses (including rights to use the surface or subleasehold interests insubsurface under an Oil and Gas Lease) from each person (collectively, all of “Rights-of-Way”) as are sufficient to conduct 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 Liensbusiness as it is presently conducted, except as for such Rights-of-Way the absence of which would notnot reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. No material event has occurred that allows, or after notice or lapse of time would allow, revocation or termination thereof or would result in any impairment of the rights of the holder of any such Rights-of-Way, except for such revocations, terminations and impairments that would not reasonably be material expected to have, individually or in the aggregate, a Company Material Adverse Effect. All pipelines owned or operated by the Company and each of the Company Subsidiaries are subject to Rights-of-Way or are located on real property owned or leased by the Company or the Company Subsidiaries, taken and there are no gaps (including any gap arising as a wholeresult of any violation, breach or default by the Company or any of the Company Subsidiaries of the terms of any Rights-of-Way) in the Rights-of-Way other than gaps that would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect. Except as would not reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect, no Right-of-Way contains a requirement that the holder thereof make royalty or other payments based, directly or indirectly, on the throughput of Hydrocarbons on or across such Right-of-Way (other than customary royalties under Oil and Gas Leases based solely on Hydrocarbons produced from such Oil and Gas Lease).
Appears in 1 contract
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdoes not own any real property.
(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 PropertyProperty in respect of which the Company or any Company Subsidiary is required to make payments in excess of $15,000 per month, and sets forth a list list, as of the date of this Agreement, of each lease, sublease, and license pursuant to which the Company or any Company Subsidiary leases, subleases or licenses and any real property and pursuant to which the Company or any Company Subsidiary is required to make payments in excess of $15,000 per month (each, a “Lease”), with the name of the lessor 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 VectoIQSPAC. 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 any other than the Company or Company Subsidiaries the right to use or occupy any real propertyLeased 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 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 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, reasonably be material expected to the have a Company and the Company Subsidiaries, taken as a whole. 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 PropertyMaterial Adverse Effect.
(c) There Other than due to any actions taken due to any COVID-19 Measures, there are no contractual or legal restrictions that preclude or restrict the ability of the Company or any 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 would not, individually or in the aggregate, have not had and would not reasonably be material expected to the have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect. 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 that, individually or in the aggregate, have not had and would not reasonably be expected to have a Company Material Adverse Effect.
(d) Each 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, reasonably be material expected to the have a Company and the Company Subsidiaries, taken as a wholeMaterial Adverse Effect.
Appears in 1 contract
Samples: Business Combination Agreement (Switchback II Corp)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liens.
(b) Section 4.12(b3.13(a) of the Company Disclosure Schedule lists the street by address of each parcel of real property owned by the Company or any Subsidiary (the “Owned Properties”). There are no material leases, subleases, licenses, occupancy agreements, options, rights, concessions or other agreements or arrangements, written or oral, granting to any Person the right to purchase, use or occupy any of the Owned Properties.
(b) Section 3.13(b) of the Company Disclosure Schedule 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 Real PropertyProperties” and together with the Owned Properties, the “Properties”). True and sets forth a list complete copies of each lease, sublease, and license pursuant to 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 Subsidiary leases, subleases or licenses and real property (each, its Subsidiaries has a “Lease”), with the name right to use or occupy any portion of the lessor and the date of the Lease in connection therewith and each material amendment to any of the foregoing Leased Properties, such right(s) would not reasonably be expected to have a Company Material Adverse Effect. Except as has not had, and would not reasonably be expected to have, a Company Material Adverse Effect, (i) each agreement under which the Company or any Subsidiaries leases or subleases the Leased Properties is a legal, 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 its 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 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 of its Subsidiaries taken as a whole (collectively, the “Lease DocumentsPermitted Liens”). True, correct and complete copies of all Lease Documents have been made available to VectoIQ. Except as otherwise set forth in Section 4.12(b3.13(c) of the Company Disclosure Schedule, (i) there are no leases, subleases, concessions or other contracts granting to any person any than the Company or Company Subsidiaries the right to use or occupy 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 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 Company or any Company Subsidiary pending 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 the Company and the Company Subsidiaries, taken as a whole. Neither knowledge of the Company, nor any Company Subsidiary, has subleased, sublicensed or otherwise granted threatened condemnation proceedings with respect to any person Property or litigation or administrative actions relating to any right to use, occupy or possess any portion of the Leased Real Property.
(c) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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: Agreement and Plan of Merger (DRS Technologies Inc)
Real Property; Title to Assets. (a) Section 4.12(a) of the Company Disclosure Schedule sets forth the Owned Real Property. The Company or one of the Company Subsidiaries has good and valid title in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensdoes not own any real property.
(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 the Company or any Company Subsidiary leases, subleases subleases, licenses or licenses and 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 VectoIQHCAC 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, subleases, sublicenses, concessions or other contracts granting to any person any other than the Company or Company Subsidiaries the right to use or occupy any real propertyLeased 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 material default or event of default (or event which, with notice or lapse of time, or both, would constitute a default) by the 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 the Company and the Company Subsidiaries, taken as a whole. 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) There 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 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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.
(d) Each 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: Merger Agreement (Hennessy Capital Acquisition Corp IV)
Real Property; Title to Assets. (a) Section 4.12(a) None of the Company Disclosure Schedule sets forth the Owned Real Property. The or any Company Subsidiary owns (or one of the Company Subsidiaries has good and valid title holds in fee simple to the Owned Real Property, free and clear of all Liens other than Permitted Liensperpetual usufruct (użytkowanie wieczyste)) any real property.
(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 pursuant to which the Company or any Company Subsidiary leases, subleases subleases, licenses or licenses and uses by way of a business centre arrangement, any real property (each, a “Lease”), with the name of the lessor 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 VectoIQParent. Except as otherwise set forth in Section 4.12(b) of the Company Disclosure Schedule, (i) there There are no leases, subleases, concessions or other contracts granting to any person any other than the Company or the Company Subsidiaries the right to use or occupy any the real propertyproperty subject to the Leases, 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 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, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a whole. Neither the Company, Company nor any Company Subsidiary, 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) There are no contractual or legal restrictions that preclude or restrict the ability of the Company or any 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 would not, individually or in the aggregate, be material to the Company and the Company Subsidiaries, taken as a whole. 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 not, individually or in the aggregate, reasonably be expected to be material to the Company and the Company Subsidiaries, taken as a Company Material Adverse Effectwhole.
(d) Each of the Company and the Company Subsidiaries has legal and valid title to, or, in the case of Leased Real Property and leased 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 (New Beginnings Acquisition Corp.)
